UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|ý |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|- |  | -------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005

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

|Delaware(State of incorporation or organization) |  | 333-11491(Commission File No.) |  | 34-1755769(I.R.S. Employer
Identification No.)
|------------------------------------------------ |  | ------------------------------ |  | ----------------------------------------------

National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204(Address of principal executive offices) (ZIP Code)

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

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act: None

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Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities
Act). YES o    NO ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. YES o    NO ý

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

o  Large
accelerated filer                      o  Accelerated
filer                      ý  Non-accelerated filer

Indicate by checkmark whether the Registrant is a shell company (as defined in rule 12-b of the
Act). YES o  NO ý

Registrant had no publicly-traded voting equity as of June 30, 2005.

Registrant
has no common stock outstanding.

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Documents Incorporated By Reference

None.



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Simon Property Group, L.P. and Subsidiaries
Annual Report on Form 10-K
December 31, 2005

TABLE OF CONTENTS

|Item No.   |  |                                                                                       |  | Page No.
|---------- |  | ------------------------------------------------------------------------------------- |  | --------
|Part I    
|1.         |  | Business                                                                              |  | 3       
|1A.        |  | Risk Factors                                                                          |  | 9       
|1B.        |  | Unresolved Staff Comments                                                             |  | 14      
|2.         |  | Properties                                                                            |  | 15      
|3.         |  | Legal Proceedings                                                                     |  | 42      
|4.         |  | Submission of Matters to a Vote of Security Holders                                   |  | 43      
|Part II   
|5.         |  | Market for the Registrant's Common Equity and Related Stockholder Matters             |  | 44      
|6.         |  | Selected Financial Data                                                               |  | 44      
|7.         |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 46      
|7A.        |  | Quantitative and Qualitative Disclosure About Market Risk                             |  | 62      
|8.         |  | Financial Statements and Supplementary Data                                           |  | 62      
|9.         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 62      
|9A.        |  | Controls and Procedures                                                               |  | 62      
|9B.        |  | Other Information                                                                     |  | 65      
|Part III  
|10.        |  | Directors and Executive Officers of the Registrant                                    |  | 65      
|11.        |  | Executive Compensation                                                                |  | 65      
|12.        |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 65      
|13.        |  | Certain Relationships and Related Transactions                                        |  | 65      
|14.        |  | Principal Accountant Fees and Services                                                |  | 65      
|Part IV   
|15.        |  | Exhibits and Financial Statement Schedules                                            |  | 66      
|Signatures |  | 106                                                                                  

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Part I

Item 1. Business

Background

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

We
are engaged primarily in the ownership, development, and management of retail real estate, primarily regional malls, Premium Outlet® centers and community/lifestyle
centers. As of December 31, 2005, we owned or held an interest in 286 income-producing properties in the United States, which consisted of 171 regional malls, 33 Premium Outlet centers, 71
community/lifestyle centers, and 11 other shopping centers or outlet centers in 39 states and Puerto Rico (collectively, the "Properties", and individually, a "Property"). We also own interests in ten
parcels of land held for future development (together with the Properties, the "Portfolio"). Finally, we have ownership interests in 51 European shopping centers (in France, Italy and Poland), five
Premium Outlet centers in Japan, and one Premium Outlet center in Mexico.

Operating Policies and Strategies

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities,
which are also consistent with those of Simon Property. The Simon Property Board of Directors ("Board") may amend or rescind these policies from time to time at its discretion without a vote of our
limited partners.



Our primary business objectives are to increase operating results and the value of our Properties while maintaining a stable balance sheet consistent with our
financing policies. We intend to achieve these objectives by:

We
cannot assure you that we will achieve our business objectives.

We
develop and acquire properties to generate both current income and long-term appreciation in value. We do not limit the amount or percentage of assets that may be
invested in any particular property or type of property or in any geographic area. We may purchase or lease properties for long-term investment or develop, redevelop, and/or sell our
Properties, in whole or in part, when circumstances warrant. We participate with other entities in property ownership, through joint ventures or other types of co-ownership. These equity
investments may be subject to existing mortgage financing and other indebtedness that have priority over our equity interest.

While
we emphasize equity real estate investments, we may, at our discretion, invest in mortgages and other real estate interests consistent with Simon Property's qualification as a
real estate investment trust or REIT under the Internal Revenue Code of 1986, as amended ("Code"). We do not currently intend to invest to a significant extent in mortgages or deeds of trust; however,
we hold an interest in one Property through a mortgage note, which results in us receiving 100% of the economics of the Property. We may invest in participating or convertible mortgages if we conclude
that we may benefit from the cash flow or any appreciation in the value of the property.

We
may also invest in securities of other entities engaged in real estate activities or securities of other issuers. However, any of these investments would be subject to the percentage
ownership limitations and gross income tests

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necessary
to maintain Simon Property's qualification as a REIT. These REIT limitations mean that Simon Property cannot make an investment that would cause its real estate assets to be less than 75% of
its total assets. In addition, at least 75% of Simon Property's gross income must be derived directly or indirectly from investments relating to real property or mortgages on real property, including
"rents from real property," dividends from other REIT's and, in certain circumstances, interest from certain types of temporary investments. At least 95% of Simon Property's income must be derived
from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

Subject
to these REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would
normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the
future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.



We must comply with the covenant restrictions of debt agreements that limit our ratio of debt to total market valuation. For example, our lines of credit and the
indentures for our debt securities contain covenants that restrict the total amount of debt to 65%, or 60% in relation to certain debt, of total assets, as defined under the related arrangement, and
secured debt to 50% of total assets. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a
practical matter by our desire to maintain acceptable ratings for Simon Property's equity securities and our debt securities.

We
may raise additional capital through debt financing, creation of joint ventures with existing ownership interests in Properties, retention of cash flows or a combination of these
methods. If the Board determines to raise additional equity capital at the Operating Partnership level, we may, without limited partner approval, issue additional units of limited partnership
interests or units. We may issue units in any manner and on such terms and for such consideration, as we deem appropriate. This may include issuing units in exchange for property. The units may be
preferred units and may be senior to the outstanding classes of our units and may be convertible into units. Existing holders of units have no preemptive right to purchase units in any subsequent
offerings. Any such offering could dilute a unitholder's investment in us.

We
anticipate that any additional borrowings would be made in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers
of properties. Any of such indebtedness may be unsecured or may be secured by any or all of our assets, or any existing or new property-owning partnership. Any such indebtedness may also have full or
limited recourse to all or any portion of the assets of any of the foregoing. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly be
required to do so.

We
may obtain unsecured or secured lines of credit. We also may determine to issue debt securities. Any such debt securities may be convertible into units, preferred units or be
accompanied by warrants to purchase equity interests or be exchangeable for stock of Simon Property. We also may sell or securitize our lease receivables. The proceeds from any borrowings or
financings may be used for the following:

We
also may determine to finance acquisitions through the following:

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Our
ability to offer units to transferors may result in beneficial tax treatment for the transferors. This is because the exchange of units for properties may defer the recognition of
gain for tax purposes by the transferor. It may also be advantageous for us since certain investors may be limited in the number of shares of units that they may purchase.

If
the Board determines to obtain additional debt financing, we intend to do so generally through mortgages on Properties, drawings against revolving lines of credit or term loan
facilities, or the issuance of unsecured debt. We may do this directly or through an entity owned or controlled by us. The mortgages may be non-recourse, recourse, or cross-collateralized.
We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on such
properties.

Typically,
we invest in or form special purpose entities only to obtain permanent financing for Properties on attractive terms. Permanent financing for Properties is typically
structured as a mortgage loan on one or a group of Properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized
financings, we are required to create special purpose entities to own the Properties. These special purpose entities are structured so that they would not be consolidated with us in the event we would
ever become
subject to a bankruptcy proceeding. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other
business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning consolidated Properties as part of our consolidated indebtedness.



We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. Simon Property has adopted governance
principles governing its affairs and the affairs of its subsidiaries and the Board, as well as written charters for each of the standing Committees of the Board. In addition, the Board has a Code of
Business Conduct and Ethics, which applies to all of its officers, directors, and employees. At least a majority of the members of the Board must qualify as independent under the listing standards for
New York Stock Exchange companies and cannot be affiliated with the Simon or DeBartolo families. Any transaction between us and the Simons or the DeBartolos, including property acquisitions, service
and property management agreements and retail space leases, must be approved by a majority of non-affiliated directors.

The
sale of certain of our properties may have an adverse tax impact on the Simons or the DeBartolos and the other limited partners. In order to avoid any conflict of interest between
Simon Property and our limited partners, the Simon Property charter requires that at least six of the independent directors of the Board must authorize and may require us to sell any property we own.
Any such sale is subject to applicable agreements with third parties. Noncompetition agreements executed by each of the Simons contain covenants limiting the ability of the Simons to participate in
certain shopping center activities in North America.



We intend to make investments which are consistent with Simon Property's qualification as a REIT, unless the Board determines that it is no longer in Simon
Property's best interests to qualify as a REIT. The Board may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer units of our
equity interests or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our units or any other securities. We may engage in such activities in the
future. We may also repurchase units subject to Board approval. It is our policy to not make any loans to the directors or executive officers of Simon Property for any purpose. We may make loans to
our management company and to joint ventures in which we participate.

Operating Strategies

We plan to achieve our primary business objectives through a variety of methods discussed below, although we cannot assure you that we will achieve such
objectives.

Leasing.We pursue a leasing strategy that includes:

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Management.We draw upon our expertise gained through management of a geographically diverse Portfolio,
nationally recognized as comprising high quality retail and other Properties. In doing so, we seek to maximize cash flow through a combination of:

We
believe that if we are successful in our efforts to increase sales while controlling operating expenses we will be able to continue to increase base rents at the Properties.

We
manage substantially all our Properties held as joint venture Properties and as a result we derive revenues from management fees and other services.

Other Revenues.Due to our size, tenant and vendor relationships, we also generate revenues from the
activities of:

We
also generate other revenues through the sale or lease of land adjacent to our Properties commonly referred to as "outlots" or "outparcels."

International Expansion.Our investments in Europe, Japan, and Mexico are currently conducted through
joint ventures. In Europe, we have investments in partnerships with Groupe Auchan (known as Gallerie Commerciali Italia ("GCI") in Italy) and Ivanhoe Cambridge, Inc. (known as European Retail
Enterprises, B.V. ("ERE") in France and Poland). In Japan, our investments are in partnerships with Mitsubishi Estate Co., Ltd. and Sojitz Corporation (formerly known as Nissho Iwai
Corporation). Our Mexico investment is a joint venture with Sordo Madaleno y Asociados.We account for our international joint venture activities under
the equity method of accounting as defined by accounting policies generally accepted in the United States. We are also evaluating additional investments opportunities in Korea and China through
additional joint venture relationships.

We
believe that the expertise we have gained through the development, leasing, management, and marketing of our Properties in the United States can be utilized in retail properties
abroad. There are risks inherent in international operations that may be beyond our control which are described in the following section entitled "Risk Factors."



Mergers and acquisitions have been a significant component of the growth and development of our business. In 2005, we completed two acquisitions that added to our
overall Portfolio:

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As part of our strategic plan to own quality retail real estate, we continually evaluate our properties and sell those which no longer meet our strategic
criteria. We may use the capital generated from these dispositions to invest in higher-quality, higher-growth properties. We believe that the sale of these non-core Properties will not
have a material impact on our future results of operations or cash flows nor will their sale materially affect our ongoing operations. We expect that any earnings dilution from the sales on our
results of operations from these dispositions will be offset by the positive impact of acquisition, development and redevelopment activities.

During
2005, we sold or disposed of sixteen previously consolidated non-core properties, consisting of four regional malls, one community/lifestyle center, nine other Outlet
centers, and two office buildings. The properties and the month and year of disposition were:

Regional Malls:

Community Center:

Cheltenham Square  November 2005



Grove at Lakeland Square  July 2005

Southgate Mall  November 2005

Outlet Centers:

Eastland Mall (Oklahoma)  December 2005



Lakeland Factory Outlet Mall  March 2005

Biltmore Square  December 2005



Factory Stores of AmericaOffice Buildings:



(Various properties  all December 2005):

Riverway  June 2005



 Draper, Arcadia, Hanson, Tri-Cities, Tupelo,

O'Hare International Center  June 2005



Union City, West Frankfort, and Patriot Plaza


The sale of these properties resulted in our recording an aggregate gain on the sale or disposition of these properties of $146.1 million,
$146.9 million of which was reported as gain on disposal or sale of discontinued operations, net. In addition, on January 11, 2005, Metrocenter, a regional mall located in Phoenix,
Arizona, in which we held a 50% interest, was sold. On December 22, 2005, we sold our 38% interest in our Canadian property, Forum Entertainment Centre. Both of these properties were accounted
for on the equity method of accounting.

Competition

We consider our principal competitors to be seven major United States or internationally publicly-held companies that own or operate regional malls,
outlet centers, and other shopping centers in the United States and abroad. We also compete with many commercial developers, real estate companies and other owners of retail real estate that operate
in our trade areas. Some of our Properties and investments are of the same type and are within the same market area as competitor properties. The existence of competitive properties could have a
material adverse effect on our ability to lease space and on the level of rents we can obtain. This results in competition for both the acquisition of prime sites (including land for development and
operating properties) and for tenants to occupy the space that we and our competitors develop and manage. In addition, our Properties compete against non-physical based forms of retailing
such as catalog companies and e-commerce websites that offer retail products and services.

We
believe that our Portfolio is the largest, as measured by gross leasable area ("GLA"), of any publicly-traded retail real estate company. In addition, we own or have an interest in
more regional malls than any other publicly-traded company. We believe that we have a competitive advantage in the retail real estate business as a result of:

Our
size reduces our dependence upon individual retail tenants. Approximately 4,200 different retailers occupy more than 24,000 stores in our Properties and no retail tenant represents
more than 4.0% of our Properties' total minimum rents.

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Certain Activities

During the past three years, we have:

Employees

At January 24, 2006 we and our affiliates employed approximately 4,700 persons at various properties and offices throughout the United States, of which
approximately 1,700 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, IN and 160 were located at the Chelsea offices in
Roseland, NJ.

Corporate Headquarters

Our corporate headquarters are located at National City Center, 115 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is
(317) 636-1600. During 2006, we will be moving our corporate headquarters to our new office building located at 225 West Washington Street, located in Indianapolis, Indiana 46204.

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Available information

Our Internet website address is www.simon.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available or may be accessed free of charge
through the "About Simon/Investor Relations/Financial Information" section of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

Item 1A. Risk Factors.

The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements
made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. These factors, among others, may have a material adverse effect on our business,
financial condition, operating results and cash flows, and you should carefully consider them. It is not possible to predict or identify all such factors. You should not consider this list to be a
complete statement of all potential risks or uncertainties. Past performance should not be considered an indication of future performance.

Risks Relating to Debt and the Financial Markets



As of December 31, 2005, our consolidated mortgages and other indebtedness, net of the related premium and discount, totaled $14.0 billion, of which
approximately $1.4 billion matures during 2006, including recurring principal amortization. We are subject to the risks normally associated with debt financing, including the risk that our cash
flow from operations will be insufficient to meet required debt service. Our debt service costs generally will not be reduced when developments, such as the entry of new competitors or the loss of
major tenants, could cause a reduction in income from a Property. Should such events occur, our operations may be adversely affected. If a Property is mortgaged to secure payment of indebtedness and
income from the Property is insufficient to pay that indebtedness, the Property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.



We depend, primarily, on external financings, principally debt financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of
our outstanding debt. Our access to financing depends on our credit rating, the willingness of banks to lend to us and conditions in the capital markets in general. We cannot assure you that we will
be able to obtain the financing we need for future growth or to meet our debt service as obligations mature, or that the financing available to us will be on acceptable terms.



Our outstanding senior unsecured notes and the preferred stock of Simon Property are periodically rated by nationally recognized credit rating agencies. The
credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to our industry and
the economic outlook in general. The credit rating of our senior unsecured notes and Simon Property's preferred stock can affect the amount of capital we can access, as well as the terms of any
financing we obtain. Since we depend primarily on debt financing to fund our growth, adverse changes in our credit rating could have a negative effect on our future growth.



As of December 31, 2005, approximately $2.2 billion of our total consolidated debt, adjusted to reflect outstanding derivative instruments, was
subject to floating interest rates. In a rising interest rate environment, these debt service costs will increase. Increased debt service costs would adversely affect our cash flow. The impact of
changes in market rates of interest on the fair value of our debt and, in turn, our future earnings and cash flows appears elsewhere in this report.

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We manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap a portion of our variable rate
debt, or in the case of a fair value hedge, effectively convert fixed rate debt to variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and terms are
appropriate. Our efforts to manage these exposures may not be successful.

Our
use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including a risk that a counterparty to a
hedging arrangement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest
rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. Our termination of these hedging
agreements typically involve costs, such as transaction fees or breakage costs.

Factors Affecting Real Estate Investments and Operations



We regularly acquire and develop new properties and expand and redevelop existing Properties, and these activities are subject to various risks. We may not be
successful in pursuing acquisition, development or redevelopment/expansion opportunities, and newly acquired, developed or redeveloped/expanded properties may not perform as well as expected. We are
subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:

If
a development or redevelopment/expansion project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project
planning, we could lose our investment in the project. Further, if we guarantee the property's financing, our loss could exceed our investment in the project.



We are subject to risks incidental to the ownership and operation of retail real estate. These risks include, among others:



Our Properties represent a substantial portion of our total consolidated assets. These investments are relatively illiquid. As a result, our ability to sell one
or more of our Properties or investments in real estate in response to any changes in economic or other conditions is limited. If we want to sell a Property, we cannot assure you that we will be able
to dispose of it in the desired time period or that the sales price of a Property will exceed the cost of our investment.

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Environmental Risks



Federal, state and local laws and regulations relating to the protection of the environment may require us, as a current or previous owner or operator of real
property, to investigate and clean up hazardous or toxic substances or petroleum product releases at a Property or at impacted neighboring properties. These laws often impose liability regardless of
whether the property owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. These laws and regulations may require the abatement or removal of asbestos
containing materials in the event of damage, demolition or renovation, reconstruction or expansion of a Property and also govern emissions of and exposure to asbestos fibers in the air. Those laws and
regulations also govern the installation, maintenance and removal of underground storage tanks used to store waste oils or other petroleum products. Many of our Properties contain, or at one time
contained, asbestos containing materials or underground
storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment). The costs of investigation, removal or remediation of hazardous or toxic
substances may be substantial and could adversely affect our results of operations or financial condition but is not estimable. The presence of contamination, or the failure to remediate
contamination, may also adversely affect our ability to sell, lease or redevelop a Property or to borrow using a Property as collateral.



Although we believe that the Portfolio is in substantial compliance with Federal, state and local environmental laws, ordinances and regulations regarding
hazardous or toxic substances, this belief is based on limited testing. Nearly all of the Properties have been subjected to Phase I or similar environmental audits. These environmental audits have not
revealed, nor are we aware of, any environmental liability that we believe will have a material adverse effect on our results of operations or financial condition. However, we cannot assure you that:

Retail Operations Risks



Our concentration in the real estate market means that we are subject to the risks that affect the retail environment generally, including the levels of consumer
spending, seasonality, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, changes in economic conditions, consumer confidence and terrorist activities. Any one
or more of these factors could adversely affect our results of operations or financial condition.



We may not be able to lease new Properties to an appropriate mix of tenants or for rents that are consistent with our projections. Also, when leases for our
existing Properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. To
the extent that our leasing plans are not achieved, our cash generated before debt repayments and capital expenditures could be adversely affected.



Regional malls are typically anchored by department stores and other large tenants. The value of certain of our Properties could be adversely affected if
department stores or other large tenants fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations. Department store and larger
store, or "big box", consolidations typically result in the closure of existing stores or duplicate store locations. We do

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not
control the disposition of those department stores or larger stores that we do not own. We also may not control the vacant space that is not re-leased in those stores we do own. Other
tenants may be entitled to modify the terms of their existing leases in the event of such closures. The modification could be unfavorable to us as the lessor and decrease rents or expense recovery
charges. Additionally, major tenant closures may result in decreased customer traffic which could lead to decreased sales at other stores. If the sales of stores operating in our Properties were to
decline significantly due to closing of anchors, economic conditions, or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of default by a
tenant or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties.



Bankruptcy filings by retailers occur frequently in the course of our operations. We are continually re-leasing vacant spaces resulting from tenant
terminations. The bankruptcy of a tenant, particularly an anchor tenant, may make it more difficult to lease the remainder of the affected Properties. Future tenant bankruptcies could adversely affect
our Properties or impact our ability to successfully execute our re-leasing strategy.

Risks Relating to Joint Venture Properties



As of December 31, 2005, we owned interests in 146 income-producing properties with other parties. Of those, 20 Properties are included in our consolidated
financial statements. We account for the other 126 properties under the equity method of accounting (joint venture properties). We serve as general partner or property manager for 59 of these 146
properties; however, certain major decisions, such as selling or refinancing these properties, require the consent of the other owners. The other owners also have other participating rights that we
consider substantive for purposes of determining control over the properties' assets. The remaining joint venture properties are managed by third parties. These limitations may adversely affect our
ability to sell, refinance, or otherwise operate these properties.



Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture Property. As of December 31, 2005, we
have guaranteed or have provided letters of credit to support $41.6 million of our total $3.2 billion share of joint venture mortgage and other indebtedness. A default by a joint venture
under its debt obligations may expose us to liability under a guaranty or letter of credit.

Other Factors Affecting Our Business



CAM costs typically include allocable energy costs, repairs, maintenance and capital improvements to common areas, janitorial services, administrative, property
and liability insurance costs, and security costs. We historically have used leases with variable CAM provisions that adjust to reflect inflationary increases. However, we are making a concerted
effort to shift from variable to fixed CAM contributions for our cost recoveries which will fix our tenants' CAM contributions to us. As a result, our CAM contributions may not allow us to recover all
operating costs and, we cannot assure you that we will succeed in our efforts to recover a substantial portion of these costs in the future.



Our Properties compete with other retail properties for tenants on the basis of the rent charged and location. The principal competition may come from existing or
future developments in the same market areas and from discount shopping centers, outlet malls, catalogues, discount shopping clubs and electronic commerce. The presence of competitive properties also
affects our ability to lease space and the level of rents we can obtain. Renovations and expansions at competing malls could also negatively affect our Properties.

We
also compete with other retail property developers to acquire prime development sites. In addition, we compete with other retail property companies for attractive tenants and
qualified management.

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We hold interests in joint venture properties in Europe, Japan and Mexico. We have also established arrangements to develop joint venture properties in China and
Korea, and expect to pursue additional expansion opportunities outside the United States. International development and ownership activities carry risks that are different from those we face with our
domestic Properties and operations. These risks include:

Although
our international activities currently are a relatively small portion of our business (international properties represented less than 6% of the GLA of all of our properties at
December 31, 2005), to the extent that we expand our international activities, these risks could increase in significance and adversely affect our results of operations and financial condition.



We maintain commercial general liability "all risk" property coverage including fire, flood, extended coverage and rental loss insurance on our Properties. One of
our subsidiaries indemnifies our general liability carrier for a specific layer of losses. A similar policy written through our subsidiary also provides a portion of our initial coverage for property
insurance and certain windstorm risks at the Properties located in Florida. Even insured losses could result in a serious disruption to our business and delay our receipt of revenue.

There
are some types of losses, including lease and other contract claims that generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could
lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenue from the Property. If this happens, we may still remain obligated for any mortgage debt
or other financial obligations related to the Property.

The
events of September 11, 2001 significantly affected our insurance programs. Although insurance rates remain high, since the President signed into law the Terrorism Risk
Insurance Act (TRIA) in November of 2002, the price of terrorism insurance has steadily decreased, while the available capacity has been substantially increased. We have purchased terrorism insurance
covering all Properties. The program provides limits up to $1 billion per occurrence for Certified (Foreign) acts of terrorism and $500 million per occurrence for
Non-Certified (Domestic) acts of terrorism. The coverage is written on an "all risk" policy form. In December of 2005, the President signed into law the Terrorism Risk Insurance Extension
Act (TRIEA) of 2005, thereby extending the federal terrorism insurance backstop through 2007. TRIEA narrows terms and conditions afforded by TRIA for 2006 and 2007 by: 1) excluding lines of
coverage for commercial automobile, surety, burglary and theft, farm owners' multi-peril and professional liability; 2) raising the certifiable event trigger mechanism from $5 million to
$50 million during 2006 and to $100 million during 2007; and 3) increasing the deductibles and co-pays assigned to insurance companies. Upon the expiration of TRIEA in
2007, we could pay higher premiums for comparable terrorism coverage and /or obtain or be otherwise able to secure less coverage than we have currently.



Our higher profile Properties or markets they operate in could be potential targets for terrorism attacks, due to the large quantities of people at the Property
or in the surrounding areas. Threatened or actual terrorist attacks in these high profile markets could directly or indirectly impact our Properties by resulting in lower property values, a decline in
revenue, or a decline in customer traffic and, in turn, a decline in our tenants' sales.

13

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Although inflation has not materially impacted our operations in the recent past, increased inflation could have a more pronounced negative impact on our mortgage
and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases,
which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our overage
rents, where applicable.

Risks Relating to Federal Income Taxes



Three of our subsidiaries have elected to be treated as a REIT. Qualification as a REIT for federal income tax purposes is governed by highly technical and
complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. If any of these subsidiaries fails to qualify as a REIT and any available relief
provisions do not apply:

As
a result, net income and funds available for distribution to our unitholders would be reduced for those years in which any of the REIT subsidiaries fails to qualify as a REIT.
Although we currently intend to operate our REIT subsidiaries so as to qualify each as a REIT, we cannot assure you we will succeed or that future economic, market, legal, tax or other considerations
might cause us to revoke the REIT election of any of the REIT subsidiries.

Item 1B. Unresolved Staff Comments

None.

14

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Item 2. Properties



Our Properties primarily consist of regional malls, Premium Outlet® centers, community/lifestyle centers, and other properties. Our Properties contain
an aggregate of approximately 200 million square feet of GLA, of which we own approximately 121.7 million square feet ("Owned GLA"). Total estimated retail sales at the Properties in
2005 were approximately $51 billion.

Regional
malls typically contain at least one traditional department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores ("Mall" stores)
located in enclosed malls connecting the anchors. Additional stores ("Freestanding" stores) are usually located along the perimeter of the parking area. Our 171 regional malls range in size from
approximately 400,000 to 2.0 million square feet of GLA. Our regional malls contain in the aggregate more than 18,300 occupied stores, including approximately 700 anchors, which are mostly
national retailers. Our regional mall totals include certain lifestyle centers when the center contains a traditional department store anchor.

Community/lifestyle
centers are generally unenclosed and smaller than our regional malls. Our 71 community/lifestyle centers generally range in size from approximately 100,000 to
600,000 square feet of GLA. Community/lifestyle centers are designed to serve a larger trade area and typically contain at least two anchors and other tenants that are usually national retailers among
the leaders in their markets. These tenants generally occupy a significant portion of the GLA of the center. We also own traditional community shopping centers that focus primarily on value-oriented
and convenience goods and services. These centers are usually anchored by a supermarket, discount retailer, or drugstore and are designed to service a neighborhood area. Finally, we own
open-air centers adjacent to our regional malls designed to take advantage of the drawing power of the mall.

Premium
Outlet centers generally contain a wide variety of retailers located in open-air manufacturer's outlet centers. Our 33 Premium Outlet centers range in size from
approximately 200,000 to 600,000 square feet of GLA. The Premium Outlet centers are generally located near metropolitan areas including New
York City, Los Angeles, Chicago, Boston, Washington, D.C., San Francisco, Sacramento, Atlanta, and Dallas; or within 20 miles of major tourist destinations including Palm Springs, Napa Valley,
Orlando, Las Vegas, and Honolulu.

We
also have interests in 11 other shopping centers or outlet centers. These other Properties range in size from approximately 85,000 to 300,000 square feet of GLA. The combined other
Properties represent less than 1% of our total operating income before depreciation.

The
following table provides representative data for our Properties as of December 31, 2005:

Regional
Malls

Premium
Outlet
Centers

Community/
Lifestyle
Centers

Other
Properties% of total Property annualized base rent

81.5
%
11.7
%
5.9
%
0.9
%% of total Property GLA

82.7
%
6.3
%
10.0
%
1.0
%% of Owned Property GLA

76.0
%
10.5
%
11.8
%
1.7
%


As
of December 31, 2005, approximately 93.1% of the Mall and Freestanding Owned GLA in regional malls and the retail space of the other Properties was leased, approximately 99.6%
of Owned GLA in the Premium Outlet centers was leased and approximately 91.6% of Owned GLA in the community/lifestyle centers was leased.

We
own 100% of 197 of our 286 Properties, effectively control 20 Properties in which we have a joint venture interest, and hold the remaining 69 Properties through unconsolidated joint
venture interests. We are the managing or co-managing general partner or member of 276 of our Properties. Substantially all of our joint venture Properties are subject to rights of first
refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in our joint ventures may
initiate these provisions at any time, which will result in either the use of available cash or borrowings to acquire their partnership interest or the disposal of our partnership interest.

The
following property table summarizes certain data on our regional malls, Premium Outlet centers, and community/lifestyle centers located in the United States, including Puerto Rico,
as of December 31, 2005.

15

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                |  |    |  |                                 |  |                                 |  |       |           |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ------------------------------ |  | -- |  | ------------------------------- |  | ------------------------------- |  | ----- | --------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|    |  | REGIONAL MALLS                 |  |    |  |                                 |  |                                 |  |       |           |               |  |       |   |                     |  |        
|1.  |  | Alton Square                   |  | IL |  | Alton (St. Louis)               |  | Fee                             |  | 100.0 | %         | Acquired 1993 |  | 74.6  | % | 426,315             |  | 213,142
|2.  |  | Anderson Mall                  |  | SC |  | Anderson (Greenville)           |  | Fee                             |  | 100.0 | %         | Built 1972    |  | 92.1  | % | 404,394             |  | 230,472
|3.  |  | Apple Blossom Mall             |  | VA |  | Winchester                      |  | Fee                             |  | 49.1  | % (4)     | Acquired 1999 |  | 90.6  | % | 229,011             |  | 213,457
|4.  |  | Arsenal Mall                   |  | MA |  | Watertown (Boston)              |  | Fee                             |  | 100.0 | %         | Acquired 1999 |  | 94.4  | % | 191,395             |  | 310,602
|5.  |  | Atrium Mall                    |  | MA |  | Chestnut Hill (Boston)          |  | Fee                             |  | 49.1  | % (4)     | Acquired 1999 |  | 98.8  | % |                    |  | 206,673
|6.  |  | Auburn Mall                    |  | MA |  | Auburn (Boston)                 |  | Fee                             |  | 49.1  | % (4)     | Acquired 1999 |  | 96.3  | % | 417,620             |  | 174,201
|7.  |  | Aventura Mall (1)              |  | FL |  | Miami Beach                     |  | Fee                             |  | 33.3  | % (4)     | Built 1983    |  | 95.1  | % | 1,257,638           |  | 662,700
|8.  |  | Avenues, The                   |  | FL |  | Jacksonville                    |  | Fee                             |  | 25.0  | % (4) (2) | Built 1990    |  | 97.8  | % | 754,956             |  | 361,099
|9.  |  | Bangor Mall                    |  | ME |  | Bangor                          |  | Fee                             |  | 66.4  | % (15)    | Acquired 2003 |  | 87.6  | % | 416,582             |  | 236,923
|10. |  | Barton Creek Square            |  | TX |  | Austin                          |  | Fee                             |  | 100.0 | %         | Built 1981    |  | 99.4  | % | 922,266             |  | 507,902
|11. |  | Battlefield Mall               |  | MO |  | Springfield                     |  | Fee and Ground Lease (2056)     |  | 100.0 | %         | Built 1970    |  | 95.2  | % | 770,111             |  | 420,373
|12. |  | Bay Park Square                |  | WI |  | Green Bay                       |  | Fee                             |  | 100.0 | %         | Built 1980    |  | 97.3  | % | 447,508             |  | 268,196
|13. |  | Bowie Town Center              |  | MD |  | Bowie (Washington, D.C.)        |  | Fee                             |  | 100.0 | %         | Built 2001    |  | 100.0 | % | 357,000             |  | 328,670
|14. |  | Boynton Beach Mall             |  | FL |  | Boynton Beach (W. Palm Beach)   |  | Fee                             |  | 100.0 | %         | Built 1985    |  | 94.5  | % | 714,210             |  | 301,559
|15. |  | Brea Mall                      |  | CA |  | Brea (Orange County)            |  | Fee                             |  | 100.0 | %         | Acquired 1998 |  | 99.6  | % | 874,802             |  | 443,010
|16. |  | Broadway Square                |  | TX |  | Tyler                           |  | Fee                             |  | 100.0 | %         | Acquired 1994 |  | 98.2  | % | 427,730             |  | 192,579
|17. |  | Brunswick Square               |  | NJ |  | East Brunswick (New York)       |  | Fee                             |  | 100.0 | %         | Built 1973    |  | 95.2  | % | 467,626             |  | 302,443
|18. |  | Burlington Mall                |  | MA |  | Burlington (Boston)             |  | Ground Lease (2048)             |  | 100.0 | %         | Acquired 1998 |  | 97.2  | % | 836,236             |  | 423,123
|19. |  | Cape Cod Mall                  |  | MA |  | Hyannis (Barnstable  Yarmouth) |  | Ground Leases (2009-2073) (7)   |  | 49.1  | % (4)     | Acquired 1999 |  | 98.0  | % | 420,199             |  | 303,861
|20. |  | Castleton Square               |  | IN |  | Indianapolis                    |  | Fee                             |  | 100.0 | %         | Built 1972    |  | 99.6  | % | 1,105,913           |  | 353,422
|21. |  | Century III Mall               |  | PA |  | West Mifflin (Pittsburgh)       |  | Fee                             |  | 100.0 | %         | Built 1979    |  | 83.5  | % | 831,439             |  | 459,265
|22. |  | Charlottesville Fashion Square |  | VA |  | Charlottesville                 |  | Ground Lease (2076)             |  | 100.0 | %         | Acquired 1997 |  | 97.6  | % | 381,153             |  | 190,645
|23. |  | Chautauqua Mall                |  | NY |  | Lakewood (Jamestown)            |  | Fee                             |  | 100.0 | %         | Built 1971    |  | 87.7  | % | 213,320             |  | 218,349
|24. |  | Chesapeake Square              |  | VA |  | Chesapeake (Norfolk  VA Beach) |  | Fee and Ground Lease (2062)     |  | 75.0  | % (12)    | Built 1989    |  | 92.6  | % | 534,760             |  | 272,092
|25. |  | Cielo Vista Mall               |  | TX |  | El Paso                         |  | Fee and Ground Lease (2005) (7) |  | 100.0 | %         | Built 1974    |  | 97.3  | % | 793,716             |  | 445,458

16

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                      |  |    |  |                                           |  |                                 |  |       |           |               |  |      |   | Gross Leasable Area |  |          
|--- |  | ------------------------------------ |  | -- |  | ----------------------------------------- |  | ------------------------------- |  | ----- | --------- | ------------- |  | ---- | - | ------------------- |  | ---------
|
|26. |  | Circle Centre                        |  | IN |  | Indianapolis                              |  | Property Lease (2097)           |  | 14.7  | % (4) (2) | Built 1995    |  | 88.2 | % | 350,000             |  | 432,913  
|27. |  | Coddingtown Mall                     |  | CA |  | Santa Rosa                                |  | Fee                             |  | 50.0  | % (4)     | Acquired 2005 |  | 79.1 | % | 547,090             |  | 310,020  
|28. |  | College Mall                         |  | IN |  | Bloomington                               |  | Fee and Ground Lease (2048) (7) |  | 100.0 | %         | Built 1965    |  | 88.6 | % | 356,887             |  | 255,656  
|29. |  | Columbia Center                      |  | WA |  | Kennewick                                 |  | Fee                             |  | 100.0 | %         | Acquired 1987 |  | 96.6 | % | 408,052             |  | 333,700  
|30. |  | Copley Place                         |  | MA |  | Boston                                    |  | Fee                             |  | 98.1  | %         | Acquired 2002 |  | 97.2 | % | 104,332             |  | 1,110,199
|31. |  | Coral Square                         |  | FL |  | Coral Springs (Miami  Ft. Lauderdale)    |  | Fee                             |  | 97.2  | %         | Built 1984    |  | 96.4 | % | 648,144             |  | 296,987  
|32. |  | Cordova Mall                         |  | FL |  | Pensacola                                 |  | Fee                             |  | 100.0 | %         | Acquired 1998 |  | 92.1 | % | 395,875             |  | 465,599  
|33. |  | Cottonwood Mall                      |  | NM |  | Albuquerque                               |  | Fee                             |  | 100.0 | %         | Built 1996    |  | 96.6 | % | 631,556             |  | 410,195  
|34. |  | Crossroads Mall                      |  | NE |  | Omaha                                     |  | Fee                             |  | 100.0 | %         | Acquired 1994 |  | 69.5 | % | 405,669             |  | 232,839  
|35. |  | Crystal Mall                         |  | CT |  | Waterford (New London  Norwich)          |  | Fee                             |  | 74.6  | % (4)     | Acquired 1998 |  | 93.3 | % | 442,311             |  | 351,693  
|36. |  | Crystal River Mall                   |  | FL |  | Crystal River                             |  | Fee                             |  | 100.0 | %         | Built 1990    |  | 90.0 | % | 302,495             |  | 121,835  
|37. |  | Dadeland Mall                        |  | FL |  | N. Miami Beach                            |  | Fee                             |  | 50.0  | % (4)     | Acquired 1997 |  | 97.2 | % | 1,132,072           |  | 335,568  
|38. |  | DeSoto Square                        |  | FL |  | Bradenton (Sarasota  Bradenton)          |  | Fee                             |  | 100.0 | %         | Built 1973    |  | 96.9 | % | 435,467             |  | 255,024  
|39. |  | Eastland Mall                        |  | IN |  | Evansville                                |  | Fee                             |  | 50.0  | % (4)     | Acquired 1998 |  | 97.3 | % | 489,144             |  | 375,572  
|40. |  | Edison Mall                          |  | FL |  | Fort Myers                                |  | Fee                             |  | 100.0 | %         | Acquired 1997 |  | 94.3 | % | 742,667             |  | 296,226  
|41. |  | Emerald Square                       |  | MA |  | North Attleboro (Providence  Fall River) |  | Fee                             |  | 49.1  | % (4)     | Acquired 1999 |  | 97.1 | % | 647,372             |  | 375,355  
|42. |  | Empire Mall (1)                      |  | SD |  | Sioux Falls                               |  | Fee and Ground Lease (2013) (7) |  | 50.0  | % (4)     | Acquired 1998 |  | 93.6 | % | 497,341             |  | 549,433  
|43. |  | Fashion Centre at Pentagon City, The |  | VA |  | Arlington (Washington, DC)                |  | Fee                             |  | 42.5  | % (4)     | Built 1989    |  | 99.2 | % | 472,729             |  | 517,230  
|44. |  | Fashion Mall at Keystone             |  | IN |  | Indianapolis                              |  | Ground Lease (2067)             |  | 100.0 | %         | Acquired 1997 |  | 98.3 | % | 249,721             |  | 430,507  
|45. |  | Fashion Valley Mall                  |  | CA |  | San Diego                                 |  | Fee                             |  | 50.0  | % (4)     | Acquired 2001 |  | 99.5 | % | 1,053,305           |  | 654,732  
|46  |  | Firewheel Town Center                |  | TX |  | Garland                                   |  | Fee                             |  | 100.0 | %         | Built 2005    |  | 95.9 | % | 298,857             |  | 485,051  
|47. |  | Florida Mall, The                    |  | FL |  | Orlando                                   |  | Fee                             |  | 50.0  | % (4)     | Built 1986    |  | 98.7 | % | 1,232,416           |  | 616,312  
|48. |  | Forest Mall                          |  | WI |  | Fond Du Lac                               |  | Fee                             |  | 100.0 | %         | Built 1973    |  | 88.4 | % | 327,260             |  | 173,418  
|49. |  | Forum Shops at Caesars, The          |  | NV |  | Las Vegas                                 |  | Ground Lease (2050)             |  | 100.0 | %         | Built 1992    |  | 99.1 | % |                    |  | 635,134  
|50. |  | Galleria, The                        |  | TX |  | Houston                                   |  | Fee and Ground Lease (2029)     |  | 31.5  | % (4)     | Acquired 2002 |  | 92.1 | % | 1,164,982           |  | 1,093,584
|51. |  | Granite Run Mall                     |  | PA |  | Media (Philadelphia)                      |  | Fee                             |  | 50.0  | % (4)     | Acquired 1998 |  | 90.9 | % | 500,809             |  | 545,697  

17

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                         |  |    |  |                                   |  |                                 |  |       |            |               |  |       |   | Gross Leasable Area |  |          
|--- |  | ----------------------- |  | -- |  | --------------------------------- |  | ------------------------------- |  | ----- | ---------- | ------------- |  | ----- | - | ------------------- |  | ---------
|
|52. |  | Great Lakes Mall        |  | OH |  | Mentor (Cleveland)                |  | Fee                             |  | 100.0 | %          | Built 1961    |  | 96.4  | % | 879,300             |  | 388,720  
|53. |  | Greendale Mall          |  | MA |  | Worcester (Boston)                |  | Fee and Ground Lease (2009) (7) |  | 49.1  | % (4)      | Acquired 1999 |  | 93.5  | % | 132,634             |  | 298,750  
|54. |  | Greenwood Park Mall     |  | IN |  | Greenwood (Indianapolis)          |  | Fee                             |  | 100.0 | %          | Acquired 1979 |  | 99.7  | % | 909,928             |  | 413,053  
|55. |  | Gulf View Square        |  | FL |  | Port Richey (Tampa  St. Pete)    |  | Fee                             |  | 100.0 | %          | Built 1980    |  | 97.3  | % | 461,852             |  | 291,948  
|56. |  | Gwinnett Place          |  | GA |  | Duluth (Atlanta)                  |  | Fee                             |  | 50.0  | % (4)      | Acquired 1998 |  | 88.6  | % | 843,609             |  | 434,711  
|57. |  | Haywood Mall            |  | SC |  | Greenville                        |  | Fee and Ground Lease (2017) (7) |  | 100.0 | %          | Acquired 1998 |  | 96.6  | % | 902,400             |  | 327,710  
|58. |  | Highland Mall (1)       |  | TX |  | Austin                            |  | Fee and Ground Lease (2070)     |  | 50.0  | % (4)      | Acquired 1998 |  | 86.0  | % | 732,000             |  | 359,749  
|59. |  | Independence Center     |  | MO |  | Independence (Kansas City)        |  | Fee                             |  | 100.0 | %          | Acquired 1994 |  | 99.8  | % | 499,284             |  | 523,483  
|60. |  | Indian River Mall       |  | FL |  | Vero Beach                        |  | Fee                             |  | 50.0  | % (4)      | Built 1996    |  | 92.7  | % | 445,552             |  | 302,738  
|61. |  | Ingram Park Mall        |  | TX |  | San Antonio                       |  | Fee                             |  | 100.0 | %          | Built 1979    |  | 95.8  | % | 751,704             |  | 378,280  
|62. |  | Irving Mall             |  | TX |  | Irving (Dallas  Ft. Worth)       |  | Fee                             |  | 100.0 | %          | Built 1971    |  | 97.7  | % | 637,415             |  | 406,604  
|63. |  | Jefferson Valley Mall   |  | NY |  | Yorktown Heights (New York)       |  | Fee                             |  | 100.0 | %          | Built 1983    |  | 96.3  | % | 310,095             |  | 276,137  
|64. |  | King of Prussia Mall    |  | PA |  | King of Prussia (Philadelphia)    |  | Fee                             |  | 12.4  | % (4) (15) | Acquired 2003 |  | 96.6  | % | 1,545,812           |  | 1,064,661
|65. |  | Knoxville Center        |  | TN |  | Knoxville                         |  | Fee                             |  | 100.0 | %          | Built 1984    |  | 88.4  | % | 597,028             |  | 383,991  
|66. |  | La Plaza Mall           |  | TX |  | McAllen                           |  | Fee and Ground Lease (2040) (7) |  | 100.0 | %          | Built 1976    |  | 100.0 | % | 776,397             |  | 426,769  
|67. |  | Lafayette Square        |  | IN |  | Indianapolis                      |  | Fee                             |  | 100.0 | %          | Built 1968    |  | 85.3  | % | 937,223             |  | 269,609  
|68. |  | Laguna Hills Mall       |  | CA |  | Laguna Hills (Orange County)      |  | Fee                             |  | 100.0 | %          | Acquired 1997 |  | 99.6  | % | 536,500             |  | 330,691  
|69. |  | Lake Square Mall        |  | FL |  | Leesburg (Orlando)                |  | Fee                             |  | 50.0  | % (4)      | Acquired 1998 |  | 83.1  | % | 296,037             |  | 264,753  
|70. |  | Lakeline Mall           |  | TX |  | Austin                            |  | Fee                             |  | 100.0 | %          | Built 1995    |  | 97.3  | % | 745,179             |  | 355,629  
|71. |  | Lehigh Valley Mall      |  | PA |  | Whitehall (Allentown  Bethlehem) |  | Fee                             |  | 37.6  | % (4) (15) | Acquired 2003 |  | 96.9  | % | 564,353             |  | 484,090  
|72. |  | Lenox Square            |  | GA |  | Atlanta                           |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 98.4  | % | 821,356             |  | 655,714  
|73. |  | Liberty Tree Mall       |  | MA |  | Danvers (Boston)                  |  | Fee                             |  | 49.1  | % (4)      | Acquired 1999 |  | 97.1  | % | 498,000             |  | 359,552  
|74. |  | Lima Mall               |  | OH |  | Lima                              |  | Fee                             |  | 100.0 | %          | Built 1965    |  | 89.1  | % | 541,861             |  | 204,090  
|75. |  | Lincolnwood Town Center |  | IL |  | Lincolnwood (Chicago)             |  | Fee                             |  | 100.0 | %          | Built 1990    |  | 95.5  | % | 220,830             |  | 200,719  
|76. |  | Lindale Mall (1)        |  | IA |  | Cedar Rapids                      |  | Fee                             |  | 50.0  | % (4)      | Acquired 1998 |  | 89.8  | % | 305,563             |  | 387,825  
|77. |  | Livingston Mall         |  | NJ |  | Livingston (New York)             |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 99.1  | % | 616,128             |  | 363,693  

18

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                              |  |    |  |                                |  |                                  |  |       |           |               |  |       |   | Gross Leasable Area |  |        
|---- |  | ---------------------------- |  | -- |  | ------------------------------ |  | -------------------------------- |  | ----- | --------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|78.  |  | Longview Mall                |  | TX |  | Longview                       |  | Fee                              |  | 100.0 | %         | Built 1978    |  | 66.4  | % | 402,843             |  | 209,932
|79.  |  | Mall at Chestnut Hill        |  | MA |  | Newton (Boston)                |  | Lease (2039) (9)                 |  | 47.2  | % (4)     | Acquired 2002 |  | 99.2  | % | 297,253             |  | 180,979
|80.  |  | Mall at Rockingham Park, The |  | NH |  | Salem (Boston)                 |  | Fee                              |  | 24.6  | % (4)     | Acquired 1999 |  | 100.0 | % | 638,111             |  | 382,047
|81.  |  | Mall at The Source, The      |  | NY |  | Westbury (New York)            |  | Fee                              |  | 25.5  | % (4) (2) | Built 1997    |  | 96.2  | % | 210,798             |  | 515,005
|82.  |  | Mall of Georgia              |  | GA |  | Mill Creek (Atlanta)           |  | Fee                              |  | 50.0  | % (4)     | Built 1999    |  | 97.9  | % | 1,069,590           |  | 716,069
|83.  |  | Mall of New Hampshire        |  | NH |  | Manchester (Boston)            |  | Fee                              |  | 49.1  | % (4)     | Acquired 1999 |  | 95.9  | % | 444,889             |  | 363,264
|84.  |  | Maplewood Mall               |  | MN |  | Minneapolis                    |  | Fee                              |  | 100.0 | %         | Acquired 2002 |  | 98.0  | % | 588,822             |  | 341,642
|85.  |  | Markland Mall                |  | IN |  | Kokomo                         |  | Ground Lease (2041)              |  | 100.0 | %         | Built 1968    |  | 92.2  | % | 273,094             |  | 141,558
|86.  |  | McCain Mall                  |  | AR |  | N. Little Rock                 |  | Fee and Ground Lease (2032) (10) |  | 100.0 | %         | Built 1973    |  | 96.4  | % | 554,156             |  | 221,849
|87.  |  | Melbourne Square             |  | FL |  | Melbourne                      |  | Fee                              |  | 100.0 | %         | Built 1982    |  | 89.1  | % | 371,167             |  | 259,007
|88.  |  | Menlo Park Mall              |  | NJ |  | Edison (New York)              |  | Fee                              |  | 100.0 | %         | Acquired 1997 |  | 96.5  | % | 527,591             |  | 756,297
|89.  |  | Mesa Mall (1)                |  | CO |  | Grand Junction                 |  | Fee                              |  | 50.0  | % (4)     | Acquired 1998 |  | 87.2  | % | 441,208             |  | 443,083
|90.  |  | Miami International Mall     |  | FL |  | South Miami                    |  | Fee                              |  | 47.8  | % (4)     | Built 1982    |  | 94.4  | % | 778,784             |  | 293,586
|91.  |  | Midland Park Mall            |  | TX |  | Midland                        |  | Fee                              |  | 100.0 | %         | Built 1980    |  | 93.3  | % | 339,113             |  | 278,861
|92.  |  | Miller Hill Mall             |  | MN |  | Duluth                         |  | Ground Lease (2008)              |  | 100.0 | %         | Built 1973    |  | 97.6  | % | 429,508             |  | 379,488
|93.  |  | Montgomery Mall              |  | PA |  | Montgomeryville (Philadelphia) |  | Fee                              |  | 53.5  | % (15)    | Acquired 2003 |  | 89.3  | % | 684,855             |  | 434,876
|94.  |  | Muncie Mall                  |  | IN |  | Muncie                         |  | Fee                              |  | 100.0 | %         | Built 1970    |  | 96.4  | % | 435,756             |  | 205,946
|95.  |  | Nanuet Mall                  |  | NY |  | Nanuet (New York)              |  | Fee                              |  | 100.0 | %         | Acquired 1998 |  | 77.4  | % | 583,711             |  | 332,990
|96.  |  | North East Mall              |  | TX |  | Hurst (Dallas  Ft. Worth)     |  | Fee                              |  | 100.0 | %         | Built 1971    |  | 97.4  | % | 1,194,589           |  | 467,785
|97.  |  | Northfield Square Mall       |  | IL |  | Bourbonnais (Chicago)          |  | Fee                              |  | 31.6  | % (12)    | Built 1990    |  | 78.0  | % | 310,994             |  | 247,802
|98.  |  | Northgate Mall               |  | WA |  | Seattle                        |  | Fee                              |  | 100.0 | %         | Acquired 1987 |  | 95.2  | % | 688,391             |  | 295,417
|99.  |  | Northlake Mall               |  | GA |  | Atlanta                        |  | Fee                              |  | 100.0 | %         | Acquired 1998 |  | 95.1  | % | 665,745             |  | 296,866
|100. |  | NorthPark Mall               |  | IA |  | Davenport                      |  | Fee                              |  | 50.0  | % (4)     | Acquired 1998 |  | 85.5  | % | 651,533             |  | 423,187
|101. |  | Northshore Mall              |  | MA |  | Peabody (Boston)               |  | Fee                              |  | 49.1  | % (4)     | Acquired 1999 |  | 93.7  | % | 979,755             |  | 688,630
|102. |  | Northwoods Mall              |  | IL |  | Peoria                         |  | Fee                              |  | 100.0 | %         | Acquired 1983 |  | 95.8  | % | 472,969             |  | 218,903
|103. |  | Oak Court Mall               |  | TN |  | Memphis                        |  | Fee                              |  | 100.0 | %         | Acquired 1997 |  | 91.8  | % | 532,817             |  | 315,009

19

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                             |  |    |  |                                 |  |                                 |  |       |            |               |  |       |   | Gross Leasable Area |  |        
|---- |  | --------------------------- |  | -- |  | ------------------------------- |  | ------------------------------- |  | ----- | ---------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|104. |  | Ocean County Mall           |  | NJ |  | Toms River (New York)           |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 89.4  | % | 616,443             |  | 275,921
|105. |  | Orange Park Mall            |  | FL |  | Orange Park (Jacksonville)      |  | Fee                             |  | 100.0 | %          | Acquired 1994 |  | 95.9  | % | 528,551             |  | 388,958
|106. |  | Orland Square               |  | IL |  | Orland Park (Chicago)           |  | Fee                             |  | 100.0 | %          | Acquired 1997 |  | 99.7  | % | 773,295             |  | 437,229
|107. |  | Oxford Valley Mall          |  | PA |  | Langhorne (Philadelphia)        |  | Fee                             |  | 63.2  | % (15)     | Acquired 2003 |  | 94.1  | % | 762,558             |  | 559,976
|108. |  | Paddock Mall                |  | FL |  | Ocala                           |  | Fee                             |  | 100.0 | %          | Built 1980    |  | 92.0  | % | 387,378             |  | 166,825
|109. |  | Palm Beach Mall             |  | FL |  | West Palm Beach                 |  | Fee                             |  | 100.0 | %          | Built 1967    |  | 90.5  | % | 749,288             |  | 335,230
|110. |  | Penn Square Mall            |  | OK |  | Oklahoma City                   |  | Ground Lease (2060)             |  | 94.5  | %          | Acquired 2002 |  | 99.3  | % | 588,137             |  | 444,030
|111. |  | Pheasant Lane Mall          |  | NH |  | Nashua (Boston)                 |  | (14)                            |  | (14)  |            | Acquired 2002 |  | 97.0  | % | 675,759             |  | 313,485
|112. |  | Phipps Plaza                |  | GA |  | Atlanta                         |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 97.1  | % | 472,385             |  | 347,107
|113. |  | Plaza Carolina              |  | PR |  | Carolina (San Juan)             |  | Fee                             |  | 100.0 | %          | Acquired 2004 |  | 96.8  | % | 504,796             |  | 608,908
|114. |  | Port Charlotte Town Center  |  | FL |  | Port Charlotte (Punta Gorda)    |  | Fee                             |  | 80.0  | % (12)     | Built 1989    |  | 82.9  | % | 458,251             |  | 323,979
|115. |  | Prien Lake Mall             |  | LA |  | Lake Charles                    |  | Fee and Ground Lease (2025) (7) |  | 100.0 | %          | Built 1972    |  | 92.7  | % | 644,124             |  | 176,139
|116. |  | Quaker Bridge Mall          |  | NJ |  | Lawrenceville                   |  | Fee                             |  | 38.0  | % (4) (15) | Acquired 2003 |  | 92.9  | % | 686,760             |  | 418,582
|117. |  | Raleigh Springs Mall        |  | TN |  | Memphis                         |  | Fee and Ground Lease (2018) (7) |  | 100.0 | %          | Built 1971    |  | 65.9  | % | 691,230             |  | 226,173
|118. |  | Richardson Square Mall      |  | TX |  | Richardson (Dallas  Ft. Worth) |  | Fee                             |  | 100.0 | %          | Built 1977    |  | 55.4  | % | 460,055             |  | 284,171
|119. |  | Richmond Town Square        |  | OH |  | Richmond Heights (Cleveland)    |  | Fee                             |  | 100.0 | %          | Built 1966    |  | 93.2  | % | 685,251             |  | 331,713
|120. |  | River Oaks Center           |  | IL |  | Calumet City (Chicago)          |  | Fee                             |  | 100.0 | %          | Acquired 1997 |  | 92.1  | % | 834,588             |  | 544,483
|121. |  | Rockaway Townsquare         |  | NJ |  | Rockaway (New York)             |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 97.6  | % | 786,626             |  | 462,618
|122. |  | Rolling Oaks Mall           |  | TX |  | San Antonio                     |  | Fee                             |  | 100.0 | %          | Built 1988    |  | 84.3  | % | 596,984             |  | 286,261
|123. |  | Roosevelt Field             |  | NY |  | Garden City (New York)          |  | Fee and Ground Lease (2090) (7) |  | 100.0 | %          | Acquired 1998 |  | 98.0  | % | 1,430,425           |  | 758,507
|124. |  | Ross Park Mall              |  | PA |  | Pittsburgh                      |  | Fee                             |  | 100.0 | %          | Built 1986    |  | 96.3  | % | 827,015             |  | 406,458
|125. |  | Rushmore Mall (1)           |  | SD |  | Rapid City                      |  | Fee                             |  | 50.0  | % (4)      | Acquired 1998 |  | 88.6  | % | 470,660             |  | 360,123
|126. |  | Santa Rosa Plaza            |  | CA |  | Santa Rosa                      |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 95.7  | % | 428,258             |  | 270,479
|127. |  | Seminole Towne Center       |  | FL |  | Sanford (Orlando)               |  | Fee                             |  | 45.0  | % (4) (2)  | Built 1995    |  | 86.3  | % | 768,798             |  | 383,683
|128. |  | Shops at Mission Viejo, The |  | CA |  | Mission Viejo (Orange County)   |  | Fee                             |  | 100.0 | %          | Built 1979    |  | 100.0 | % | 677,215             |  | 472,491
|129. |  | Shops at Sunset Place, The  |  | FL |  | Miami                           |  | Fee                             |  | 37.5  | % (4) (2)  | Built 1999    |  | 87.8  | % |                    |  | 506,792
|130. |  | Smith Haven Mall            |  | NY |  | Lake Grove (New York)           |  | Fee                             |  | 25.0  | % (4)      | Acquired 1995 |  | 96.2  | % | 666,283             |  | 414,833
|131. |  | Solomon Pond Mall           |  | MA |  | Marlborough (Boston)            |  | Fee                             |  | 49.1  | % (4)      | Acquired 1999 |  | 94.5  | % | 538,843             |  | 371,206

20

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                           |  |    |  |                                   |  |                                |  |       |            |               |  |       |   | Gross Leasable Area |  |        
|---- |  | ------------------------- |  | -- |  | --------------------------------- |  | ------------------------------ |  | ----- | ---------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|132. |  | South Hills Village       |  | PA |  | Pittsburgh                        |  | Fee                            |  | 100.0 | %          | Acquired 1997 |  | 94.5  | % | 655,987             |  | 486,626
|133. |  | South Shore Plaza         |  | MA |  | Braintree (Boston)                |  | Fee                            |  | 100.0 | %          | Acquired 1998 |  | 97.9  | % | 847,603             |  | 612,832
|134. |  | Southern Hills Mall (1)   |  | IA |  | Sioux City                        |  | Fee                            |  | 50.0  | % (4)      | Acquired 1998 |  | 82.0  | % | 372,937             |  | 431,709
|135. |  | Southern Park Mall        |  | OH |  | Boardman (Youngstown)             |  | Fee                            |  | 100.0 | %          | Built 1970    |  | 96.3  | % | 811,858             |  | 383,412
|136. |  | SouthPark Mall            |  | IL |  | Moline (Davenport  Moline)       |  | Fee                            |  | 50.0  | % (4)      | Acquired 1998 |  | 81.6  | % | 578,056             |  | 448,482
|137. |  | SouthPark                 |  | NC |  | Charlotte                         |  | Fee & Ground Lease (2040) (11) |  | 100.0 | %          | Acquired 2002 |  | 99.1  | % | 964,742             |  | 483,832
|138. |  | SouthRidge Mall (1)       |  | IA |  | Des Moines                        |  | Fee                            |  | 50.0  | % (4)      | Acquired 1998 |  | 67.4  | % | 497,806             |  | 504,332
|139. |  | Springfield Mall (1)      |  | PA |  | Springfield (Philadelphia)        |  | Fee                            |  | 38.0  | % (4) (15) | Acquired 2005 |  | 94.8  | % | 367,176             |  | 221,484
|140. |  | Square One Mall           |  | MA |  | Saugus (Boston)                   |  | Fee                            |  | 49.1  | % (4)      | Acquired 1999 |  | 95.7  | % | 540,101             |  | 324,659
|141. |  | St. Charles Towne Center  |  | MD |  | Waldorf (Washington, D.C.)        |  | Fee                            |  | 100.0 | %          | Built 1990    |  | 96.7  | % | 631,602             |  | 349,817
|142. |  | St. Johns Town Center     |  | FL |  | Jacksonville                      |  | Fee                            |  | 50.0  | % (4)      | Built 2005    |  | 100.0 | % | 650,982             |  | 379,212
|143. |  | Stanford Shopping Center  |  | CA |  | Palo Alto (San Francisco)         |  | Ground Lease (2054)            |  | 100.0 | %          | Acquried 2003 |  | 95.7  | % | 849,153             |  | 529,028
|144. |  | Summit Mall               |  | OH |  | Akron                             |  | Fee                            |  | 100.0 | %          | Built 1965    |  | 95.4  | % | 432,936             |  | 330,513
|145. |  | Sunland Park Mall         |  | TX |  | El Paso                           |  | Fee                            |  | 100.0 | %          | Built 1988    |  | 90.0  | % | 575,837             |  | 342,410
|146. |  | Tacoma Mall               |  | WA |  | Tacoma                            |  | Fee                            |  | 100.0 | %          | Acquired 1987 |  | 98.0  | % | 924,045             |  | 404,895
|147. |  | Tippecanoe Mall           |  | IN |  | Lafayette                         |  | Fee                            |  | 100.0 | %          | Built 1973    |  | 92.3  | % | 537,790             |  | 322,663
|148. |  | Town Center at Aurora     |  | CO |  | Aurora (Denver)                   |  | Fee                            |  | 100.0 | %          | Acquired 1998 |  | 80.1  | % | 496,637             |  | 408,095
|149. |  | Town Center at Boca Raton |  | FL |  | Boca Raton (W. Palm Beach)        |  | Fee                            |  | 100.0 | %          | Acquired 1998 |  | 99.7  | % | 1,085,312           |  | 492,901
|150. |  | Town Center at Cobb       |  | GA |  | Kennesaw (Atlanta)                |  | Fee                            |  | 50.0  | % (4)      | Acquired 1998 |  | 92.9  | % | 866,381             |  | 408,283
|151. |  | Towne East Square         |  | KS |  | Wichita                           |  | Fee                            |  | 100.0 | %          | Built 1975    |  | 90.2  | % | 779,490             |  | 389,677
|152. |  | Towne West Square         |  | KS |  | Wichita                           |  | Fee                            |  | 100.0 | %          | Built 1980    |  | 91.4  | % | 619,269             |  | 332,178
|153. |  | Treasure Coast Square     |  | FL |  | Jensen Beach (Ft. Pierce)         |  | Fee                            |  | 100.0 | %          | Built 1987    |  | 90.1  | % | 511,372             |  | 349,214
|154. |  | Trolley Square            |  | UT |  | Salt Lake City                    |  | Fee                            |  | 90.0  | %          | Acquired 1986 |  | 88.0  | % |                    |  | 224,987
|155. |  | Tyrone Square             |  | FL |  | St. Petersburg (Tampa  St. Pete) |  | Fee                            |  | 100.0 | %          | Built 1972    |  | 98.2  | % | 748,269             |  | 367,684
|156. |  | University Mall           |  | AR |  | Little Rock                       |  | Ground Lease (2026)            |  | 100.0 | %          | Built 1967    |  | 51.6  | % | 364,992             |  | 153,010

21

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                              |  |    |  |                                    |  |                     |  |       |       |               |  |            |   | Gross Leasable Area |  |        
|---- |  | ---------------------------- |  | -- |  | ---------------------------------- |  | ------------------- |  | ----- | ----- | ------------- |  | ---------- | - | ------------------- |  | -------
|
|157. |  | University Mall              |  | FL |  | Pensacola                          |  | Fee                 |  | 100.0 | %     | Acquired 1994 |  | 75.4       | % | 478,449             |  | 230,767
|158. |  | University Park Mall         |  | IN |  | Mishawaka (South Bend)             |  | Fee                 |  | 60.0  | %     | Built 1979    |  | 97.3       | % | 622,508             |  | 320,468
|159. |  | Upper Valley Mall            |  | OH |  | Springfield (Dayton  Springfield) |  | Fee                 |  | 100.0 | %     | Built 1971    |  | 75.8       | % | 479,418             |  | 263,011
|160. |  | Valle Vista Mall             |  | TX |  | Harlingen                          |  | Fee                 |  | 100.0 | %     | Built 1983    |  | 75.8       | % | 389,781             |  | 265,767
|161. |  | Valley Mall                  |  | VA |  | Harrisonburg                       |  | Fee                 |  | 50.0  | % (4) | Acquired 1998 |  | 92.9       | % | 315,078             |  | 194,124
|162. |  | Virginia Center Commons      |  | VA |  | Glen Allen (Richmond)              |  | Fee                 |  | 100.0 | %     | Built 1991    |  | 98.7       | % | 506,639             |  | 281,597
|163. |  | Walt Whitman Mall            |  | NY |  | Huntington Station (New York)      |  | Ground Lease (2012) |  | 100.0 | %     | Acquired 1998 |  | 90.4       | % | 742,214             |  | 292,606
|164. |  | Washington Square            |  | IN |  | Indianapolis                       |  | Fee                 |  | 100.0 | %     | Built 1974    |  | 73.6       | % | 616,109             |  | 352,252
|165. |  | West Ridge Mall              |  | KS |  | Topeka                             |  | Fee                 |  | 100.0 | %     | Built 1988    |  | 80.9       | % | 716,811             |  | 299,856
|166. |  | West Town Mall               |  | TN |  | Knoxville                          |  | Ground Lease (2042) |  | 50.0  | % (4) | Acquired 1991 |  | 96.0       | % | 878,311             |  | 446,545
|167. |  | Westchester, The             |  | NY |  | White Plains (New York)            |  | Fee                 |  | 40.0  | % (4) | Acquired 1997 |  | 95.9       | % | 349,393             |  | 478,337
|168. |  | Westminster Mall             |  | CA |  | Westminster (Orange County)        |  | Fee                 |  | 100.0 | %     | Acquired 1998 |  | 94.7       | % | 716,939             |  | 507,652
|169. |  | White Oaks Mall              |  | IL |  | Springfield                        |  | Fee                 |  | 77.5  | %     | Built 1977    |  | 89.0       | % | 556,831             |  | 380,095
|170. |  | Wolfchase Galleria           |  | TN |  | Memphis                            |  | Fee                 |  | 94.5  | %     | Acquired 2002 |  | 99.3       | % | 761,648             |  | 505,776
|171. |  | Woodland Hills Mall          |  | OK |  | Tulsa                              |  | Fee                 |  | 94.5  | %     | Acquired 2002 |  | 98.6       | % | 709,447             |  | 382,755
|     |  |                              |  |    |  |                                    |  |                     |  |       |       |               |  |            |   |                     |  |        
|     |  | Total Regional Mall GLA      |  |    |  |                                    |  |                     |  |       |       | 101,368,400   |  | 65,024,345 |   | 166,392,745         |  |        
|     |  |                              |  |    |  |                                    |  |                     |  |       |       |               |  |            |   |                     |  |        
|     |  | PREMIUM OUTLET CENTERS       |  |    |  |                                    |  |                     |  |       |       |               |  |            |   |                     |  |        
|1.   |  | Albertville Premium Outlets  |  | MN |  | Albertville (Minneapolis/St. Paul) |  | Fee                 |  | 100.0 | %     | Acquired 2004 |  | 98.5       | % |                    |  | 429,534
|2.   |  | Allen Premium Outlets        |  | TX |  | Allen (Dallas)                     |  | Fee                 |  | 100.0 | %     | Acquired 2004 |  | 97.5       | % |                    |  | 413,492
|3.   |  | Aurora Farms Premium Outlets |  | OH |  | Aurora (Cleveland)                 |  | Fee                 |  | 100.0 | %     | Acquired 2004 |  | 99.0       | % |                    |  | 300,181
|4.   |  | Camarillo Premium Outlets    |  | CA |  | Camarillo (Los Angeles)            |  | Fee                 |  | 100.0 | %     | Acquired 2004 |  | 100.0      | % |                    |  | 454,070
|5.   |  | Carlsbad Premium Outlets     |  | CA |  | Carlsbad                           |  | Fee                 |  | 100.0 | %     | Acquired 2004 |  | 100.0      | % |                    |  | 287,936

22

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                  |  |    |  |                                             |  |                     |  |       |   |               |  |       |   | Gross Leasable Area |  |        
|--- |  | -------------------------------- |  | -- |  | ------------------------------------------- |  | ------------------- |  | ----- | - | ------------- |  | ----- | - | ------------------- |  | -------
|
|6.  |  | Carolina Premium Outlets         |  | NC |  | Smithfield (Raleigh  Durham  Chapel Hill) |  | Ground Lease (2029) |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 439,398
|7.  |  | Chicago Premium Outlets          |  | IL |  | Aurora (Chicago)                            |  | Fee                 |  | 100.0 | % | Built 2004    |  | 100.0 | % |                    |  | 437,800
|8.  |  | Clinton Crossing Premium Outlets |  | CT |  | Clinton (Hartford)                          |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 272,351
|9.  |  | Columbia Gorge Premium Outlets   |  | OR |  | Troutdale (Portland  Vancouver)            |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.2  | % |                    |  | 163,815
|10. |  | Desert Hills Premium Outlets     |  | CA |  | Cabazon (Palm Springs  Los Angeles)        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 498,516
|11. |  | Edinburgh Premium Outlets        |  | IN |  | Edinburgh (Indianapolis)                    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.0  | % |                    |  | 371,117
|12. |  | Folsom Premium Outlets           |  | CA |  | Folsom (Sacramento)                         |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.0  | % |                    |  | 299,270
|13. |  | Gilroy Premium Outlets           |  | CA |  | Gilroy (San Jose)                           |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.2  | % |                    |  | 577,295
|14. |  | Jackson Premium Outlets          |  | NJ |  | Jackson                                     |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.8  | % |                    |  | 285,552
|15. |  | Johnson Creek Premium Outlets    |  | WI |  | Johnson Creek                               |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.5  | % |                    |  | 277,585
|16. |  | Kittery Premium Outlets          |  | ME |  | Kittery (Boston)                            |  | Ground Lease (2009) |  | 100.0 | % | Acquired 2004 |  | 98.8  | % |                    |  | 150,564
|17. |  | Las Vegas Premium Outlets        |  | NV |  | Las Vegas                                   |  | Fee                 |  | 100.0 | % | Built 2003    |  | 100.0 | % |                    |  | 434,978
|18. |  | Leesburg Corner Premium Outlets  |  | VA |  | Leesburg (Washington DC)                    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.8  | % |                    |  | 463,288
|19. |  | Liberty Village Premium Outlets  |  | NJ |  | Flemington (New York  Philadelphia)        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.8  | % |                    |  | 173,645
|20. |  | Lighthouse Place Premium Outlets |  | IN |  | Michigan City (Chicago)                     |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.5  | % |                    |  | 472,489
|21. |  | Napa Premium Outlets             |  | CA |  | Napa (Napa Valley)                          |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.6  | % |                    |  | 179,348

23

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                  |  |    |  |                                |  |                     |  |       |   |               |  |            |   | Gross Leasable Area |  |        
|--- |  | -------------------------------- |  | -- |  | ------------------------------ |  | ------------------- |  | ----- | - | ------------- |  | ---------- | - | ------------------- |  | -------
|
|22. |  | North Georgia Premium Outlets    |  | GA |  | Dawsonville (Atlanta)          |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.6       | % |                    |  | 539,757
|23. |  | Orlando Premium Outlets          |  | FL |  | Orlando                        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0      | % |                    |  | 435,813
|24. |  | Osage Beach Premium Outlets      |  | MO |  | Osage Beach                    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.9       | % |                    |  | 391,381
|25. |  | Petaluma Village Premium Outlets |  | CA |  | Petaluma (San Francisco)       |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.3       | % |                    |  | 195,837
|26. |  | Seattle Premium Outlets          |  | WA |  | Seattle                        |  | Ground Lease (2035) |  | 100.0 | % | Built 2005    |  | 99.0       | % |                    |  | 381,154
|27. |  | St. Augustine Premium Outlets    |  | FL |  | St. Augustine (Jacksonsville)  |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.2       | % |                    |  | 329,003
|28. |  | The Crossings Premium Outlets    |  | PA |  | Tannersville                   |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0      | % |                    |  | 411,391
|29. |  | Vacaville Premium Outlets        |  | CA |  | Vacaville                      |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.5       | % |                    |  | 444,212
|30. |  | Waikele Premium Outlets          |  | HI |  | Waipahu (Honolulu)             |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0      | % |                    |  | 209,846
|31. |  | Waterloo Premium Outlets         |  | NY |  | Waterloo                       |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0      | % |                    |  | 417,519
|32. |  | Woodbury Common Premium Outlets  |  | NY |  | Central Valley (New York City) |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0      | % |                    |  | 844,488
|33. |  | Wrentham Village Premium Outlets |  | MA |  | Wrentham (Boston)              |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 96.9       | % |                    |  | 600,613
|    |  |                                  |  |    |  |                                |  |                     |  |       |   |               |  |            |   |                     |  |        
|    |  | Total Premium Outlet Center GLA  |  |    |  |                                |  |                     |  |       |   |              |  | 12,583,238 |   | 12,583,238          |  |        
|    |  |                                  |  |    |  |                                |  |                     |  |       |   |               |  |            |   |                     |  |        
|    |  | COMMUNITY/LIFESTYLE CENTERS      |  |    |  |                                |  |                     |  |       |   |               |  |            |   |                     |  |        
|1.  |  | Arboretum at Great Hills         |  | TX |  | Austin                         |  | Fee                 |  | 100.0 | % | Acquired 1998 |  | 91.5       | % | 35,773              |  | 169,293
|2.  |  | Bloomingdale Court               |  | IL |  | Bloomingdale                   |  | Fee                 |  | 100.0 | % | Built 1987    |  | 99.4       | % | 417,513             |  | 160,769
|3.  |  | Boardman Plaza                   |  | OH |  | Youngstown                     |  | Fee                 |  | 100.0 | % | Built 1951    |  | 80.5       | % | 365,834             |  | 240,264
|4.  |  | Brightwood Plaza                 |  | IN |  | Indianapolis                   |  | Fee                 |  | 100.0 | % | Built 1965    |  | 100.0      | % |                    |  | 38,493 

24

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                             |  |    |  |                       |  |                                  |  |       |            |               |  |       |   | Gross Leasable Area |  |        
|--- |  | --------------------------- |  | -- |  | --------------------- |  | -------------------------------- |  | ----- | ---------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|5.  |  | Celina Plaza                |  | TX |  | El Paso               |  | Fee and Ground Lease (2005) (11) |  | 100.0 | %          | Built 1978    |  | 100.0 | % |                    |  | 8,695  
|6.  |  | Charles Towne Square        |  | SC |  | Charleston            |  | Fee                              |  | 100.0 | %          | Built 1976    |  | 100.0 | % | 71,794              |  |       
|7.  |  | Chesapeake Center           |  | VA |  | Chesapeake            |  | Fee                              |  | 100.0 | %          | Built 1989    |  | 70.4  | % | 213,651             |  | 92,284 
|8.  |  | Clay Terrace                |  | IN |  | Carmel (Indianapolis) |  | Fee                              |  | 50.0  | % (4)      | Built 2004    |  | 88.0  | % | 161,281             |  | 336,167
|9.  |  | Cobblestone Court           |  | NY |  | Victor                |  | Fee and Ground Lease (2038) (7)  |  | 35.0  | % (4) (13) | Built 1993    |  | 100.0 | % | 206,680             |  | 58,819 
|10. |  | Countryside Plaza           |  | IL |  | Countryside           |  | Fee and Ground Lease (2058) (7)  |  | 100.0 | %          | Built 1977    |  | 85.3  | % | 308,489             |  | 116,525
|11. |  | Crystal Court               |  | IL |  | Crystal Lake          |  | Fee                              |  | 35.0  | % (4) (13) | Built 1989    |  | 84.8  | % | 201,993             |  | 76,977 
|12. |  | Dare Centre                 |  | NC |  | Kill Devil Hills      |  | Ground Lease (2058)              |  | 100.0 | %          | Acquired 2004 |  | 100.0 | % | 127,172             |  | 41,473 
|13. |  | DeKalb Plaza                |  | PA |  | King of Prussia       |  | Fee                              |  | 50.3  | % (15)     | Acquired 2003 |  | 100.0 | % | 81,368              |  | 20,345 
|14. |  | Eastland Convenience Center |  | IN |  | Evansville            |  | Ground Lease (2075)              |  | 50.0  | % (4)      | Acquired 1998 |  | 96.1  | % | 126,699             |  | 48,940 
|15. |  | Eastland Plaza              |  | OK |  | Tulsa                 |  | Fee                              |  | 100.0 | %          | Built 1986    |  | 79.1  | % | 152,451             |  | 33,695 
|16. |  | Empire East (1)             |  | SD |  | Sioux Falls           |  | Fee                              |  | 50.0  | % (4)      | Acquired 1998 |  | 81.9  | % | 248,181             |  | 48,580 
|17. |  | Fairfax Court               |  | VA |  | Fairfax               |  | Fee                              |  | 26.3  | % (4) (13) | Built 1992    |  | 100.0 | % | 169,043             |  | 80,615 
|18. |  | Forest Plaza                |  | IL |  | Rockford              |  | Fee                              |  | 100.0 | %          | Built 1985    |  | 97.4  | % | 325,170             |  | 100,587
|19. |  | Gaitway Plaza               |  | FL |  | Ocala                 |  | Fee                              |  | 23.3  | % (4) (13) | Built 1989    |  | 97.7  | % | 123,027             |  | 85,713 
|20. |  | Gateway Shopping Centers    |  | TX |  | Austin                |  | Fee                              |  | 95.0  | %          | 2004          |  | 100.0 | % | 396,494             |  | 115,825
|21. |  | Great Lakes Plaza           |  | OH |  | Mentor (Cleveland)    |  | Fee                              |  | 100.0 | %          | Built 1976    |  | 100.0 | % | 142,229             |  | 21,875 
|22. |  | Great Northeast Plaza       |  | PA |  | Philadelphia          |  | Fee                              |  | 50.0  | % (4)      | Acquired 1989 |  | 98.3  | % | 237,151             |  | 57,600 
|23. |  | Greenwood Plus              |  | IN |  | Greenwood             |  | Fee                              |  | 100.0 | %          | Built 1979    |  | 100.0 | % | 134,141             |  | 15,146 
|24. |  | Griffith Park Plaza         |  | IN |  | Griffith              |  | Ground Lease (2060)              |  | 100.0 | %          | Built 1979    |  | 26.1  | % | 175,595             |  | 88,455 
|25. |  | Henderson Square            |  | PA |  | King of Prussia       |  | Fee                              |  | 76.0  | % (15)     | Acquired 2003 |  | 100.0 | % | 72,683              |  | 34,661 
|26. |  | Highland Lakes Center       |  | FL |  | Orlando               |  | Fee                              |  | 100.0 | %          | Built 1991    |  | 99.0  | % | 352,277             |  | 140,862
|27. |  | Indian River Commons        |  | FL |  | Vero Beach            |  | Fee                              |  | 50.0  | % (4)      | Built 1997    |  | 93.9  | % | 233,358             |  | 27,510 
|28. |  | Ingram Plaza                |  | TX |  | San Antonio           |  | Fee                              |  | 100.0 | %          | Built 1980    |  | 100.0 | % |                    |  | 111,518
|29. |  | Keystone Shoppes            |  | IN |  | Indianapolis          |  | Ground Lease (2067)              |  | 100.0 | %          | Acquired 1997 |  | 83.5  | % |                    |  | 29,140 
|30. |  | Knoxville Commons           |  | TN |  | Knoxville             |  | Fee                              |  | 100.0 | %          | Built 1987    |  | 100.0 | % | 91,483              |  | 88,980 
|31. |  | Lake Plaza                  |  | IL |  | Waukegan              |  | Fee                              |  | 100.0 | %          | Built 1986    |  | 100.0 | % | 170,789             |  | 44,673 

25

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                               |  |    |  |                                       |  |                                 |  |       |            |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ----------------------------- |  | -- |  | ------------------------------------- |  | ------------------------------- |  | ----- | ---------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|32. |  | Lake View Plaza               |  | IL |  | Orland Park (Chicago)                 |  | Fee                             |  | 100.0 | %          | Built 1986    |  | 95.7  | % | 261,810             |  | 109,022
|33. |  | Lakeline Plaza                |  | TX |  | Austin                                |  | Fee                             |  | 100.0 | %          | Built 1998    |  | 98.4  | % | 307,966             |  | 79,497 
|34. |  | Lima Center                   |  | OH |  | Lima                                  |  | Fee                             |  | 100.0 | %          | Built 1978    |  | 96.3  | % | 189,584             |  | 47,294 
|35. |  | Lincoln Crossing              |  | IL |  | O'Fallon                              |  | Fee                             |  | 100.0 | %          | Built 1990    |  | 100.0 | % | 229,820             |  | 13,446 
|36. |  | Lincoln Plaza                 |  | PA |  | King of Prussia                       |  | Fee                             |  | 63.2  | % (15)     | Acquired 2003 |  | 87.6  | % | 143,649             |  | 123,582
|37. |  | MacGregor Village             |  | NC |  | Cary                                  |  | Fee                             |  | 100.0 | %          | Acquired 2004 |  | 80.4  | % |                    |  | 143,476
|38. |  | Mall of Georgia Crossing      |  | GA |  | Mill Creek (Atlanta)                  |  | Fee                             |  | 100.0 | %          | Built 1999    |  | 98.3  | % | 341,503             |  | 99,109 
|39. |  | Markland Plaza                |  | IN |  | Kokomo                                |  | Fee                             |  | 100.0 | %          | Built 1974    |  | 100.0 | % | 49,051              |  | 41,476 
|40. |  | Martinsville Plaza            |  | VA |  | Martinsville                          |  | Space Lease (2046)              |  | 100.0 | %          | Built 1967    |  | 97.1  | % | 60,000              |  | 42,105 
|41. |  | Matteson Plaza                |  | IL |  | Matteson                              |  | Fee                             |  | 100.0 | %          | Built 1988    |  | 44.1  | % | 230,959             |  | 40,070 
|42. |  | Muncie Plaza                  |  | IN |  | Muncie                                |  | Fee                             |  | 100.0 | %          | Built 1998    |  | 100.0 | % | 271,626             |  | 27,195 
|43. |  | New Castle Plaza              |  | IN |  | New Castle                            |  | Fee                             |  | 100.0 | %          | Built 1966    |  | 100.0 | % | 24,912              |  | 66,736 
|44. |  | North Ridge Plaza             |  | IL |  | Joliet                                |  | Fee                             |  | 100.0 | %          | Built 1985    |  | 75.5  | % | 190,323             |  | 114,747
|45. |  | North Ridge Shopping Center   |  | NC |  | Raleigh                               |  | Fee                             |  | 100.0 | %          | Acquired 2004 |  | 98.0  | % | 43,247              |  | 123,214
|46. |  | Northland Plaza               |  | OH |  | Columbus                              |  | Fee and Ground Lease (2085) (7) |  | 100.0 | %          | Built 1988    |  | 50.2  | % | 118,304             |  | 91,230 
|47. |  | Northwood Plaza               |  | IN |  | Fort Wayne                            |  | Fee                             |  | 100.0 | %          | Built 1974    |  | 88.4  | % | 136,404             |  | 71,841 
|48. |  | Park Plaza                    |  | KY |  | Hopkinsville                          |  | Fee and Ground Lease (2039) (7) |  | 100.0 | %          | Built 1968    |  | 95.2  | % | 82,398              |  | 32,626 
|49. |  | Plaza at Buckland Hills, The  |  | CT |  | Manchester                            |  | Fee                             |  | 35.0  | % (4) (13) | Built 1993    |  | 95.6  | % | 252,179             |  | 82,834 
|50. |  | Regency Plaza                 |  | MO |  | St. Charles                           |  | Fee                             |  | 100.0 | %          | Built 1988    |  | 100.0 | % | 210,627             |  | 76,846 
|51. |  | Ridgewood Court               |  | MS |  | Jackson                               |  | Fee                             |  | 35.0  | % (4) (13) | Built 1993    |  | 99.3  | % | 185,939             |  | 54,723 
|52. |  | Rockaway Convenience Center   |  | NJ |  | Rockaway (New York)                   |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 94.1  | % | 44,518              |  | 104,393
|53. |  | Rockaway Town Plaza           |  | NJ |  | Rockaway (New York)                   |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 97.8  | % | 407,303             |  | 51,476 
|54. |  | Royal Eagle Plaza             |  | FL |  | Coral Springs (Miami  Ft. Lauderale) |  | Fee                             |  | 35.0  | % (4) (13) | Built 1989    |  | 99.3  | % | 124,479             |  | 77,593 
|55. |  | Shops at North East Mall, The |  | TX |  | Hurst                                 |  | Fee                             |  | 100.0 | %          | Built 1999    |  | 100.0 | % | 265,595             |  | 99,097 

26

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                      |  |    |  |                            |  |                     |  |       |            |               |  |           |   | Gross Leasable Area |  |        
|--- |  | ------------------------------------ |  | -- |  | -------------------------- |  | ------------------- |  | ----- | ---------- | ------------- |  | --------- | - | ------------------- |  | -------
|
|56. |  | St. Charles Towne Plaza              |  | MD |  | Waldorf (Washington, D.C.) |  | Fee                 |  | 100.0 | %          | Built 1987    |  | 72.1      | % | 285,716             |  | 118,008
|57. |  | Teal Plaza                           |  | IN |  | Lafayette                  |  | Fee                 |  | 100.0 | %          | Built 1962    |  | 100.0     | % | 98,337              |  | 2,750  
|58. |  | Terrace at the Florida Mall          |  | FL |  | Orlando                    |  | Fee                 |  | 100.0 | %          | Built 1989    |  | 96.3      | % | 281,252             |  | 47,531 
|59. |  | Tippecanoe Plaza                     |  | IN |  | Lafayette                  |  | Fee                 |  | 100.0 | %          | Built 1974    |  | 100.0     | % | 85,811              |  | 4,711  
|60. |  | University Center                    |  | IN |  | Mishawaka                  |  | Fee                 |  | 60.0  | %          | Built 1980    |  | 91.4      | % | 98,264              |  | 46,177 
|61. |  | Village Park Plaza                   |  | IN |  | Carmel (Indianapolis)      |  | Fee                 |  | 35.0  | % (4) (13) | Built 1990    |  | 94.5      | % | 430,368             |  | 112,419
|62. |  | Wabash Village                       |  | IN |  | West Lafayette             |  | Ground Lease (2063) |  | 100.0 | %          | Built 1970    |  | 12.2      | % | 109,388             |  | 15,148 
|63. |  | Washington Plaza                     |  | IN |  | Indianapolis               |  | Fee                 |  | 100.0 | %          | Built 1976    |  | 100.0     | % | 21,500              |  | 28,607 
|64. |  | Waterford Lakes Town Center          |  | FL |  | Orlando                    |  | Fee                 |  | 100.0 | %          | Built 1999    |  | 99.8      | % | 622,244             |  | 329,427
|65. |  | West Ridge Plaza                     |  | KS |  | Topeka                     |  | Fee                 |  | 100.0 | %          | Built 1988    |  | 100.0     | % | 182,161             |  | 59,226 
|66. |  | West Town Corners                    |  | FL |  | Altamonte Springs          |  | Fee                 |  | 23.3  | % (4) (13) | Built 1989    |  | 98.7      | % | 263,782             |  | 121,455
|67. |  | Westland Park Plaza                  |  | FL |  | Orange Park                |  | Fee                 |  | 23.3  | % (4) (13) | Built 1989    |  | 96.3      | % | 123,548             |  | 39,606 
|68. |  | White Oaks Plaza                     |  | IL |  | Springfield                |  | Fee                 |  | 100.0 | %          | Built 1986    |  | 100.0     | % | 275,703             |  | 115,723
|69. |  | Whitehall Mall                       |  | PA |  | Whitehall                  |  | Fee                 |  | 38.0  | % (15) (4) | Acquired 2003 |  | 98.5      | % | 436,920             |  | 148,163
|70. |  | Willow Knolls Court                  |  | IL |  | Peoria                     |  | Fee                 |  | 35.0  | % (4) (13) | Built 1990    |  | 96.6      | % | 309,440             |  | 72,937 
|71. |  | Wolf Ranch                           |  | TX |  | Georgetown (Austin)        |  | Fee                 |  | 100.0 | %          | Built 2005    |  | 69.1      | % | 395,077             |  | 223,070
|    |  |                                      |  |    |  |                            |  |                     |  |       |            |               |  |           |   |                     |  |        
|    |  | Total Community/Lifestyle Center GLA |  |    |  |                            |  |                     |  |       |            | 13,534,026    |  | 5,833,065 |   | 19,367,091          |  |        
|    |  |                                      |  |    |  |                            |  |                     |  |       |            |               |  |           |   |                     |  |        
|    |  | OTHER PROPERTIES                     |  |    |  |                            |  |                     |  |       |            |               |  |           |   |                     |  |        
|1.  |  | Crossville Outlet Center             |  | TN |  | Crossville                 |  | Fee                 |  | 100.0 | %          | Acquired 2004 |  | 100.0     | % |                    |  | 151,256
|2.  |  | Factory Merchants Branson            |  | MO |  | Branson                    |  | Fee                 |  | 100.0 | %          | Acquired 2004 |  | 91.7      | % |                    |  | 269,307
|3.  |  | Factory Stores of America-Boaz       |  | AL |  | Boaz                       |  | Ground Lease (2007) |  | 100.0 | %          | Acquired 2004 |  | 72.8      | % |                    |  | 111,909
|4.  |  | Factory Stores of America-Georgetown |  | KY |  | Georgetown                 |  | Fee                 |  | 100.0 | %          | Acquired 2004 |  | 89.6      | % |                    |  | 176,615

27

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                         |  |    |  |                       |  |                     |  |       |       |                |  |            |   | Gross Leasable Area |  |        
|--- |  | --------------------------------------- |  | -- |  | --------------------- |  | ------------------- |  | ----- | ----- | -------------- |  | ---------- | - | ------------------- |  | -------
|
|5.  |  | Factory Stores of America-Graceville    |  | FL |  | Graceville            |  | Fee                 |  | 100.0 | %     | Acquired 2004  |  | 92.0       | % |                    |  | 83,962 
|6.  |  | Factory Stores of America-Lebanon       |  | MO |  | Lebanon               |  | Fee                 |  | 100.0 | %     | Acquired 2004  |  | 98.2       | % |                    |  | 86,249 
|7.  |  | Factory Stores of America-Nebraska City |  | NE |  | Nebraska City         |  | Fee                 |  | 100.0 | %     | Acquired 2004  |  | 88.0       | % |                    |  | 89,646 
|8.  |  | Factory Stores of America-Story City    |  | IA |  | Story City            |  | Fee                 |  | 100.0 | %     | Acquired 2004  |  | 76.1       | % |                    |  | 112,405
|9.  |  | Factory Stores of North Bend            |  | WA |  | North Bend            |  | Fee                 |  | 100.0 | %     | Acquired 2004  |  | 100.0      | % |                    |  | 223,397
|10. |  | Las Vegas Outlet Center                 |  | NV |  | Las Vegas             |  | Fee                 |  | 100.0 | %     | Acquired 2004  |  | 100.0      | % |                    |  | 476,985
|11. |  | The Factory Shoppes at Branson Meadows  |  | MO |  | Branson               |  | Ground Lease (2021) |  | 100.0 | %     | Acquired 2004  |  | 94.3       | % |                    |  | 286,924
|    |  |                                         |  |    |  |                       |  |                     |  |       |       |                |  |            |   |                     |  |        
|    |  | Total Other GLA                         |  |    |  |                       |  |                     |  |       |       |               |  | 2,068,655  |   | 2,068,655           |  |        
|    |  |                                         |  |    |  |                       |  |                     |  |       |       |                |  |            |   |                     |  |        
|    |  | Total U.S. Properties GLA               |  |    |  |                       |  |                     |  |       |       | 114,902,426    |  | 85,509,303 |   | 200,411,729         |  |        
|    |  |                                         |  |    |  |                       |  |                     |  |       |       |                |  |            |   |                     |  |        
|    |  | PROPERTIES UNDER CONSTRUCTION           |  |    |  |                       |  |                     |  |       |       |                |  |            |   |                     |  |        
|
|1.  |  | Coconut Point                           |  | FL |  | Estero/Bonita Springs |  | Fee                 |  | 50.0  | %     | 3/06 and 11/06 |  |            |   |                     |  |        
|2.  |  | Round Rock Premium Outlets              |  | TX |  | Round Rock (Austin)   |  | Fee                 |  | 100.0 | %     | Fall 2006      |  |            |   |                     |  |        
|3.  |  | Rio Grande Valley Premium Outlets       |  | TX |  | Mercedes              |  | Fee                 |  | 100.0 | %     | Fall 2006      |  |            |   |                     |  |        
|4.  |  | The Shops at Arbor Walk                 |  | TX |  | Austin                |  | Ground Lease        |  | 100.0 | %     | Fall 2006      |  |            |   |                     |  |        
|5.  |  | The Domain                              |  | TX |  | Austin                |  | Fee                 |  | 100.0 | %(12) | 3/07           |  |            |   |                     |  |        
|6.  |  | The Village at SouthPark                |  | NC |  | Charlotte             |  | Fee                 |  | 100.0 | %     | 3/07           |  |            |   |                     |  |        

28

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FOOTNOTES:

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29

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International Properties

We own interests in properties outside the United States through the following international joint venture arrangements.



The following summarizes our joint venture investments in Europe and the underlying countries in which these joint ventures own and operate real estate properties
as of December 31, 2005:

Joint Venture Investment

Ownership
Interest

Properties open and operating

Countries of OperationGallerie Commerciali Italia, S.p.A. ("GCI")

49.0
%
40

ItalyEuropean Retail Enterprises, B.V. ("ERE") (1)

34.7
%
11

France, Poland


---

In
addition, we jointly hold with a third party an interest in one parcel of land for development near Paris, France outside of these two joint ventures. ERE also operates through a
wholly-owned subsidiary, Groupe BEG, S.A. ("BEG"). ERE and BEG are fully integrated European retail real estate developers, owners and managers.

Our
properties in Europe consist primarily of hypermarket-anchored shopping centers. Substantially all of our European properties are anchored by either the hypermarket retailer Auchan,
primarily in Italy, who is also our partner in GCI, or are anchored by the hypermarket Carrefour in France and Poland. Certain of these properties are subject to leaseholds whereby GCI leases all or a
portion of the premises from a third party who is entitled to receive substantially all the economic benefits of that portion of the properties. Auchan and Carrefour are the two largest hypermarket
operators in Europe.



We also hold real estate interests in five joint ventures in Japan and one in Mexico. The five Premium Outlet centers in Japan have over 1.3 million square
feet of GLA and were 100% leased as of December 31, 2005. These five Premium Outlet centers contained 576 stores with approximately 273 different tenants. The Premium Outlet center in Mexico
opened in December of 2004.

The
following summarizes our six other international joint venture investments:

Joint Venture Investment Holdings

Ownership
InterestGotemba Premium Outlets  Gotemba City (Tokyo), Japan

40.0
%Rinku Premium Outlets  Izumisano (Osaka), Japan

40.0
%Sano Premium Outlets  Sano (Tokyo), Japan

40.0
%Toki Premium Outlets  Toki (Nagoya), Japan

40.0
%Tosu Premium Outlets  Fukuoka (Kyushu), Japan

40.0
%Punta Norte Premium Outlets  Mexico City, Mexico

50.0
%


The
following property table summarizes certain data on our properties located in Europe, Japan, and Mexico at December 31, 2005.

30

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Simon Property Group, L.P. and Subsidiaries

International Property Table

|    |  |                                    |  |                                    |  |                        |  |         |       |         |  | Gross Leasable Area (1) |  |        
|--- |  | ---------------------------------- |  | ---------------------------------- |  | ---------------------- |  | ------- | ----- | ------- |  | ----------------------- |  | -------
|
|    |  | FRANCE                             |  |                                    |  |                        |  |         |       |         |  |                         |  |        
|1.  |  | Bay 2                              |  | Torcy (Paris)                      |  | Freehold               |  | 34.7    | % (6) | 2003    |  | 132,400                 |  | 408,900
|2.  |  | Bay 1                              |  | Torcy (Paris)                      |  | Freehold               |  | 34.7    | % (6) | 2004    |  |                        |  | 336,300
|3.  |  | Bel'Est                            |  | Bagnolet (Paris)                   |  | Freehold               |  | 12.1    | %     | 1992    |  | 150,700                 |  | 63,000 
|4.  |  | Villabé A6                         |  | Villabé (Paris)                    |  | Freehold               |  | 5.2     | %     | 1992    |  | 102,300                 |  | 104,500
|    |  |                                    |  |                                    |  |                        |  |         |       |         |  |                         |  |        
|    |  | Subtotal France                    |  |                                    |  |                        |  | 385,400 |       | 912,700 |  | 1,298,100               |  |        
|    |  | ITALY                              |  |                                    |  |                        |  |         |       |         |  |                         |  |        
|5.  |  | Ancona  Senigallia                |  | Senigallia (Ancona)                |  | Freehold               |  | 49.0    | %     | 1995    |  | 41,200                  |  | 41,600 
|6.  |  | Ascoli Piceno  Grottammare        |  | Grottammare (Ascoli Piceno)        |  | Freehold               |  | 49.0    | %     | 1995    |  | 38,900                  |  | 55,900 
|7.  |  | Ascoli Piceno  Porto Sant'Elpidio |  | Porto Sant'Elpidio (Ascoli Piceno) |  | Freehold               |  | 49.0    | %     | 1999    |  | 48,000                  |  | 114,300
|8.  |  | Bari  Casamassima                 |  | Casamassima (Bari)                 |  | Freehold               |  | 49.0    | %     | 1995    |  | 159,000                 |  | 388,800
|9.  |  | Bari  Modugno (5)                 |  | Modugno (Bari)                     |  | Freehold               |  | 49.0    | %     | 2004    |  | 96,900                  |  | 46,600 
|10. |  | Brescia  Mazzano                  |  | Mazzano (Brescia)                  |  | Freehold/Leasehold (2) |  | 49.0    | % (2) | 1994    |  | 103,300                 |  | 127,400
|11. |  | Brindisi-Mesagne                   |  | Mesagne (Brindisi)                 |  | Freehold               |  | 49.0    | %     | 2003    |  | 88,000                  |  | 140,600
|12. |  | Cagliari  Santa Gilla             |  | Cagliari                           |  | Freehold               |  | 49.0    | % (2) | 1992    |  | 75,900                  |  | 114,800
|13. |  | Catania  La Rena                  |  | Catania                            |  | Freehold               |  | 49.0    | %     | 1998    |  | 124,100                 |  | 22,100 
|14. |  | Cuneo                              |  | Cuneo (Torino)                     |  | Freehold               |  | 49.0    | %     | 2004    |  | 80,700                  |  | 201,500
|15. |  | Milano  Rescaldina                |  | Rescaldina (Milano)                |  | Freehold               |  | 49.0    | %     | 2000    |  | 165,100                 |  | 212,000
|16. |  | Milano  Vimodrone                 |  | Vimodrone (Milano)                 |  | Freehold               |  | 49.0    | %     | 1989    |  | 110,400                 |  | 80,200 
|17. |  | Napoli  Pompei                    |  | Pompei (Napoli)                    |  | Freehold               |  | 49.0    | %     | 1990    |  | 74,300                  |  | 17,100 
|18. |  | Padova                             |  | Padova                             |  | Freehold               |  | 49.0    | %     | 1989    |  | 73,300                  |  | 32,500 
|19. |  | Palermo                            |  | Palermo                            |  | Freehold               |  | 49.0    | %     | 1990    |  | 73,100                  |  | 9,800  
|20. |  | Pesaro  Fano                      |  | Fano (Pesaro)                      |  | Freehold               |  | 49.0    | %     | 1994    |  | 56,300                  |  | 56,000 
|21. |  | Pescara                            |  | Pescara                            |  | Freehold               |  | 49.0    | %     | 1998    |  | 96,300                  |  | 65,200 
|22. |  | Pescara  Cepagatti                |  | Cepagatti (Pescara)                |  | Freehold               |  | 49.0    | %     | 2001    |  | 80,200                  |  | 189,600
|23. |  | Piacenza  San Rocco al Porto      |  | San Rocco al Porto (Piacenza)      |  | Freehold               |  | 49.0    | %     | 1992    |  | 104,500                 |  | 74,700 
|24. |  | Roma  Collatina                   |  | Collatina (Roma)                   |  | Freehold               |  | 49.0    | %     | 1999    |  | 59,500                  |  | 4,100  
|25. |  | Sassari  Predda Niedda            |  | Predda Niedda (Sassari)            |  | Freehold/Leasehold (2) |  | 49.0    | % (2) | 1990    |  | 79,500                  |  | 154,200
|26. |  | Taranto                            |  | Taranto                            |  | Freehold               |  | 49.0    | %     | 1997    |  | 75,200                  |  | 126,500
|27. |  | Torino                             |  | Torino                             |  | Freehold               |  | 49.0    | %     | 1989    |  | 105,100                 |  | 66,700 
|28. |  | Torino  Venaria                   |  | Venaria (Torino)                   |  | Freehold               |  | 49.0    | %     | 1982    |  | 101,600                 |  | 64,000 
|29. |  | Venezia  Mestre                   |  | Mestre (Venezia)                   |  | Freehold               |  | 49.0    | %     | 1995    |  | 114,100                 |  | 132,600
|30. |  | Vicenza                            |  | Vicenza                            |  | Freehold               |  | 49.0    | %     | 1995    |  | 78,400                  |  | 20,100 
|31. |  | Ancona                             |  | Ancona                             |  | Leasehold (3)          |  | 49.0    | % (3) | 1993    |  | 82,900                  |  | 82,300 
|32. |  | Bergamo                            |  | Bergamo                            |  | Leasehold (3)          |  | 49.0    | % (3) | 1976    |  | 103,000                 |  | 16,900 
|33. |  | Brescia  Concesio                 |  | Concesio (Brescia)                 |  | Leasehold (3)          |  | 49.0    | % (3) | 1972    |  | 89,900                  |  | 27,600 
|34. |  | Cagliari  Marconi                 |  | Cagliari                           |  | Leasehold (3)          |  | 49.0    | % (3) | 1994    |  | 83,500                  |  | 109,900
|35. |  | Catania  Misterbianco             |  | Misterbianco (Catania)             |  | Leasehold (3)          |  | 49.0    | % (3) | 1989    |  | 83,300                  |  | 16,000 
|36. |  | Merate  Lecco                     |  | Merate (Lecco)                     |  | Leasehold (3)          |  | 49.0    | % (3) | 1976    |  | 73,500                  |  | 88,500 

31

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Simon Property Group, L.P. and Subsidiaries

International Property Table

|    |  |                                  |  |                         |  |               |  |           |           |           |  | Gross Leasable Area (1) |  |        
|--- |  | -------------------------------- |  | ----------------------- |  | ------------- |  | --------- | --------- | --------- |  | ----------------------- |  | -------
|
|    |  | ITALY (continued)                |  |                         |  |               |  |           |           |           |  |                         |  |        
|37. |  | Milano  Cesano Boscone          |  | Cesano Boscone (Milano) |  | Leasehold (3) |  | 49.0      | % (3)     | 2005      |  | 163,800                 |  | 120,100
|38. |  | Milano  Nerviano                |  | Nerviano (Milano)       |  | Leasehold (3) |  | 49.0      | % (3)     | 1991      |  | 83,800                  |  | 27,800 
|39. |  | Napoli  Mugnano di Napoli       |  | Mugnano di Napoli       |  | Leasehold (3) |  | 49.0      | % (3)     | 1992      |  | 98,000                  |  | 94,900 
|40. |  | Olbia                            |  | Olbia                   |  | Leasehold (3) |  | 49.0      | % (3)     | 1993      |  | 49,000                  |  | 48,800 
|41. |  | Roma  Casalbertone              |  | Roma                    |  | Leasehold (3) |  | 49.0      | % (3)     | 1998      |  | 62,700                  |  | 84,900 
|42. |  | Sassari  Centro Azuni           |  | Sassari                 |  | Leasehold (3) |  | 49.0      | % (3)     | 1995      |  |                        |  | 35,600 
|43. |  | Torino  Rivoli                  |  | Rivoli (Torino)         |  | Leasehold (3) |  | 49.0      | % (3)     | 1986      |  | 61,800                  |  | 32,300 
|44. |  | Verona  Bussolengo              |  | Bussolengo (Verona)     |  | Leasehold (3) |  | 49.0      | % (3)     | 1975      |  | 89,300                  |  | 75,300 
|    |  |                                  |  |                         |  |               |  |           |           |           |  |                         |  |        
|    |  | Subtotal Italy                   |  |                         |  |               |  | 3,427,400 |           | 3,419,800 |  | 6,847,200               |  |        
|    |  | POLAND                           |  |                         |  |               |  |           |           |           |  |                         |  |        
|45. |  | Arkadia Shopping Center          |  | Warsaw                  |  |               |  | 34.7      | % (6)     | 2004      |  | 202,100                 |  | 902,200
|46. |  | Borek Shopping Center            |  | Wroclaw                 |  | Freehold      |  | 34.7      | % (6)     | 1999      |  | 119,900                 |  | 129,300
|47. |  | Dabrowka Shopping Center         |  | Katowice                |  | Freehold      |  | 34.7      | % (6)     | 1999      |  | 121,000                 |  | 172,900
|48. |  | Turzyn Shopping Center           |  | Szczecin                |  | Freehold      |  | 34.7      | % (6)     | 2001      |  | 87,200                  |  | 121,900
|49. |  | Wilenska Station Shopping Center |  | Warsaw                  |  | Freehold      |  | 34.7      | % (6)     | 2002      |  | 92,700                  |  | 215,900
|50. |  | Zakopianka Shopping Center       |  | Krakow                  |  | Freehold      |  | 34.7      | % (6)     | 1998      |  | 120,200                 |  | 425,400
|    |  |                                  |  |                         |  |               |  |           |           |           |  |                         |  |        
|    |  | Subtotal Poland                  |  |                         |  |               |  | 743,100   |           | 1,967,600 |  | 2,710,700               |  |        
|    |  | PORTUGAL                         |  |                         |  |               |  |           |           |           |  |                         |  |        
|51. |  | Minho center                     |  | Braga (Porto)           |  | Leasehold (3) |  | 34.7      | % (3) (6) | 1997      |  | 120,000                 |  | 101,600
|    |  |                                  |  |                         |  |               |  |           |           |           |  |                         |  |        
|    |  |                                  |  |                         |  |               |  |           |           |           |  | 120,000                 |  | 101,600

32

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Simon Property Group, L.P. and Subsidiaries

International Property Table

|    |  |                             |  |                      |  |                     |  |           |   |           |  | Gross Leasable Area (1) |  |        
|--- |  | --------------------------- |  | -------------------- |  | ------------------- |  | --------- | - | --------- |  | ----------------------- |  | -------
|
|    |  | JAPAN                       |  |                      |  |                     |  |           |   |           |  |                         |  |        
|52. |  | Gotemba Premium Outlets     |  | Gotemba City (Tokyo) |  | Ground Lease (2019) |  | 40.0      | % | 2000      |  |                        |  | 390,000
|53. |  | Rinku Premium Outlets       |  | Izumisano (Osaka)    |  | Ground Lease (2020) |  | 40.0      | % | 2000      |  |                        |  | 321,000
|54. |  | Sano Premium Outlets        |  | Sano (Tokyo)         |  | Ground Lease (2022) |  | 40.0      | % | 2003      |  |                        |  | 229,000
|55. |  | Toki Premium Outlets        |  | Toki (Nagoya)        |  | Ground Lease (2024) |  | 40.0      | % | 2005      |  |                        |  | 178,000
|56. |  | Tosu Premium Outlets        |  | Fukuoka (Kyushu)     |  | Ground Lease (2023) |  | 40.0      | % | 2004      |  |                        |  | 187,000
|    |  |                             |  |                      |  |                     |  |           |   |           |  |                         |  |        
|    |  | Subtotal Japan              |  |                      |  |                     |  |          |   | 1,305,000 |  | 1,305,000               |  |        
|    |  | MEXICO                      |  |                      |  |                     |  |           |   |           |  |                         |  |        
|57. |  | Punta Norte Premium Outlets |  | Mexico City          |  | Fee                 |  | 50.0      | % | 2004      |  |                        |  | 232,000
|    |  |                             |  |                      |  |                     |  |           |   |           |  |                         |  |        
|    |  | Subtotal Mexico             |  |                      |  |                     |  |          |   | 232,000   |  | 232,000                 |  |        
|    |  |                             |  |                      |  |                     |  |           |   |           |  |                         |  |        
|    |  | TOTAL INTERNATIONAL ASSETS  |  |                      |  |                     |  | 4,675,900 |   | 7,938,700 |  | 12,614,600              |  |        
|    |  |                             |  |                      |  |                     |  |           |   |           |  |                         |  |        

FOOTNOTES:

33

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We have direct or indirect ownership interests in ten parcels of land held in the United States for future development, containing an aggregate of approximately
560 acres located in five states.

On
December 28, 2005, we invested $50 million of equity for a 40% interest in a joint venture with Toll Brothers, Inc. (Toll Brothers) and Meritage Homes Corp.
(Meritage Homes) to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. Toll Brothers and Meritage Homes each plan to build a
significant number of homes on the site. We have the option to purchase a substantial portion of the commercial property for retail uses. Other parcels may also be sold to third parties. Initial plans
call for a mixed-use master planned community, which will include approximately 4,840 acres of single-family homes and attached homes. Approximately 645 acres of commercial and retail
development will include schools, community amenities and open space. Initial home sales are tentatively scheduled to begin in 2009. The joint venture, of which Toll Brothers is the managing member,
expects to develop a master planned community of approximately 12,000 to 15,000 residential units.



The following table sets forth certain information regarding the mortgages and other debt encumbering our Properties and the properties held by our international
joint venture arrangements. Substantially all of the mortgage and property related debt is nonrecourse to us.

34

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Mortgage and Other Debt on Portfolio Properties  and Investments in Real EstateAs of December 31, 2005  (Dollars in thousands)

|Property Name                             |  | Interest
Rate |        | Face
Amount |         | Annual Debt
Service |   | Maturity
Date |    
|----------------------------------------- |  | ------------- | ------ | ----------- | ------- | ------------------- | - | ------------- | ---
|Consolidated Indebtedness:                |  |               |        |             |         |                     |   |               |    
|Secured Indebtedness:                     |  |               |        |             |         |                     |   |               |    
|Simon Property Group, LP:                 |  |               |        |             |         |                     |   |               |    
|Anderson Mall                             |  | 6.20          | %      | $           | 29,036  |                     | $ | 2,216         |    
|Arsenal Mall  1                          |  | 6.75          | %      |             | 31,985  |                     |   | 2,724         |    
|Arsenal Mall  2                          |  | 8.20          | %      |             | 1,496   |                     |   | 286           |    
|Bangor Mall                               |  | 7.06          | %      |             | 22,757  |                     |   | 2,302         |    
|Battlefield Mall                          |  | 4.60          | %      |             | 99,388  |                     |   | 6,154         |    
|Bloomingdale Court                        |  | 7.78          | %      |             | 27,950  | (4)                 |   | 2,578         |    
|Boardman Plaza                            |  | 5.94          | %      |             | 23,598  |                     |   | 1,402         | (2)
|Brunswick Square                          |  | 5.65          | %      |             | 86,000  |                     |   | 4,859         | (2)
|Carolina Premium Outlets  Smithfield     |  | 9.10          | %      |             | 20,466  | (6)                 |   | 2,114         |    
|Century III Mall                          |  | 6.20          | %      |             | 85,712  | (9)                 |   | 6,541         |    
|Chesapeake Square                         |  | 5.84          | %      |             | 73,000  |                     |   | 4,263         | (2)
|Cielo Vista Mall  1                      |  | 9.38          | %      |             | 48,747  | (5)                 |   | 5,828         |    
|Cielo Vista Mall  3                      |  | 6.76          | %      |             | 35,411  | (5)                 |   | 3,039         |    
|College Mall  1                          |  | 7.00          | %      |             | 34,194  | (8)                 |   | 3,908         |    
|College Mall  2                          |  | 6.76          | %      |             | 10,913  | (8)                 |   | 935           |    
|Copley Place                              |  | 7.44          | %      |             | 174,521 |                     |   | 16,266        |    
|Coral Square                              |  | 8.00          | %      |             | 86,895  |                     |   | 8,065         |    
|The Crossings Premium Outlets             |  | 5.85          | %      |             | 57,953  |                     |   | 4,649         |    
|Crossroads Mall                           |  | 6.20          | %      |             | 43,048  |                     |   | 3,285         |    
|Crystal River                             |  | 7.63          | %      |             | 15,531  |                     |   | 1,385         |    
|Dare Centre                               |  | 9.10          | %      |             | 1,704   | (6)                 |   | 176           |    
|DeKalb Plaza                              |  | 5.28          | %      |             | 3,407   |                     |   | 284           |    
|Desoto Square                             |  | 5.89          | %      |             | 64,153  |                     |   | 3,779         | (2)
|The Factory Shoppes at Branson Meadows    |  | 9.10          | %      |             | 9,518   | (6)                 |   | 983           |    
|Factory Stores of America  Boaz          |  | 9.10          | %      |             | 2,784   | (6)                 |   | 287           |    
|Factory Stores of America  Georgetown    |  | 9.10          | %      |             | 6,597   | (6)                 |   | 681           |    
|Factory Stores of America  Graceville    |  | 9.10          | %      |             | 1,960   | (6)                 |   | 202           |    
|Factory Stores of America  Lebanon       |  | 9.10          | %      |             | 1,647   | (6)                 |   | 170           |    
|Factory Stores of America  Nebraska City |  | 9.10          | %      |             | 1,547   | (6)                 |   | 160           |    
|Factory Stores of America  Story City    |  | 9.10          | %      |             | 1,913   | (6)                 |   | 198           |    
|Forest Mall                               |  | 6.20          | %      |             | 17,239  | (10)                |   | 1,316         |    
|Forest Plaza                              |  | 7.78          | %      |             | 15,330  | (4)                 |   | 1,414         |    
|Forum Shops at Caesars, The               |  | 4.78          | %      |             | 550,000 |                     |   | 26,312        | (2)
|Gateway Shopping Center                   |  | 5.34          | %  (1) |             | 86,000  |                     |   | 4,592         | (2)
|Gilroy Premium Outlets                    |  | 6.99          | %      |             | 65,748  | (7)                 |   | 6,236         |    
|Greenwood Park Mall  1                   |  | 7.00          | %      |             | 28,639  | (8)                 |   | 3,273         |    
|Greenwood Park Mall  2                   |  | 6.76          | %      |             | 56,382  | (8)                 |   | 4,831         |    
|Gulf View Square                          |  | 8.25          | %      |             | 32,471  |                     |   | 3,652         |    
|Henderson Square                          |  | 6.94          | %      |             | 15,265  |                     |   | 1,270         |    
|Highland Lakes Center                     |  | 6.20          | %      |             | 15,890  | (9)                 |   | 1,213         |    
|Ingram Park Mall                          |  | 6.99          | %      |             | 80,549  | (21)                |   | 6,724         |    
|Keystone at the Crossing                  |  | 7.85          | %      |             | 58,594  |                     |   | 5,642         |    
|Kittery Premium Outlets                   |  | 6.99          | %      |             | 10,885  | (7)                 |   | 1,028         |    
|Knoxville Center                          |  | 6.99          | %      |             | 60,996  | (21)                |   | 5,092         |    
|Lake View Plaza                           |  | 7.78          | %      |             | 20,378  | (4)                 |   | 1,880         |    
|Lakeline Mall                             |  | 7.65          | %      |             | 66,274  |                     |   | 6,300         |    
|Lakeline Plaza                            |  | 7.78          | %      |             | 22,342  | (4)                 |   | 2,061         |    
|Las Vegas Outlet Center                   |  | 8.12          | %      |             | 19,772  |                     |   | 3,712         |    
|Lighthouse Place Premium Outlets          |  | 6.99          | %      |             | 45,368  | (7)                 |   | 4,286         |    
|Lincoln Crossing                          |  | 7.78          | %      |             | 3,084   | (4)                 |   | 285           |    
|Longview Mall                             |  | 6.20          | %      |             | 32,261  | (9)                 |   | 2,462         |    
|MacGregor Village                         |  | 9.10          | %      |             | 6,854   | (6)                 |   | 708           |    
|Markland Mall                             |  | 6.20          | %      |             | 22,825  | (10)                |   | 1,742         |    
|Matteson Plaza                            |  | 7.78          | %      |             | 8,974   | (4)                 |   | 828           |    
|McCain Mall  1                           |  | 9.38          | %      |             | 22,761  | (5)                 |   | 2,721         |    
|McCain Mall  2                           |  | 6.76          | %      |             | 16,345  | (5)                 |   | 1,402         |    
|                                          |  |               |        |             |         |                     |   |               |    

35

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|Midland Park Mall                  |                                         | 6.20 | %       |  | 33,322  | (10)      |  | 2,543  |     | 10/10/12 |     
|---------------------------------- | --------------------------------------- | ---- | ------- |  | ------- | --------- |  | ------ | --- | -------- | ----
|Montgomery Mall                    |                                         | 5.17 | %       |  | 93,922  |           |  | 6,307  |     | 05/11/14 | (26)
|Muncie Plaza                       |                                         | 7.78 | %       |  | 7,759   | (4)       |  | 716    |     | 11/01/09 |     
|North East Mall                    |                                         | 5.77 | %  (1)  |  | 140,000 |           |  | 8,071  | (2) | 05/20/06 |     
|Northfield Square                  |                                         | 6.05 | %       |  | 30,985  |           |  | 2,485  |     | 02/11/14 |     
|Northlake Mall                     |                                         | 6.99 | %       |  | 70,367  | (21)      |  | 5,874  |     | 08/11/11 |     
|North Ridge Shopping Center        |                                         | 9.10 | %       |  | 8,371   | (6)       |  | 865    |     | 03/10/13 | (26)
|Oxford Valley Mall                 |                                         | 6.76 | %       |  | 82,236  |           |  | 7,801  |     | 01/10/11 |     
|Paddock Mall                       |                                         | 8.25 | %       |  | 25,825  |           |  | 2,905  |     | 10/01/06 |     
|Palm Beach Mall                    |                                         | 6.20 | %       |  | 53,305  |           |  | 4,068  |     | 10/10/12 |     
|Penn Square Mall                   |                                         | 7.03 | %       |  | 69,276  |           |  | 6,003  |     | 03/01/09 | (26)
|Plaza Carolina  Fixed             |                                         | 5.10 | %       |  | 96,909  |           |  | 7,085  |     | 05/09/09 |     
|Plaza Carolina  Variable Capped   |                                         | 5.29 | %  (30) |  | 97,531  |           |  | 7,219  |     | 05/09/09 | (3) 
|Plaza Carolina  Variable Floating |                                         | 5.29 | %  (1)  |  | 58,518  |           |  | 4,332  |     | 05/09/09 | (3) 
|Port Charlotte Town Center         |                                         | 7.98 | %       |  | 52,460  |           |  | 4,680  |     | 12/11/10 | (26)
|Regency Plaza                      |                                         | 7.78 | %       |  | 4,206   | (4)       |  | 388    |     | 11/01/09 |     
|Richmond Towne Square              |                                         | 6.20 | %       |  | 46,804  | (10)      |  | 3,572  |     | 10/10/12 |     
|St. Charles Towne Plaza            |                                         | 7.78 | %       |  | 26,921  | (4)       |  | 2,483  |     | 11/01/09 |     
|Stanford Shopping Center           |                                         | 3.60 | %  (11) |  | 220,000 |           |  | 7,920  | (2) | 09/11/08 |     
|Sunland Park Mall                  |                                         | 8.63 | %  (13) |  | 36,010  |           |  | 3,773  |     | 01/01/26 |     
|Tacoma Mall                        |                                         | 7.00 | %       |  | 128,597 |           |  | 10,778 |     | 10/01/11 |     
|Towne East Square  1              |                                         | 7.00 | %       |  | 45,886  |           |  | 4,711  |     | 01/01/09 |     
|Towne East Square  2              |                                         | 6.81 | %       |  | 22,751  |           |  | 1,958  |     | 01/01/09 |     
|Towne West Square                  |                                         | 6.99 | %       |  | 52,726  | (21)      |  | 4,402  |     | 08/11/11 |     
|Trolley Square                     |                                         | 9.03 | %       |  | 28,675  |           |  | 2,880  |     | 08/01/10 | (26)
|University Park Mall               |                                         | 7.43 | %       |  | 57,532  |           |  | 4,958  |     | 10/01/07 |     
|Upper Valley Mall                  |                                         | 5.89 | %       |  | 47,904  |           |  | 2,822  | (2) | 07/01/14 |     
|Valle Vista Mall  1               |                                         | 9.38 | %       |  | 30,147  | (5)       |  | 3,604  |     | 05/01/07 |     
|Valle Vista Mall  2               |                                         | 6.81 | %       |  | 7,270   | (5)       |  | 626    |     | 05/01/07 |     
|Washington Square                  |                                         | 5.94 | %       |  | 30,693  |           |  | 1,823  | (2) | 07/01/14 |     
|Waterloo Premium Outlets           |                                         | 6.99 | %       |  | 36,540  | (7)       |  | 3,452  |     | 07/11/08 | (26)
|West Ridge Mall                    |                                         | 5.89 | %       |  | 68,711  |           |  | 4,047  | (2) | 07/01/14 |     
|West Ridge Plaza                   |                                         | 7.78 | %       |  | 5,423   | (4)       |  | 500    |     | 11/01/09 |     
|White Oaks Mall                    |                                         | 5.49 | %  (1)  |  | 48,563  |           |  | 2,666  | (2) | 02/25/08 | (3) 
|White Oaks Plaza                   |                                         | 7.78 | %       |  | 16,546  | (4)       |  | 1,526  |     | 11/01/09 |     
|Wolfchase Galleria                 |                                         | 7.80 | %       |  | 72,054  |           |  | 6,911  |     | 06/30/07 |     
|Woodland Hills Mall                |                                         | 7.00 | %       |  | 82,830  |           |  | 7,185  |     | 01/01/09 | (26)
|                                   |                                         |      |         |  |         |           |  |        |     |         
|                                   | Total Consolidated Secured Indebtedness |      |         |  | $       | 4,522,632 |  |        |     |          |     

36

---



|Unsecured Indebtedness:                     |                                                 |      |         |   |           |            |      |        |      |          |     
|------------------------------------------- | ----------------------------------------------- | ---- | ------- | - | --------- | ---------- | ---- | ------ | ---- | -------- | ----
|Simon Property Group, LP:                   |                                                 |      |         |   |           |            |      |        |      |          |     
|Unsecured Revolving Credit Facility         |                                                 | 4.82 | %  (15) | $ | 809,264   |            | $    | 38,966 | (2)  | 01/11/11 | (3) 
|Medium Term Notes  2                       |                                                 | 7.13 | %       |   | 180,000   |            |      | 12,825 | (14) | 09/20/07 |     
|Unsecured 1.8B Chelsea Acquisition Facility |                                                 | 4.94 | %  (1)  |   | 600,000   |            |      | 29,640 | (2)  | 10/14/06 |     
|Unsecured Notes  1                         |                                                 | 6.88 | %       |   | 250,000   |            |      | 17,188 | (14) | 11/15/06 |     
|Unsecured Notes  2B                        |                                                 | 7.00 | %       |   | 150,000   |            |      | 10,500 | (14) | 07/15/09 |     
|Unsecured Notes  4C                        |                                                 | 7.38 | %       |   | 200,000   |            |      | 14,750 | (14) | 06/15/18 |     
|Unsecured Notes  5B                        |                                                 | 7.13 | %       |   | 300,000   |            |      | 21,375 | (14) | 02/09/09 |     
|Unsecured Notes  6A                        |                                                 | 7.38 | %       |   | 300,000   |            |      | 22,125 | (14) | 01/20/06 |     
|Unsecured Notes  6B                        |                                                 | 7.75 | %       |   | 200,000   |            |      | 15,500 | (14) | 01/20/11 |     
|Unsecured Notes  7                         |                                                 | 6.38 | %       |   | 750,000   |            |      | 47,813 | (14) | 11/15/07 |     
|Unsecured Notes  8A                        |                                                 | 6.35 | %       |   | 350,000   |            |      | 22,225 | (14) | 08/28/12 |     
|Unsecured Notes  8B                        |                                                 | 5.38 | %       |   | 150,000   |            |      | 8,063  | (14) | 08/28/08 |     
|Unsecured Notes  9A                        |                                                 | 4.88 | %       |   | 300,000   |            |      | 14,625 | (14) | 03/18/10 |     
|Unsecured Notes  9B                        |                                                 | 5.45 | %       |   | 200,000   |            |      | 10,900 | (14) | 03/15/13 |     
|Unsecured Notes  10A                       |                                                 | 3.75 | %       |   | 300,000   |            |      | 11,250 | (14) | 01/30/09 |     
|Unsecured Notes  10B                       |                                                 | 4.90 | %       |   | 200,000   |            |      | 9,800  | (14) | 01/30/14 |     
|Unsecured Notes  11A                       |                                                 | 4.88 | %       |   | 400,000   |            |      | 19,500 | (14) | 08/15/10 |     
|Unsecured Notes  11B                       |                                                 | 5.63 | %       |   | 500,000   |            |      | 28,125 | (14) | 08/15/14 |     
|Unsecured Notes  12 A                      |                                                 | 5.10 | %       |   | 600,000   |            |      | 30,600 | (14) | 06/15/15 |     
|Unsecured Notes  12 B                      |                                                 | 4.60 | %       |   | 400,000   |            |      | 18,400 | (14) | 06/15/10 |     
|Unsecured Notes  13 A                      |                                                 | 5.38 | %       |   | 500,000   |            |      | 26,875 | (14) | 06/01/11 |     
|Unsecured Notes  13 B                      |                                                 | 5.75 | %       |   | 600,000   |            |      | 34,500 | (14) | 12/01/15 |     
|Mandatory Par Put Remarketed Securities     |                                                 | 7.00 | %       |   | 200,000   |            |      | 14,000 | (14) | 06/15/08 | (16)
|                                            |                                                 |      |         |   |           |            |      |        |      |         
|                                            |                                                 |      |         |   | 8,439,264 |            |      |        |      |          |     
|The Retail Property Trust, subsidiary:      |                                                 |      |         |   |           |            |      |        |      |          |     
|Unsecured Notes  CPI 4                     |                                                 | 7.18 | %       |   | 75,000    |            |      | 5,385  | (14) | 09/01/13 |     
|Unsecured Notes  CPI 5                     |                                                 | 7.88 | %       |   | 250,000   |            |      | 19,688 | (14) | 03/15/16 |     
|                                            |                                                 |      |         |   |           |            |      |        |      |         
|                                            |                                                 |      |         |   | 325,000   |            |      |        |      |          |     
|CPG Partners, LP, subsidiary:               |                                                 |      |         |   |           |            |      |        |      |          |     
|Term Loan                                   |                                                 | 7.26 | %  (33) |   | 59,075    |            |      | 5,690  |      | 04/27/10 |     
|Unsecured Notes  CPG 2                     |                                                 | 7.25 | %       |   | 125,000   |            |      | 9,063  | (14) | 10/21/07 |     
|Unsecured Notes  CPG 3                     |                                                 | 3.50 | %       |   | 100,000   |            |      | 3,500  | (14) | 03/15/09 |     
|Unsecured Notes  CPG 4                     |                                                 | 8.63 | %       |   | 50,000    |            |      | 4,313  | (14) | 08/17/09 |     
|Unsecured Notes  CPG 5                     |                                                 | 8.25 | %       |   | 150,000   |            |      | 12,375 | (14) | 02/01/11 |     
|Unsecured Notes  CPG 6                     |                                                 | 6.88 | %       |   | 100,000   |            |      | 6,875  | (14) | 06/15/12 |     
|Unsecured Notes  CPG 7                     |                                                 | 6.00 | %       |   | 150,000   |            |      | 9,000  | (14) | 01/15/13 |     
|                                            |                                                 |      |         |   |           |            |      |        |      |         
|                                            |                                                 |      |         |   | 734,075   |            |      |        |      |          |     
|                                            |                                                 |      |         |   |           |            |      |        |      |         
|                                            | Total Consolidated Unsecured Indebtedness       |      |         |   | $         | 9,498,339  |      |        |      |          |     
|                                            |                                                 |      |         |   |           |            |      |        |      |         
|                                            | Total Consolidated Indebtedness at Face Amounts |      |         |   | $         | 14,020,971 |      |        |      |          |     
|                                            | Fair Value Interest Rate Swaps                  |      |         |   |           | (11,809)   | (25) |        |      |          |     
|                                            | Net Premium on Indebtedness                     |      |         |   |           | 122,033    |      |        |      |          |     
|                                            | Net Discount on Indebtedness                    |      |         |   |           | (25,078    | )    |        |      |          |     
|                                            |                                                 |      |         |   |           |            |      |        |      |         
|                                            | Total Consolidated Indebtedness                 |      |         |   | $         | 14,106,117 | (20) |        |      |          |     
|                                            |                                                 |      |         |   |           |            |      |        |      |         

37

---



|Joint Venture Indebtedness:                      |  |      |         |   |         |      |   |        |     |          |     
|------------------------------------------------ |  | ---- | ------- | - | ------- | ---- | - | ------ | --- | -------- | ----
|Secured Indebtedness:                            |  |      |         |   |         |      |   |        |     |          |     
|Apple Blossom Mall                               |  | 7.99 | %       | $ | 38,708  |      | $ | 3,607  |     | 09/10/09 |     
|Arkadia Shopping Center                          |  | 4.55 | %  (32) |   | 123,239 |      |   | 10,585 |     | 11/01/14 |     
|Atrium at Chestnut Hill                          |  | 6.89 | %       |   | 46,666  |      |   | 3,880  |     | 03/11/11 | (26)
|Auburn Mall                                      |  | 7.99 | %       |   | 45,317  |      |   | 4,222  |     | 09/10/09 |     
|Aventura Mall  A                                |  | 6.55 | %       |   | 141,000 |      |   | 9,231  | (2) | 04/06/08 |     
|Aventura Mall  B                                |  | 6.60 | %       |   | 25,400  |      |   | 1,675  | (2) | 04/06/08 |     
|Aventura Mall  C                                |  | 6.89 | %       |   | 33,600  |      |   | 2,314  | (2) | 04/06/08 |     
|Avenues, The                                     |  | 5.29 | %       |   | 76,877  |      |   | 5,325  |     | 04/01/13 |     
|Bay 1 (Torcy)                                    |  | 4.20 | %  (32) |   | 16,705  |      |   | 1,210  |     | 12/01/11 |     
|Bay 2 (Torcy)                                    |  | 3.60 | %  (32) |   | 62,669  |      |   | 4,281  |     | 06/01/13 |     
|Borek Shopping Center                            |  | 6.19 | %       |   | 15,515  |      |   | 2,553  |     | 02/01/12 |     
|Cape Cod Mall                                    |  | 6.80 | %       |   | 94,846  |      |   | 7,821  |     | 03/11/11 |     
|Circle Centre Mall                               |  | 5.02 | %       |   | 76,905  |      |   | 5,165  |     | 04/11/13 |     
|Clay Terrace Partners                            |  | 5.08 | %  (1)  |   | 115,000 |      |   | 5,842  | (2) | 10/01/15 |     
|CMBS Loan  Fixed (encumbers 13 Properties)      |  | 7.52 | %       |   | 357,100 | (17) |   | 26,871 | (2) | 05/15/06 |     
|CMBS Loan  1 Floating (encumbers 13 Properties) |  | 4.80 | %  (1)  |   | 186,500 | (17) |   | 8,952  | (2) | 05/15/06 |     
|CMBS Loan  2 Floating (encumbers 13 Properties) |  | 4.76 | %  (1)  |   | 81,400  | (17) |   | 3,874  | (2) | 05/15/06 |     
|Coconut Point                                    |  | 5.49 | %  (1)  |   | 57,473  |      |   | 3,155  | (2) | 05/19/10 | (3) 
|Coddingtown Mall                                 |  | 5.64 | %  (1)  |   | 10,500  |      |   | 592    | (2) | 07/14/07 |     
|Crystal Mall                                     |  | 5.62 | %       |   | 101,461 |      |   | 7,319  |     | 09/11/12 | (26)
|Dabrowka Shopping Center                         |  | 6.22 | %  (32) |   | 4,666   |      |   | 681    |     | 07/01/14 |     
|Dadeland Mall                                    |  | 6.75 | %       |   | 191,773 |      |   | 15,566 |     | 02/11/12 | (26)
|Emerald Square Mall                              |  | 5.13 | %       |   | 139,162 |      |   | 9,479  |     | 03/01/13 |     
|Fashion Centre Pentagon Retail                   |  | 6.63 | %       |   | 159,114 |      |   | 12,838 |     | 09/11/11 | (26)
|Fashion Centre Pentagon Office                   |  | 5.14 | %  (31) |   | 40,000  |      |   | 2,056  | (2) | 07/09/09 | (3) 
|Fashion Valley Mall  1                          |  | 6.49 | %       |   | 161,413 |      |   | 13,255 |     | 10/11/08 | (26)
|Fashion Valley Mall  2                          |  | 6.58 | %       |   | 29,124  |      |   | 1,915  | (2) | 10/11/08 | (26)
|Florida Mall, The                                |  | 7.55 | %       |   | 257,329 |      |   | 22,766 |     | 12/10/10 |     
|Galleria Commerciali Italia  Facility A         |  | 3.53 | %  (19) |   | 285,410 |      |   | 15,188 |     | 12/22/11 | (3) 
|Galleria Commerciali Italia  Facility B         |  | 3.63 | %  (28) |   | 297,505 |      |   | 16,826 |     | 12/22/11 |     
|Gaitway Plaza                                    |  | 4.60 | %       |   | 13,900  | (18) |   | 640    | (2) | 07/01/15 |     
|Great Northeast Plaza                            |  | 9.04 | %       |   | 16,249  |      |   | 1,744  |     | 06/01/06 |     
|Greendale Mall                                   |  | 8.23 | %       |   | 39,895  |      |   | 3,779  |     | 12/10/06 |     
|Gotemba Premium Outlets  Fixed                  |  | 2.00 | %       |   | 9,512   | (27) |   | 1,209  |     | 10/25/14 |     
|Gotemba Premium Outlets  Variable               |  | 1.81 | %  (12) |   | 19,956  | (27) |   | 3,927  |     | 09/30/07 |     
|Gwinnett Place  1                               |  | 7.54 | %       |   | 36,282  |      |   | 3,412  |     | 04/01/07 |     
|Gwinnett Place  2                               |  | 7.25 | %       |   | 80,437  |      |   | 7,070  |     | 04/01/07 |     
|Highland Mall                                    |  | 6.83 | %       |   | 67,737  |      |   | 5,571  |     | 07/11/11 |     
|Houston Galleria  1                             |  | 5.44 | %       |   | 643,583 |      |   | 34,985 | (2) | 12/01/15 |     
|Houston Galleria  2                             |  | 5.44 | %       |   | 177,417 |      |   | 9,644  | (2) | 12/01/15 |     
|Indian River Commons                             |  | 5.21 | %       |   | 9,645   |      |   | 503    | (2) | 11/01/14 |     
|Indian River Mall                                |  | 5.21 | %       |   | 65,355  |      |   | 3,408  | (2) | 11/01/14 |     
|King of Prussia Mall  1                         |  | 7.49 | %       |   | 173,339 |      |   | 23,183 |     | 01/01/17 |     
|King of Prussia Mall  2                         |  | 8.53 | %       |   | 12,002  |      |   | 1,685  |     | 01/01/17 |     
|Lehigh Valley Mall                               |  | 7.90 | %       |   | 44,725  |      |   | 4,959  |     | 10/10/06 |     
|Liberty Tree Mall                                |  | 5.22 | %       |   | 35,000  |      |   | 1,827  | (2) | 10/11/13 |     
|Mall at Rockingham                               |  | 7.88 | %       |   | 94,636  |      |   | 8,705  |     | 09/01/07 |     
|Mall at Chestnut Hill                            |  | 8.45 | %       |   | 14,362  |      |   | 1,396  |     | 02/02/10 |     
|Mall of Georgia                                  |  | 7.09 | %       |   | 194,713 |      |   | 16,649 |     | 07/01/10 |     
|Mall of New Hampshire  1                        |  | 6.96 | %       |   | 97,706  |      |   | 8,345  |     | 10/01/08 | (26)
|Mall of New Hampshire  2                        |  | 8.53 | %       |   | 8,080   |      |   | 786    |     | 10/01/08 |     
|Miami International Mall                         |  | 5.35 | %       |   | 97,500  |      |   | 5,216  | (2) | 10/01/13 |     
|Northshore Mall                                  |  | 5.03 | %       |   | 210,000 |      |   | 10,553 | (2) | 03/11/14 | (26)
|Quaker Bridge Mall                               |  | 7.03 | %       |   | 22,548  |      |   | 2,407  |     | 04/01/16 |     
|Plaza at Buckland Hills, The                     |  | 4.60 | %       |   | 24,800  | (18) |   | 1,142  | (2) | 07/01/15 |     
|Ridgewood Court                                  |  | 4.60 | %       |   | 14,650  | (18) |   | 674    | (2) | 07/01/15 |     
|Rinku Premium Outlets                            |  | 2.34 | %       |   | 35,796  | (27) |   | 5,007  |     | 10/25/14 |     
|                                                 |  |      |         |   |         |      |   |        |     |          |     

38

---



|Sano Premium Outlets                       |                                                          | 2.43  | %       |  | 43,046  | (27)      |      | 7,382  |     | 05/31/16 |     
|------------------------------------------ | -------------------------------------------------------- | ----- | ------- |  | ------- | --------- | ---- | ------ | --- | -------- | ----
|St. Johns Town Center                      |                                                          | 5.06  | %       |  | 170,000 |           |      | 8,602  | (2) | 03/11/15 |     
|Seminole Towne Center                      |                                                          | 5.04  | %  (23) |  | 70,000  |           |      | 3,528  | (2) | 06/30/09 | (3) 
|Shops at Sunset Place, The                 |                                                          | 5.14  | %  (22) |  | 94,100  |           |      | 5,395  |     | 05/09/09 | (3) 
|Smith Haven Mall                           |                                                          | 7.86  | %       |  | 115,000 |           |      | 9,039  | (2) | 06/01/06 |     
|Solomon Pond                               |                                                          | 3.97  | %       |  | 114,000 |           |      | 4,523  | (2) | 08/01/13 |     
|Source, The                                |                                                          | 6.65  | %       |  | 124,000 |           |      | 8,246  | (2) | 03/11/09 |     
|Springfield Mall                           |                                                          | 5.49  | %  (1)  |  | 76,500  |           |      | 4,200  | (2) | 12/01/10 | (3) 
|Square One                                 |                                                          | 6.73  | %       |  | 91,228  |           |      | 7,380  |     | 03/11/12 |     
|Surprise Grand Vista JV I, LLC             |                                                          | 10.85 | %       |  | 191,000 |           |      | 20,723 |     | 12/28/10 |     
|Toki Premium Outlets                       |                                                          | 0.80  | %  (12) |  | 12,824  | (27)      |      | 1,631  |     | 10/30/09 |     
|Tosu Premium Outlets                       |                                                          | 2.60  | %       |  | 12,330  | (27)      |      | 1,914  |     | 08/24/13 |     
|Town Center at Cobb  1                    |                                                          | 7.54  | %       |  | 46,225  |           |      | 4,347  |     | 04/01/07 |     
|Town Center at Cobb  2                    |                                                          | 7.25  | %       |  | 61,215  |           |      | 5,381  |     | 04/01/07 |     
|Turzyn Shopping Center                     |                                                          | 6.56  | %       |  | 22,440  |           |      | 2,934  |     | 06/01/14 |     
|Villabe A6  Bel'Est                       |                                                          | 3.40  | %  (32) |  | 11,101  |           |      | 800    |     | 08/01/11 |     
|Village Park Plaza                         |                                                          | 4.60  | %       |  | 29,850  | (18)      |      | 1,374  | (2) | 07/01/15 |     
|West Town Corners                          |                                                          | 4.60  | %       |  | 18,800  | (18)      |      | 865    | (2) | 07/01/15 |     
|West Town Mall                             |                                                          | 6.90  | %       |  | 76,000  |           |      | 5,244  | (2) | 05/01/08 | (26)
|Westchester, The                           |                                                          | 4.86  | %       |  | 500,000 |           |      | 24,300 | (2) | 06/01/10 |     
|Whitehall Mall                             |                                                          | 6.77  | %       |  | 13,457  |           |      | 1,282  |     | 11/01/08 |     
|Wilenska Station Shopping Center           |                                                          | 4.35  | %  (32) |  | 36,473  |           |      | 3,446  |     | 11/01/13 |     
|Zakopianka Shopping Center                 |                                                          | 6.82  | %       |  | 14,191  |           |      | 2,650  |     | 12/01/11 |     
|                                           |                                                          |       |         |  |         |           |      |        |     |         
|                                           | Total Joint Venture Secured Indebtedness at Face Amounts |       |         |  | $       | 7,475,982 |      |        |     |          |     
|Unsecured Indebtedness:                    |                                                          |       |         |  |         |           |      |        |     |          |     
|Galleria Commerciali Italia  Facility C   |                                                          | 3.04  | %  (29) |  | 5,245   |           |      | 159    | (2) | 12/22/08 | (3) 
|                                           |                                                          |       |         |  |         |           |      |        |     |         
|Total Joint Venture Unsecured Indebtedness |                                                          |       |         |  | 5,245   |           |      |        |     |          |     
|                                           | Net Premium on Indebtedness                              |       |         |  |         | 1,329     |      |        |     |          |     
|                                           | Net Discount on Indebtedness                             |       |         |  |         | (3,197    | )    |        |     |          |     
|                                           |                                                          |       |         |  |         |           |      |        |     |         
|                                           | Total Joint Venture Indebtedness                         |       |         |  | $       | 7,479,359 | (24) |        |     |          |     
|                                           |                                                          |       |         |  |         |           |      |        |     |         

(Footnotes on following page)

39

---



(Footnotes for preceding pages)

---

40

---





The changes in mortgages and other indebtedness for the years ended December 31, 2005, 2004, 2003 are as follows:

2005

2004

2003Balance, Beginning of Year

$
14,586,393

$
10,266,388

$
9,546,081Additions During Period:New Loan Originations


2,484,264


4,509,640


1,745,275Loans assumed in acquisitions and consolidations





1,387,182


105,131Net Premium/(Discount) and other


(11,328
)

132,905


(1,308
)Deductions During Period:Loan Retirements


(2,764,438
)

(1,652,022
)

(1,079,855
)Loans Related to Deconsolidations


(100,022
)




Amortization of Net (Premiums)/Discounts


(33,710
)

(14,043
)

(13,142
)Scheduled Principal Amortization


(55,042
)

(43,657
)

(35,794
)Balance, End of Year

$
14,106,117

$
14,586,393

$
10,266,388


41

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Item 3. Legal Proceedings

On November 15, 2004, the Attorneys General of Massachusetts, New Hampshire and Connecticut filed complaints in their respective state Superior Courts
against us and our affiliate, SPGGC, Inc., alleging that the sale of co-branded, bank-issued gift cards sold in certain Properties violated gift certificate statutes and
consumer protection laws in those states. Each of these suits seeks injunctive relief, unspecified civil penalties and disgorgement of any fees determined to be improperly charged to consumers.

In
addition, we are a defendant in three other proceedings relating to the gift card program: Betty Benson and Andrea Nay-Richardson vs. Simon Property
Group, Inc., and Simon Property Group, L.P., Superior Court of Cobb County, State of Georgia, Case No.: 04-1-9617-42, filed December 9,
2004; Christopher Lonner vs. Simon Property Group, Inc., Supreme Court of the State of NY, County of Westchester, Case No.: 04-2246, filed February 18, 2004; and Aliza
Goldman, individually and on behalf of all others similarly situated vs. Simon Property Group, Inc., Supreme Court of the State of New York, County of Nassau, filed February 7,
2005. Each of these proceedings has been brought by a private plaintiff as a purported class action and alleges violation of state consumer protection laws, state abandoned property and
contract laws or state statutes regarding gift certificates or gift cards and seeks a variety of remedies including unspecified damages and injunctive relief.

We
believe that we have viable defenses under both state and federal laws to the above gift card actions. Although it is not possible to provide any assurance of the ultimate outcome of
any of these pending actions, management does not believe that an adverse outcome would have a material adverse effect on our financial position, results of operations or cash flow.

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. On September 10, 2003, the court issued its decision in a Memorandum and Order (the
"September Order"). In the September Order, the court found that certain entities and individuals breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but
instead awarded Triple Five equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically, as it relates to us, the court ordered that
Triple Five was entitled to purchase from us the one-half partnership interest that we purchased in October 1999, provided Triple Five remits the sum of $81.38 million within
nine months of the September Order. On August 6, 2004, Triple Five closed on its purchase of our one-half partnership interest and 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 that date.

As
a result of the September Order, we initially recorded a $6.0 million charge for our share of the estimated loss in 2003. In the first quarter of 2004, as a result of a
May 3, 2004 memorandum issued by the court appointed mediator, which has now been affirmed by the court, we recorded an additional $13.5 million charge for our share of the loss that is
included in "(Loss) gain on sales of interests in unconsolidated entities and other assets, net" in the accompanying consolidated statements of operations and comprehensive income. We ceased recording
any contribution to net income from the results of operations of Mall of America as of September 1, 2003.

We
appealed the September Order to the United States Court of Appeals for the Eighth Circuit. On April 21, 2005, the Court of Appeals issued its opinion, affirming in part and
reversing in part the Order of the trial court. The Appellate Court opinion changes the equitable remedy contained in the September Order and requires that the one-half partnership
interest Triple Five acquired from us pursuant to the September Order must instead be offered, for the same price, to Mall of America Associates, a general partnership in which Triple Five and an
entity affiliated with the Simon family are 50/50 partners ("MOAA"). If MOAA refuses to purchase the interest, then Triple Five must transfer back to us one-half of the
interest it acquired from us in August, 2004. Triple Five, as managing partner of MOAA, has elected to cause MOAA to acquire the one-half partnership interest. In addition, Triple Five
asked the Trial Court to grant it additional relief, namely to cause the Simon family partner in MOAA to be disassociated from that partnership and to terminate the existing management contract for
the Mall with our subsidiary. The trial court issued an order on December 23, 2005 ("December Order"), denying Triple Five's request for dissociation of the Simon family partner in MOAA, but
granting Triple Five's request that they be permitted to terminate the existing management contract for the Mall with our subsidiary. We have appealed that portion of the December Order granting
Triple Five the right to terminate the management contract. On January 18, 2006, Triple Five transferred to MOAA the partnership interest it acquired from us in August, 2004, for a purchase
price of approximately

42

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$23.1 million.
The purchase price was financed with a new credit facility secured by distributions payable to MOAA's partners. In connection with the resolution of this matter, the Simon family
transferred, under certain circumstances, the right to receive cash flow distributions and capital transaction proceeds attributable to one-half of the interest that MOAA acquired from
Triple Five (or 25%), subject to the new credit facility, to the Operating Partnership. The Simon family did not transfer its partnership interest in MOAA to us, and the Simon family retains the right
to make all decisions regarding that partnership interest. As a result of the transfer to us of the right to receive cash flow distributions and capital transaction proceeds, we will recognize a gain
in the first quarter of 2006 to recognize this beneficial interest, including prior earnings of the partnership since August, 2004. We will also begin to record contributions to net income and FFO
representing 25% of the results of operations at Mall of America as a result of this arrangement.

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

Item 4. Submission of Matters to a Vote of Security Holders

None.

43

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Part II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters



There is no established public trading market for our units or preferred units. The following table sets forth for the periods indicated, the distributions
declared on the units:

Declared
Distribution20051st Quarter

$
0.702nd Quarter


0.703rd Quarter


0.704th Quarter


0.7020041st Quarter

$
0.652nd Quarter


0.653rd Quarter


0.654th Quarter


0.65




The number of holders of units was 234 as of March 6, 2006.



We make distributions to our unitholders including Simon Property in order to maintain Simon Property's qualification as a REIT. Simon Property is required each
year to distribute to its stockholders at least 90% of its taxable income after certain adjustments. Future distributions will be determined at the discretion of the Board based on actual results of
operations, cash available for distribution, and what may be required to maintain Simon Property's status as a REIT.



During the fourth quarter of 2005, we issued 23,300 units to Simon Property related to employee stock options that were exercised during the quarter. We used the
net proceeds from the option exercised of approximately $0.9 million for general working capital purposes. The issuance of units was exempt from registration under the Securities Act of 1933 as
amended, in reliance upon Section 4(2) as a private offering.

Item 6. Selected Financial Data

The following tables set forth selected financial data. The selected financial data should be read in conjunction with the financial statements and notes thereto
and with Management's Discussion and Analysis of Financial

44

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Condition
and Results of Operations. Other data we believe is important in understanding trends in our business is also included in the tables.

|                           |                                            | As of or for the Year Ended December 3l, |                     
|-------------------------- | ------------------------------------------ | ---------------------------------------- | --------------------
|
|
|OPERATING DATA:            |                                            |                                          |                     
|                           | Total consolidated revenue                 |                                          | $                   
|                           | Income from continuing operations          |                                          |                     
|                           | Net income available to common unitholders |                                          | $                   
|BASIC EARNINGS PER UNIT:   |                                            |                                          |                     
|                           | Income from continuing operations          |                                          | $                   
|                           | Discontinued operations                    |                                          |                     
|                           | Cumulative effect of accounting change     |                                          |                     
|                           |                                            |                                          |                     
|                           | Net income                                 |                                          | $                   
|                           |                                            |                                          |                     
|                           | Weighted average shares outstanding        |                                          |                     
|DILUTED EARNINGS PER UNIT: |                                            |                                          |                     
|                           | Income from continuing operations          |                                          | $                   
|                           | Discontinued operations                    |                                          |                     
|                           | Cumulative effect of accounting change     |                                          |                     
|                           |                                            |                                          |                     
|                           | Net income                                 |                                          | $                   
|                           |                                            |                                          |                     
|                           | Diluted weighted average units outstanding |                                          |                     
|                           | Distributions per unit (2)                 |                                          | $                   
|BALANCE SHEET DATA:        |                                            |                                          |                     
|                           | Cash and cash equivalents                  |                                          | $                   
|                           | Total assets                               |                                          |                     
|                           | Mortgages and other indebtedness           |                                          |                     
|                           | Partners' equity                           |                                          | $                   
|OTHER DATA:                |                                            |                                          |                     
|                           | Cash flow provided by (used in):           |                                          |                     
|                           |                                            |                                          | Operating activities
|                           |                                            |                                          | Investing activities
|                           |                                            |                                          | Financing activities
|                           |                                            | Ratio of Earnings to Fixed Charges (3)   |                     
|                           |                                            |                                          |                     

---

Notes

45

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the financial statements and notes thereto that are included in this report. 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 include the matters disclosed in Simon Property's
periodic reports from time to time as well as 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, changes in market rates of interest, and exchange rates for foreign currencies. 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. is a Delaware limited partnership and a majority-owned partnership Simon Property Group, Inc. In this
discussion, the terms "Operating Partnership", "we", "us" and "our" refer to Simon Property Group, L.P. and its subsidiaries, and "Simon Property" refers specifically to Simon Property
Group, Inc.

We
are engaged in the ownership, development, and management of retail real estate properties, primarily regional malls, Premium Outlet® centers and community/lifestyle
centers. As of December 31, 2005, we owned or held an interest in 286 income-producing properties in the United States, which consisted of 171 regional malls,
71 community/lifestyle centers, 33 Premium Outlet centers and 11 other shopping centers or outlet centers in 39 states plus Puerto Rico (collectively, the "Properties", and
individually, a "Property"). We also own interests in ten parcels of land held in the United States for future development (together with the Properties, the "Portfolio"). Finally, we have ownership
interests in 51 European shopping centers (France, Italy, and Poland); five Premium Outlet centers in Japan; and one Premium Outlet center in Mexico.



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



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

We
seek growth in our earnings, funds from operations ("FFO"), and cash flows by enhancing the profitability and operation of our regional malls, Premium Outlet centers,
community/lifestyle centers, and international investments. We seek to accomplish this growth through the following:



We
also grow by generating supplemental revenues in our existing real estate portfolio, from outlot parcel sales and, due to our size and tenant relationships, from the following:



46

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

We
acquire high quality retail real estate within our three domestic platforms. As part of our acquisition strategy, we review and evaluate a number of acquisition opportunities based
on their complement to our Portfolio.

Lastly,
we are selectively expanding our international presence. Our strategy to investing internationally includes partnering with established real estate companies and financing
international investments with local currency to minimize foreign exchange risk.

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



Results Overview

Our core business fundamentals remained stable during 2005. Regional mall comparable sales per square foot ("psf") strengthened in 2005, increasing 5.4% to $450
psf from $427 psf in 2004, reflecting robust retail demand and the disposition of lower quality properties. Our regional mall average base rents increased 3.0% to $34.49 psf from $33.50 psf. In
addition, we maintained strong regional mall leasing spreads of $7.40 psf in 2005 increasing from $5.74 psf in 2004. The regional mall leasing spread for 2005 includes new store leases signed at an
average of $43.18 psf initial base rents as compared to $35.78 psf for store leases terminating or expiring in the same period. Our same store leasing spread for 2005 was $7.00 psf or a 17.6% growth
rate and is calculated by comparing leasing activity completed in 2005 with the prior tenants' rents for those exact same spaces. Finally, our regional mall occupancy increased by 40 basis
points to 93.1% as of December 31, 2005 from 92.7% as of December 31, 2004.

During
2005, we completed acquisitions of two joint venture Properties through the following transactions:



During
2005, we invested approximately $593.0 million in development and redevelopment/expansion opportunities for our consolidated and joint venture Properties, highlighted by
the following openings:



We
continue to identify additional opportunities in various international markets. We look to continue to focus on our joint venture interests in Europe, Japan, and other market areas
abroad. In 2005, we increased our presence in Japan with the opening of Toki Premium Outlets, a 178,000 square-foot center which opened fully leased in March of 2005. Also in 2005, we
realigned the interests in European Retail Enterprises, B.V. ("ERE") with the result that our ownership and our new partner's ownership were increased to 50% each in the first quarter of 2006. We will
continue to evaluate our development opportunities in future shopping centers located in China as well as additional expansion

47

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of
the Premium Outlet center locations in other Far East markets. We expect international development and redevelopment/expansion activity for 2006 to include:



Regarding
financing activities, despite significantly increasing rate environments that have resulted in one-month LIBOR increasing approximately 200 basis points (4.39% at
December 31, 2005 versus 2.40% at December 31, 2004), our effective weighted average interest rate increased by only 44 basis points during the year. Our financing activities were
highlighted by the following:



United States Portfolio Data

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



48

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We
believe the total Portfolio data provides information helpful in evaluating not only the quality and growth potential of the Portfolio, but also the effectiveness of our management.

|                                  |  | 2005 |       | %/basis points
Change(1) |          | 2004 |   | %/basis point
Change(1) |  | 2003     |  | %/basis point
Change(1)
|--------------------------------- |  | ---- | ----- | ------------------------ | -------- | ---- | - | ----------------------- |  | -------- |  | -----------------------
|Regional Malls:                   |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Occupancy                         |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Consolidated                      |  |      | 93.3% |                          | +60 bps  |      |   | 92.7%                   |  | +50 bps  |  |                        
|Unconsolidated                    |  |      | 92.7% |                          | +10 bps  |      |   | 92.6%                   |  | -10 bps  |  |                        
|Total Portfolio                   |  |      | 93.1% |                          | +40 bps  |      |   | 92.7%                   |  | +30 bps  |  |                        
|Average Base Rent per Square Foot |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Consolidated                      |  | $    | 34.05 |                          | 3.8%     |      | $ | 32.81                   |  | 4.9%     |  | $                      
|Unconsolidated                    |  | $    | 35.30 |                          | 1.5%     |      | $ | 34.78                   |  | 3.1%     |  | $                      
|Total Portfolio                   |  | $    | 34.49 |                          | 3.0%     |      | $ | 33.50                   |  | 3.8%     |  | $                      
|Comparable Sales Per Square Foot  |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Consolidated                      |  | $    | 435   |                          | 5.8%     |      | $ | 411                     |  | 5.9%     |  | $                      
|Unconsolidated                    |  | $    | 478   |                          | 3.9%     |      | $ | 460                     |  | 7.8%     |  | $                      
|Total Portfolio                   |  | $    | 450   |                          | 5.4%     |      | $ | 427                     |  | 6.1%     |  | $                      
|Premium Outlet Centers:           |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Occupancy                         |  |      | 99.6% |                          | +30 bps  |      |   | 99.3%                   |  |         |  |                        
|Average Base Rent per Square Foot |  | $    | 23.16 |                          | 6.0%     |      | $ | 21.85                   |  |         |  |                        
|Comparable Sales Per Square Foot  |  | $    | 444   |                          | 7.8%     |      | $ | 412                     |  |         |  |                        
|Community/Lifestyle Centers:      |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Occupancy                         |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Consolidated                      |  |      | 89.5% |                          | -100 bps |      |   | 90.5%                   |  | +340 bps |  |                        
|Unconsolidated                    |  |      | 96.1% |                          | +140 bps |      |   | 94.7%                   |  | -160 bps |  |                        
|Total Portfolio                   |  |      | 91.6% |                          | -30 bps  |      |   | 91.9%                   |  | +170 bps |  |                        
|Average Base Rent per Square Foot |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Consolidated                      |  | $    | 11.70 |                          | 5.2%     |      | $ | 11.12                   |  | 1.0%     |  | $                      
|Unconsolidated                    |  | $    | 10.81 |                          | 3.1%     |      | $ | 10.49                   |  | 7.4%     |  | $                      
|Total Portfolio                   |  | $    | 11.41 |                          | 4.6%     |      | $ | 10.91                   |  | 3.0%     |  | $                      
|Comparable Sales Per Square Foot  |  |      |       |                          |          |      |   |                         |  |          |  |                        
|Consolidated                      |  | $    | 228   |                          | 2.7%     |      | $ | 222                     |  | 5.5%     |  | $                      
|Unconsolidated                    |  | $    | 204   |                          | 2.0%     |      | $ | 200                     |  | (2.9%)   |  | $                      
|Total Portfolio                   |  | $    | 220   |                          | 2.3%     |      | $ | 215                     |  | 2.9%     |  | $                      

---

Occupancy Levels and Average Base Rents.Occupancy and average base rent is based on
mall and freestanding GLA owned by us ("Owned GLA") at mall and freestanding stores in the regional malls, all tenants at Premium Outlet centers, and all tenants at community/lifestyle centers. We
believe the continued growth in regional mall occupancy is primarily the result of the overall quality of our Portfolio. The result of the growth in occupancy is a direct or indirect increase in
nearly every category of revenue. Our Portfolio has maintained stable occupancy and increased average base rents, in the current economic climate.

Comparable Sales per Square Foot.Sales volume includes total reported retail sales at Owned GLA in the
regional malls and all reporting tenants at Premium Outlet centers and community/lifestyle centers. Retail sales at Owned GLA affect revenue and profitability levels because sales determine the amount
of minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes, allocable energy, administrative, repairs, maintenance, and
capital improvements) that tenants can afford to pay.

International Property Data

The following key operating statistics are provided for our investments in international properties all of which are accounted for on the equity method of
accounting. Discussion regarding our results of operations for our investment in unconsolidated entities is included in our year over year comparisons to follow. The values for

49

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international
Premium Outlet centers for 2004 are provided for comparative purposes. These investments were acquired as part of the acquisition of Chelsea in the fourth quarter of 2004.

|                                         |  | 2005 |       | 2004 |   | 2003 
|---------------------------------------- |  | ---- | ----- | ---- | - | -----
|European Shopping Centers                |  |      |       |      |   |      
|Occupancy                                |  |      | 98.1% |      |   | 96.0%
|Comparable sales per square foot (1)     |  | $    | 450   |      | $ | 526  
|Average rent per square foot (1)         |  | $    | 30.47 |      | $ | 34.11
|International Premium Outlet Centers (2) |  |      |       |      |   |      
|Occupancy                                |  |      | 100%  |      |   | 100% 
|Comparable sales per square foot (3)     |  | $    | 828   |      | $ | 821  
|Average rent per square foot (3)         |  | $    | 40.56 |      | $ | 40.32

---

Significant Accounting Policies

Our significant accounting policies are described in detail in Note 3 of the Notes to Consolidated Financial Statements. The following briefly describes
those accounting policies we believe are important to understanding our business:



50

---





Results of Operations

In addition to the 2005 acquisitions, dispositions and Property openings previously discussed in the Results Overview, the following acquisitions,
dispositions, and Property openings affected our consolidated results from continuing operations in the comparative periods:



In
addition to the 2005 acquisitions, dispositions, and Property openings previously discussed in the Results Overview, the following acquisitions, dispositions, and Property openings
affected our income from unconsolidated entities in the comparative periods:



51

---





As
a result of the adoption of Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" ("FIN 46") on
January 1, 2004, we consolidated the operations of two Properties, which were previously accounted for under the equity method.

Our
consolidated discontinued operations reflect results of the following significant property dispositions on the indicated date:

Property

Date of DispositionHutchinson Mall

June 15, 2004Bridgeview Court

July 22, 2004Woodville Mall

September 1, 2004Heritage Park Mall

December 29, 2004Riverway (office)

June 1, 2005O'Hare International Center (office)

June 1, 2005Grove at Lakeland Square

July 1, 2005Cheltenham Square

November 17, 2005Southgate Mall

November 28, 2005Eastland Mall (Tulsa, OK)

December 16, 2005Biltmore Square

December 28, 2005


For
the purposes of the following comparisons between the years ended December 31, 2005 and 2004 and the years ended December 31, 2004 and 2003, the above transactions are
referred to as the Property Transactions. In the following discussions of our results of operations, "comparable" refers to Properties open and operating throughout both the current and prior year.

Year Ended December 31, 2005 vs. Year Ended December 31, 2004

Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $405.4 million during the period. The net effect
of the Property Transactions increased minimum rents $368.0 million of which $299.7 million was due to the operations of the Premium Outlet centers and other Properties acquired from
Chelsea in October of 2004 (the "Chelsea Acquisition"). Total amortization of the fair market value of in-place leases increased minimum rents by $25.1 million, including the impact
of
the Property Transactions, principally the result of the Chelsea Acquisition. Comparable rents, excluding rents from Simon Brand and Simon Business, increased $37.5 million, or 2.7%. This was
primarily due to the leasing of space at higher rents that resulted in an increase in base rents of $40.8 million. In addition, increased rents from carts, kiosks, and other temporary tenants
increased comparable rents by $8.2 million. Straight-line rents also increased by $12.9 million year over year.

Overage
rents increased $19.6 million of which $16.1 million related to the Property Transactions, principally the Chelsea Acquisition. Comparable overage rents increased
$3.5 million.

Tenant
reimbursements, excluding Simon Business initiatives, increased $148.7 million. The Property Transactions accounted for $128.4 million, $98.3 million of
which was due to the Chelsea Acquisition. The remainder of the increase of $20.3 million, or 2.8% was in comparable Properties and was due to inflationary increases in property operating
expenses, resulting in higher reimbursements.

Management
fees and other revenues increased $5.0 million primarily due to increased leasing and development support activities for new joint venture Properties.

52

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Total
other income, excluding consolidated Simon Brand and Simon Business initiatives, decreased $3.9 million. The aggregate decrease in other income included the following
significant activity:



Consolidated
revenues from Simon Brand and Simon Business initiatives increased $24.2 million to $155.8 million from $131.6 million. The increase in revenues is
primarily due to:



The
increased revenues from Simon Brand and Simon Business were offset by a $1.9 million increase in Simon Brand and Simon Business expenses that primarily resulted from
increased gift card and other operating expenses, which are reported with property operating expenses in our consolidated statements of operations and comprehensive income.

Property
operating expenses increased $68.5 million, $14.8 million of which was on comparable properties (representing an increase of 4.5%) and was principally as a result
of inflationary increases. The remainder of the increase in property operating expenses was due to the effect of Property Transactions, principally the Chelsea Acquisition.

Depreciation
and amortization expenses increased $247.6 million primarily due in large part to the net effect of the Property Transactions. The Chelsea Acquisition accounted for
$191.1 million of the increase. Comparable properties depreciation and amortization increased $9.6 million, or 1.8%, due to the effect of our expansion and renovation activities.

Real
estate taxes increased $49.2 million, due principally to the Property Transactions. The Chelsea Acquisition accounted for $32.3 million of the increase. The increase
for the comparable properties was $9.2 million, or 4.0%.

Repairs
and maintenance increased $16.8 million due principally to the Property Transactions. The Chelsea Acquisition accounted for $9.7 million of the increase. The
comparable properties increased $4.5 million, or 5.4%.

Advertising
and promotion expenses increased $24.3 million, of which $25.4 million was due to the Property Transactions, offset by a $1.1 million decrease on
comparable properties.

Provision
for credit losses decreased $8.8 million from the prior period due to a reduction of gross receivables, an overall improvement in quality of the receivables, and
recoveries of amounts previously written off or provided for in prior periods.

Home
office and regional costs increased $26.2 million due to the Property Transactions, primarily due to the Chelsea Acquisition and the additional costs of operating the
Roseland, NJ offices, and incentive compensation arrangements.

Other
expenses increased $18.1 million due to increases in ground rent expenses of $5.1 million and increases in professional fees and legal fees.

Interest
expense increased $145.3 million due to the following:



53

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Income
from unconsolidated entities for 2005 was comparable to the results of our income from consolidated entities for 2004. This includes an increase in the aggregate operations of
our joint venture Properties, as a result of our acquisition activity and redevelopment/expansion, offset by an increase in the amount of depreciation and amortization related to acquired properties,
principally as a result of the Chelsea Acquisition. The total number of joint venture properties increased from 124 in 2004 to 126 in 2005.

We
recorded a $0.8 million net loss on the sales of interests in unconsolidated entities in 2005 that included our share of the loss on the sale of Forum Entertainment Center of
$13.7 million, offset by our share of the gain on the sale of Metrocenter of $11.8 million and a $1.3 million net gain on the sale of a property management entity acquired as part
of the Rodamco acquisition in 2002.

In
2005, the gain on sale of discontinued operations of $146.9 million principally represents the net gain upon disposition of seven non-core Properties consisting of
four regional malls, two office buildings, and one community/lifestyle center.

The
results of operations from discontinued operations includes the net operating results of properties sold, including the sale of underlying ground adjacent to the Riverway and O'Hare
International Center properties. We believe these dispositions will not have a material adverse effect on our results of operations or liquidity.

Finally,
preferred unit distribution requirements increased $38.4 million due to the issuance of preferred units in conjunction with the Chelsea Acquisition.

Year Ended December 31, 2004 vs. Year Ended December 31, 2003

Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $207.2 million during the period. The net effect
of the Property Transactions increased minimum rents $136.2 million, including the amortization of $6.5 million of fair market value of acquired in-place leases as part of
our acquisitions. Comparable base rents, excluding rents from Simon Brand and Simon Business, increased $71.0 million, including $7.7 million for the amortization of fair market value of
in-place leases. Leasing of space at higher rents also resulted in an increase in base rents of $55.0 million. In addition, increased rents from carts, kiosks, and renting
unoccupied in-line space increased comparable rents from temporary tenant income by $7.7 million. Straight-line rents also increased by $5.8 million year over
year.

Overage
rents increased $19.2 million of which $13.6 million related to the Property Transactions. Comparable overage rents increased $5.6 million.

Tenant
reimbursements, excluding Simon Business initiatives, increased $80.2 million. The Property Transactions accounted for $57.5 million of the increase. The remaining
portion of the increase was primarily due to increases in comparable recoverable expenditures amounting to $22.7 million, or 3.4%.

Our
management company recorded fee revenues of $55.4 million and insurance premium revenues of $17.3 million.

Total
other income, excluding consolidated Simon Brand and Simon Business initiatives, increased $4.3 million. The increase in other income was primarily due to increased outlot
land sales of $8.9 million offset by a decline in lease settlement income of $2.2 million and interest income of $4.5 million.

Consolidated
revenues from Simon Brand and Simon Business initiatives increased $31.5 million to $130.7 million from $99.2 million. The increase in revenues is
primarily due to:



The
increased revenues from Simon Brand and Simon Business were offset by a $20.1 million increase in Simon Brand and Simon Business expenses that primarily resulted from
increased gift card and other operating expenses, which are reported with property operating expenses in our consolidated statement of operations and comprehensive income.

54

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Property
operating expenses increased $46.2 million, $18.5 million of which was on comparable properties (representing an increase of 5.8%) and was principally as a result
of inflationary increases and increased gift card expenses discussed above. The remainder of the increase in property operating expenses was due to the effect of the Property Transactions.

Depreciation
and amortization expenses increased $125.8 million due in large part to the net effect of the Property Transactions. Comparable properties accounted for
$53.0 million of the increase due to redevelopment and expansion activity.

Real
estate taxes increased $35.1 million, of which the Property Transactions accounted for $24.5 million of the increase. The increase for the comparable properties was
$10.6 million, or 5.1%.

Repairs
and maintenance increased $8.3 million due principally to the Property Transactions.

Advertising
and promotion expenses increased $7.8 million, of which $14.2 million was due to the Property Transactions offset by a decrease of $6.4 million on
comparable properties.

Home
office and regional costs increased $11.1 million due to the Property Transactions.

In
2003, we incurred $10.6 million of costs related a withdrawn tender offer which did not recur in 2004.

Other
expenses increased $12.8 million due to increases in ground rent expenses of $4.9 million and increases in professional fees and legal fees.

Interest
expense increased $58.7 million as a result of the following:



The
increases were offset by an overall decrease in weighted average interest rates as a result of refinancing activity which moved certain borrowings as previously described to lower
borrowing rates. Our effective weighted average interest rate on fixed-rate borrowings decreased from 6.71% in 2003 to 6.48% in 2004. Conversely, our weighted average interest rate on
variable rate borrowings increased from 2.61% in 2003 to 3.06% in 2004.

Income
from unconsolidated entities decreased $20.0 million in 2004 as compared to 2003. This was principally the result of the Property Transactions and the effect of
development projects in joint venture operations that were placed into service during 2003 resulting in a full year of operations. The total number of joint venture properties increased from 76 in
2003 to 124 in 2004.

We
recorded a $0.8 million net loss on the sale of assets in 2004 (Mall of America loss offset by a gain on the disposition of our interests in a hotel property) as compared to a
$5.1 million net loss for 2003. Included in the net loss for 2003 was a $6.0 million charge in connection with Mall of America.

In
2004, discontinued operations were the result of the sale of five non-core properties during 2004, consisting of three regional malls, one community center, and one
Premium Outlet center. Our discontinued operations also include the significant property dispositions during 2005. As a result of these transactions, we reclassified the results of operations from
these consolidated properties to discontinued operations. We believe these dispositions will not have a material effect on our results of operations or liquidity.

Finally,
preferred unit requirements were consistent at $63.6 million for 2004 as compared to $67.2 million for 2003. The impact of preferred units issued in connection
with the Chelsea Acquisition and Kravco transactions was offset by the conversion of the Series B 6.5% Preferred units into units in the fourth quarter of 2003 and redemption of the
Series E Preferred 8% units in the fourth quarter of 2004.

Liquidity and Capital Resources

Because we generate revenues primarily from long-term leases, our financing strategy relies primarily on long-term fixed
rate debt. We manage our floating rate debt to be approximately 15-25% of total outstanding indebtedness by setting interest rates for each financing or refinancing based on current market
conditions. We also

55

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enter
into interest rate protection agreements as appropriate to assist in managing our interest rate risk. We derive most of our liquidity from leases that generate positive net cash flow from
operations and distributions of capital from unconsolidated entities that totaled $1.6 billion during 2005. In addition, our Credit Facility provides an alternative source of liquidity as our
cash needs vary from time to time.

Our
balance of cash and cash equivalents decreased $183.0 million during 2005 to $337.0 million as of December 31, 2005 principally as a result of changes to our
co-branded gift card programs whereby funds are now held by the card-issuer banks. The December 31, 2005 cash and cash equivalents included a balance of
$42.3 million related to the co-branded gift card programs, which we do not consider available for general working capital purposes.

We
refinanced the Credit Facility twice in 2005. On January 11, 2005, we increased the facility from $1.25 billion to $2.0 billion. On December 15, 2005, we
refinanced the Credit Facility increasing it to $3.0 billion. The Credit Facility has a maturity date of January 11, 2010, with an additional one-year extension available at
our option. The facility can also be increased to $3.5 billion within the first two years of closing at our option. The Credit Facility bears interest at LIBOR plus 42.5 basis points with an
additional 15 basis point facility fee on the entire facility and provides for variable grid pricing based upon our corporate credit rating. Prior to December 15, 2005, the rate on the Credit
Facility was LIBOR plus 55 basis points. In addition, the Credit Facility has a $750 million U.S. dollar equivalent multi-currency tranche for Euro, Yen or Sterling borrowings, and also
includes a money market competitive bid option program that allows us to hold auctions to obtain lower pricing for short-term funds for up to $1.5 billion On December 31,
2005, the Credit Facility had available borrowing capacity of $2.2 billion net of outstanding borrowings of $809.3 million and letters of credit of $2.5 million. During 2005, the
maximum amount outstanding under the Credit Facility was $1.2 billion and the weighted average amount outstanding was $813.5 million. The weighted average interest rate was 3.75% for the
year ended December 31, 2005.

We
and the Operating Partnership and/or Simon Property also have access to public equity and long term unsecured debt markets and we have access to private equity from institutional
investors at the Property level. Our current senior unsecured debt ratings are Baa1 by Moody's Investors Service, BBB+ by Standard & Poor's, and BBB+ by Fitch.



Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $1.6 billion during 2005. We also received
$384.1 million primarily from the sale of sixteen non-core Properties. We had net payments from our debt financing and repayment activities in 2005 of $235.0 million, as
discussed below in "Financing and Debt". We also:



We
met our maturing debt obligations in 2005 primarily through our refinancing and borrowing activities.

In
general, we anticipate that for 2006 and thereafter cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital
expenditures, and the level of distributions 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:



56

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We have $1.0 billion of unsecured notes that are structurally senior in right of payment to holders of other unsecured notes to the extent of the assets
and related cash flows of certain Properties. These unsecured notes have a weighted average interest rate of 7.02% and weighted average maturities of 6.3 years.

On
June 7, 2005, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $1.0 billion at a weighted average fixed
interest rate of 4.90%. The first tranche is $400.0 million at a fixed interest rate of 4.60% due June 15, 2010, and the second tranche is $600.0 million at a fixed interest rate
of 5.10% due June 15, 2015. We received net proceeds of $993.0 million. We used $358.0 million of the net proceeds to reduce borrowings on our Credit Facility,
$600.0 million to reduce a $1.8 billion term loan we used to finance part of the acquisition of Chelsea (the "Acquisition Facility"), and the remaining portion was used for general
working capital purposes. All of the Rule 144A notes were exchanged in July of 2005 in a transaction registered under the Securities Act of 1933 for notes having the same economic terms and
conditions.

On
November 8, 2005, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $1.1 billion at a weighted average
fixed interest rate of 5.58%. The first tranche is $500.0 million at a fixed interest rate of 5.375% due June 1, 2011, and the second tranche is $600.0 million at a fixed interest
rate of 5.75% due December 1, 2015. We received net proceeds of $1.09 billion. We used $475.0 million of the net proceeds to reduce borrowings on our Credit Facility,
$600.0 million to reduce the Acquisition Facility, and the remaining portion was used for general working capital purposes. All of the Rule 144A notes are expected to be exchanged in
2006 in a transaction registered under the Securities Act of 1933 for notes having the same economic terms and conditions.

Credit Facility.Other significant activity on the Credit Facility during the twelve-month period ended
December 31, 2005 was as follows:

|Draw Date         |  | Draw Amount |         | Use of Credit Line Proceeds
|----------------- |  | ----------- | ------- | ---------------------------
|January 20, 2005  |  | $           | 200,000 |                            
|March 31, 2005    |  |             | 17,268  |                            
|May 16, 2005      |  |             | 110,000 |                            
|June 15, 2005     |  |             | 300,000 |                            
|June 24, 2005     |  |             | 100,000 |                            
|Various dates     |  |             | 155,000 |                            
|August 30, 2005   |  |             | 63,000  |                            
|December 15, 2005 |  |             | 242,475 |                            

Other
amounts drawn on the Credit Facility were primarily for general working capital purposes. The total aggregate amount of our repayments on the Credit Facility during the twelve
month period ended December 31, 2005 was $1.5 billion. The total outstanding balance of the Credit Facility was $809.3 million as of December 31, 2005. During 2005, the
maximum amount outstanding under the Credit Facility was $1.2 billion and the weighted average amount outstanding was $813.5 million.

Acquisition Facility.We borrowed the $1.8 billion Acquisition Facility in 2004 to finance the
cash portion of the Chelsea Acquisition. The Acquisition Facility matures on October 12, 2006 and has one remaining principal payment, due at maturity. The Acquisition Facility bears interest
at LIBOR plus 55 basis points with an additional 15 basis point facility fee on all loans outstanding and provides for variable grid pricing based upon our credit rating. There is also a 7.5 basis
point lenders' fee from the 13th to the 18th month, increasing to 10 basis points from the 18th month to maturity.

57

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Total secured indebtedness, excluding net premiums, was $4.5 billion and $5.0 billion at December 31, 2005 and December 31, 2004,
respectively. During the twelve-month period ended December 31, 2005, we repaid $116.7 million in mortgage loans, unencumbering five separate Properties. In addition, on June 1,
2005, we repaid a $110 million mortgage related to our disposition of Riverway, which bore interest at LIBOR plus 115 basis points, and had a maturity date of October 1, 2006. On
November 17, 2005, we sold Cheltenham Square, which held a $54.9 million mortgage that bore interest at a fixed rate of 5.89%, and had a maturity date of July 1, 2014. Finally, on
December 28, 2005, the deed for Biltmore Square was surrendered to the bank in full consideration of the $26 million mortgage on the property, which bore interest at a fixed rate of
7.95%, and had an anticipated maturity date of December 11, 2010.

Summary of Financing.We incurred interest expense during 2005 of $799.1 million from continuing
operations, net of capitalized interest of $14.4 million. Our consolidated debt, adjusted to reflect outstanding derivative instruments, as of December 31, and effective weighted average
interest rate for the years then ended consisted of the following (dollars in thousands):

Debt Subject to

Adjusted Balance
as of
December 31, 2005

Effective
Weighted
Average
Interest Rate

Adjusted Balance
as of
December 31, 2004

Effective
Weighted
Average
Interest RateFixed Rate

$
11,908,050

6.22%

$
10,766,015

6.48%Variable Rate


2,198,067

4.95%


3,820,378

3.06%$
14,106,117

6.02%

$
14,586,393

5.58%


As
of December 31, 2005, we had interest rate cap protection agreements on $207.4 million of consolidated variable rate debt. We had interest rate protection agreements
effectively converting variable rate debt to fixed rate debt on $59.1 million of consolidated variable rate debt. We also hold $370.0 million of notional amount variable rate swap
agreements that have a weighted average variable pay rate of 4.64% and a weighted average fixed receive rate of 3.72% at December 31, 2005. As of December 31, 2005 and
December 31, 2004, the net effect of these agreements effectively converted $310.9 million and $304.5 million of fixed rate debt to variable rate debt, respectively.

We
expect to meet our 2006 debt maturities principally through refinancings, the issuance of new debt securities or borrowings on the Credit Facility. We expect to have access to
capital markets to meet all future long term obligations when they come due. Specific financing decisions will be made based upon market rates, property values, and our desired capital structure at
the maturity date of each obligation.

58

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Contractual Obligations and Off-balance Sheet Arrangements.The following table summarizes
the material aspects of our future obligations as of December 31, 2005 (dollars in thousands):

2006

2007 to 2008

2009 to 2011

After 2011

TotalLong Term DebtConsolidated (1)

$
1,414,042

$
2,602,090

$
5,667,985

$
4,336,854

$
14,020,971Pro Rata Share Of Long Term Debt:Consolidated (2)

$
1,411,005

$
2,549,186

$
5,608,659

$
4,261,090

$
13,829,940Joint Ventures (2)


421,516


476,464


1,218,656


1,053,931


3,170,567Total Pro Rata Share Of Long Term Debt


1,832,521


3,025,650


6,827,315


5,315,021


17,000,507Consolidated Capital Expenditure Commitments (3)


705,305


528,413








1,233,718Joint Venture Capital Expenditure Commitments (3)


171,568


310,520








482,088Consolidated Ground Lease Commitments


16,612


33,744


50,279


705,986


806,621Total

$
2,726,006

$
3,898,326

$
6,877,594

$
6,021,008

$
19,522,934


---

Capital
expenditure commitments presented in the table above represent new developments, redevelopments or renovation/expansions that we have committed to the completion of
construction. The timing of these expenditures may vary due to delays in construction or acceleration of the opening date of a particular project. In addition, the amount includes our share of
committed costs for joint venture developments.

Our
off-balance sheet arrangements relate primarily to our investments in real estate joint ventures which are common in the real estate industry and are described in
Note 7 of the notes to the accompanying financial statements. Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property, and is
non-recourse to us. As of December 31, 2005, we have guaranteed, provided letters of credit, or have entered into the other guarantee obligations to support $41.6 million of
our total $3.2 billion share of joint venture mortgage and other indebtedness presented in the table above.



During 2005, the holders of 197,155 Series I Preferred units excercised their rights to exchange the preferred units for shares of Simon Property's
Series I Preferred Stock.



Acquisitions.In 2005 we acquired ownership interest in the following Properties:



Dispositions.As part of our strategic plan to own quality retail real estate we continue to pursue the
sale of Properties, under the right circumstances, that no longer meet our strategic criteria. In 2005, we disposed of sixteen non-core Properties that no longer met our strategic
criteria. These consisted of four regional malls, two office buildings, one community/lifestyle center, and nine other outlet centers. We do not believe the sale of these Properties

59

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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.

Joint Ventures.Buy/sell provisions are common in real estate partnership agreements. Most of our
partners are institutional investors who have a history of direct investment in retail real estate. Our partners in our joint ventures may initiate these provisions at any time and if we determine it
is in Simon Property's stockholders' best interests for us to purchase the joint venture interest, we believe we 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 any such sale to reduce outstanding indebtedness. On
January 11, 2005, Metrocenter, a regional mall located in Phoenix, Arizona was sold. On December 22, 2005, our Canadian property, Forum Entertainment Centre was sold. We held a 50%
interest in Metrocenter and a 38% interest in Forum Entertainment Centre.



New Developments.The following describes our new development projects, the estimated total cost, our
share of the estimated total cost and our share of the construction in progress balance as of December 31, 2005 (dollars in millions):

|Property                          |  | Location                  |  | Gross
Leasable
Area |  | Estimated
Total
Cost (a) |     | Our Share of
Estimated
Total Cost |   | Our Share of
Construction in
Progress |  | Estimated Opening
Date
|--------------------------------- |  | ------------------------- |  | ------------------- |  | ------------------------ | --- | --------------------------------- | - | ------------------------------------- |  | ----------------------
|Under Construction:               |  |                           |  |                     |  |                          |     |                                   |   |                                       |  |                       
|The Town Center at Coconut Point  |  | Estero/Bonita Springs, FL |  | 1,200,000           |  | $                        | 213 |                                   | $ | 107                                   |  | $                     
|The Domain                        |  | Austin, TX                |  | 700,000             |  |                          | 195 |                                   |   | 195                                   |  |                       
|Rio Grande Valley Premium Outlets |  | Mercedes, TX              |  | 404,000             |  |                          | 59  |                                   |   | 59                                    |  |                       
|Round Rock Premium Outlets        |  | Round Rock, TX (Austin)   |  | 433,000             |  |                          | 106 |                                   |   | 106                                   |  |                       
|The Shops at Arbor Walk           |  | Austin, TX                |  | 460,000             |  |                          | 52  |                                   |   | 52                                    |  |                       
|The Village at SouthPark          |  | Charlotte, NC             |  | 81,000              |  |                          | 26  |                                   |   | 26                                    |  |                       

---

We
expect to fund these capital projects with available cash flow from operations, borrowings from our Credit Facility, or project specific construction loans. We expect our share of
the total 2006 new development costs during the year to be approximately $450.0 million.

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Strategic Expansions and Renovations.The following describes our significant renovation and/or
expansion projects currently under construction, the estimated total cost, our share of the estimated total cost and our share of the construction in progress balance as of December 31, 2005
(dollars in millions):

|Property            |  | Location                  |  | Incremental
Gross
Leasable
Area |  | Estimated
Total
Cost (a) |    | Our Share
of
Estimated
Total Cost |   | Our Share
of
Construction
in Progress |  | Estimated Opening
Date
|------------------- |  | ------------------------- |  | ------------------------------- |  | ------------------------ | -- | --------------------------------- | - | ------------------------------------- |  | ----------------------
|Under Construction: |  |                           |  |                                 |  |                          |    |                                   |   |                                       |  |                       
|Lenox Square        |  | Atlanta, GA               |  | 65,300                          |  | $                        | 44 |                                   | $ | 44                                    |  | $                     
|Northgate Mall      |  | Seattle, WA               |  | 114,600                         |  |                          | 39 |                                   |   | 39                                    |  |                       
|Smith Haven Mall    |  | Lake Grove
(New York), NY |  | 20,900                          |  |                          | 65 |                                   |   | 16                                    |  |                       

---

We
expect to fund these capital projects with available cash flow from operations or borrowings from the Credit Facility. We have other renovation and/or expansion projects currently
under construction or in preconstruction development and expect to invest a total of approximately $175.0 million (our share) on expansion and renovation activities in 2006.

On
December 28, 2005, we invested $50 million of equity for a 40% interest in a joint venture with Toll Brothers, Inc. (Toll Brothers) and Meritage Homes Corp.
(Meritage Homes) to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. Toll Brothers and Meritage Homes each plan to build a
significant number of homes on the site. We have the option to purchase a substantial portion of the commercial property for retail uses. Other parcels may also be sold to third parties. Initial plans
call for a mixed-use master planned community, which will include approximately 4,840 acres of single-family homes and attached homes. Approximately 645 acres of commercial and retail
development will include schools, community amenities and open space. Initial home sales are tentatively scheduled to begin in 2009. The joint venture, of which Toll Brothers is the managing member,
expects to develop a master planned community of approximately 12,000 to 15,000 residential units.



The following table summarizes total capital expenditures on consolidated Properties on a cash basis:

2005

2004

2003New Developments

$
341

$
215

$
105Renovations and Expansions


252


244


187Tenant Allowances


69


73


54Operational Capital Expenditures


64


17


8Total

$
726

$
549

$
354


International.Our strategy is to invest capital internationally not only to acquire existing
properties but also to use the net cash flow from the existing properties to fund other future developments. We believe reinvesting the cash flows derived overseas in foreign denominated development
and redevelopment projects helps minimize our exposure to our initial investment and to the changes in foreign currencies on future investments that might otherwise significantly increase our cost and
reduce our returns on these new projects and developments. In addition, to date we have funded the majority of our investments specific to Europe, with Euro-denominated borrowings that act
as a natural hedge on our investments. This has also been the case with our Premium Outlet joint ventures in Japan and Mexico whereby Yen and Peso denominated financing have been secured for the
financing of the affected properties.

Currently,
our net income exposure to changes in the volatility to foreign currencies is not material. In addition, since cash flow from operations is currently being reinvested in
other development projects, we do not expect to repatriate a significant amount of foreign denominated earnings for the next few years.

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We
operate in Europe through two separate joint ventures: European Retail Enterprises, B.V. ("ERE"), in which we hold a 34.7% interest and Gallerie Commerciali Italia ("GCI"), in which
we hold a 49% interest. The carrying amount of our total combined investment in ERE and GCI as of December 31, 2005 net of the related cumulative translation adjustment was
$287.4 million. Currently a total of seven European developments are under construction that will add approximately 4.4 million square feet of GLA for a total net cost of approximately
€683.1 million, of which our share is approximately €183.7 million.

On
October 20, 2005, Ivanhoe Cambridge, Inc. ("Ivanhoe"), an affiliate of Caisse de dépôt et placement du Québec, effectively
acquired our former partner's 39.5% ownership interest in ERE. On February 13, 2006, pursuant to the terms of our October 20, 2005 transaction with Ivanhoe, we sold a 10.5% interest in
ERE to Ivanhoe for €45.2 million, or $53.9 million. We then settled all remaining share purchase commitments from the founders of ERE, including the early settlement of
some commitments by purchasing an additional 25.8% interest for €55.1 million, or $65.5 million. The result of these transactions equalized our and Ivanhoe's ownership in
ERE to 50% each. We expect to record a gain on this transaction in the first quarter of 2006.

As
of December 31, 2005, the carrying amount of our 40% joint venture investment in the five Japanese Premium Outlet centers net of the related cumulative translation adjustment
was $287.7 million. There is one project under expansion in Sano, Japan which contains total GLA of 91,000 square feet for a total net cost of ¥2.4 billion, of which our
share is approximately ¥1.0 billion.

Distributions

On February 3, 2006, Simon Property's Board of Directors ("Board") approved an increase in the annual distribution rate to $3.04 per unit. Distributions
during 2005 aggregated $2.80 per unit and distributions during 2004 aggregated $2.60 per unit. We are required to pay a minimum level of 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 the Board based on actual results of operations, cash available for distributions, and what may be required to maintain Simon Property's status as a REIT.

Item 7A. Qualitative and Quantitative Disclosure About Market Risk

Please refer to the Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 under the caption Liquidity and
Capital Resources.

Item 8. Financial Statements and Supplementary Data

Reference is made to the Index to Financial Statements contained in Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.We carried out an evaluation under the supervision and with
participation of
management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period
covered by this Form 10-K pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our management, including the chief executive officer and chief
financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2005.

Changes in Internal Control Over Financial Reporting.There was no change in our internal control over financial
reporting (as
defined in Rule 13a-15(f)) that occurred during the fourth quarter of 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.

Management's Report on Internal Control over Financial Reporting.We are responsible for establishing and
maintaining adequate
internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under

62

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the
supervision of, our principal executive and principal financial officers and effected by Simon Property's Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those
policies and procedures that:

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We
assessed the effectiveness of our internal control over financial reporting as of December 31, 2005. In making this assessment, we used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based
on our assessment, we believe that, as of December 31, 2005, our internal control over financial reporting is effective based on those criteria.

Our
independent registered public accounting firm has issued an audit report on our assessment of our internal control over financial reporting. Their report is included within
Item 9A of this Form 10-K.

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Report Of Independent Registered Public Accounting Firm

The
Board of Directors of Simon Property Group, Inc.
            and
The Partners of Simon Property Group, L.P.:

We
have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, included within Item 9A of this
Form 10-K, that Simon Property Group, L.P. and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2005, based on criteria
established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Simon Property Group L.P. and
Subsidiaries' management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the partnership's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, management's assessment that Simon Property Group, L.P. and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2005,
is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Simon Property Group, L.P. and Subsidiaries maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2005, based on the COSO criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Simon Property Group, L.P.
and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations and comprehensive income, partners' equity and cash flows for each of the three years in
the period ended December 31, 2005 and the financial statement schedule listed in the Index at Item 15, and our report dated March 7, 2006 expressed an unqualified opinion thereon.

|                                    |  | /s/ ERNST & YOUNG LLP
|----------------------------------- |  | ---------------------
|Indianapolis, Indiana
March 7, 2006 |  |                      

64

---





Item 9B. Other Information

None.

Part III

Item 10. Directors and Executive Officers of the Registrant

We are a limited partnership and Simon Property is our sole general partner. We do not have directors or executive officers or any equity securities registered
under the Securities Exchange Act of 1934, as amended.

Item 11. Executive Compensation

We are a limited partnership and Simon Property is our sole general partner. We do not have directors or executive officers or any equity securities registered
under the Securities Exchange Act of 1934, as amended.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We are a limited partnership and Simon Property is our sole general partner. We do not have directors or executive officers or any equity securities registered
under the Securities Exchange Act of 1934, as amended.

Item 13. Certain Relationships and Related Transactions

We are a limited partnership and Simon Property is our sole general partner. We do not have directors or executive officers or any equity securities registered
under the Securities Exchange Act of 1934, as amended.

Item 14. Principal Accountant Fees and Services

The Audit Committee of Simon Property's Board of Directors pre-approves all audit and permissible non-audit services to be provided to us
by Ernst & Young LLP, our independent registered public accounting firm, prior to commencement of services. The Audit Committee has delegated to the Chairman of the Audit Committee the
authority to pre-approve specific services up to specified individual and aggregate fee amounts. These pre-approval decisions are presented to the full Audit Committee at the
next scheduled meeting after such approvals are made.

We
have incurred fees as shown below for services from Ernst & Young as our independent registered public accounting firm. Ernst & Young has advised us that it has billed
or will bill these indicated amounts for the following categories of services for the years ended December 31, 2005 and 2004, respectively:

2005

2004Audit Fees (1)

$
2,797,000

$
2,754,500Audit-Related Fees (2)


3,575,450


3,361,900Tax Fees (3)


58,520


143,220All other Fees








---

65

---





Part IV

Item 15. Exhibits and Financial Statement Schedules

|    |  |                                                                                                  |  | Page No.
|--- |  | ------------------------------------------------------------------------------------------------ |  | --------
|    |  | Reports of Independent Registered Public Accounting Firm                                         |  | 67      
|    |  | Consolidated Balance Sheets as of December 31, 2005 and 2004                                     |  | 68      
|    |  | Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003       |  | 69      
|    |  | Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003       |  | 70      
|    |  | Consolidated Statements of Partners' Equity for the years ended December 31, 2005, 2004 and 2003 |  | 71      
|    |  | Notes to Financial Statements                                                                    |  | 72      
|(2) |  | Financial Statement Schedule                                                                     |  |         
|    |  | Simon Property Group, L.P. Schedule III  Schedule of Real Estate and Accumulated Depreciation   |  | 108     
|    |  | Notes to Schedule III                                                                            |  | 116     
|(3) |  | Exhibits                                                                                         |  |         
|    |  | The Exhibit Index attached hereto is hereby incorporated by reference to this Item.              |  | 117     

66

---





Report Of Independent Registered Public Accounting Firm

The
Board of Directors of Simon Property Group, Inc.
            and
The Partners of Simon Property Group, L.P.:

We
have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated
statements of operations and comprehensive income, partners' equity and cash flows for each of the three years in the period ended December 31, 2005. Our audits also included the financial
statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of Simon Property Group, L.P. and Subsidiaries' management. Our responsibility is to
express an opinion on these financial statements and schedule based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Simon Property Group, L.P. and Subsidiaries
at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with
U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the base financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Simon Property Group, L.P. and
Subsidiaries' internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 7, 2006, expressed an unqualified opinion thereon.

|                                    |  | /s/ ERNST & YOUNG LLP
|----------------------------------- |  | ---------------------
|Indianapolis, Indiana
March 7, 2006 |  |                      

67

---





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

|                                                                                                                                        |                                                                                                                                        | December 31,
2005                      |            | December 31,
2004 |           
|--------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ---------- | ----------------- | ----------
|ASSETS:                                                                                                                                 |                                                                                                                                        |                                        |            |                   |           
|                                                                                                                                        | Investment properties, at cost                                                                                                         |                                        | $          | 21,745,309        |           
|                                                                                                                                        |                                                                                                                                        | Less  accumulated depreciation        |            |                   | 3,809,293 
|                                                                                                                                        |                                                                                                                                        |                                        |            |                   |           
|                                                                                                                                        |                                                                                                                                        |                                        | 17,936,016 |                   |           
|                                                                                                                                        | Cash and cash equivalents                                                                                                              |                                        |            | 337,048           |           
|                                                                                                                                        | Tenant receivables and accrued revenue, net                                                                                            |                                        |            | 357,079           |           
|                                                                                                                                        | Investment in unconsolidated entities, at equity                                                                                       |                                        |            | 1,562,595         |           
|                                                                                                                                        | Deferred costs and other assets                                                                                                        |                                        |            | 938,301           |           
|                                                                                                                                        |                                                                                                                                        |                                        |            |                   |           
|                                                                                                                                        |                                                                                                                                        | Total assets                           |            | $                 | 21,131,039
|                                                                                                                                        |                                                                                                                                        |                                        |            |                   |           
|LIABILITIES:                                                                                                                            |                                                                                                                                        |                                        |            |                   |           
|                                                                                                                                        | Mortgages and other indebtedness                                                                                                       |                                        | $          | 14,106,117        |           
|                                                                                                                                        | Accounts payable, accrued expenses, intangibles, and deferred revenues                                                                 |                                        |            | 1,092,334         |           
|                                                                                                                                        | Cash distributions and losses in partnerships and joint ventures, at equity                                                            |                                        |            | 194,476           |           
|                                                                                                                                        | Other liabilities, minority interest, and accrued distributions                                                                        |                                        |            | 163,524           |           
|                                                                                                                                        |                                                                                                                                        |                                        |            |                   |           
|                                                                                                                                        |                                                                                                                                        | Total liabilities                      |            |                   | 15,556,451
|                                                                                                                                        |                                                                                                                                        |                                        |            |                   |           
|COMMITMENTS AND CONTINGENCIES                                                                                                           |                                                                                                                                        |                                        |            |                   |           
|7.75%/8.00% Cumulative Redeemable Preferred Units, 850,698 and 822,588 units issued and outstanding, respectively, at liquidation value |                                                                                                                                        |                                        | 85,070     |                   |           
|PARTNERS' EQUITY:                                                                                                                       |                                                                                                                                        |                                        |            |                   |           
|                                                                                                                                        | Preferred units, 32,900,856 and 33,042,122 units outstanding, respectively. Liquidation values $1,398,263 and $1,402,330, respectively |                                        |            | 1,396,679         |           
|                                                                                                                                        | General Partner, 220,361,581 and 218,702,347 units outstanding, respectively                                                           |                                        |            | 3,259,203         |           
|                                                                                                                                        | Limited Partners, 58,522,624 and 60,876,619 units outstanding, respectively                                                            |                                        |            | 865,565           |           
|                                                                                                                                        | Note receivable from Simon Property (interest at 7.8%, original maturity 2009)                                                         |                                        |            |                  |           
|                                                                                                                                        | Unamortized restricted stock award                                                                                                     |                                        |            | (31,929           | )         
|                                                                                                                                        |                                                                                                                                        |                                        |            |                   |           
|                                                                                                                                        |                                                                                                                                        | Total partners' equity                 |            |                   | 5,489,518 
|                                                                                                                                        |                                                                                                                                        |                                        |            |                   |           
|                                                                                                                                        |                                                                                                                                        | Total liabilities and partners' equity |            | $                 | 21,131,039
|                                                                                                                                        |                                                                                                                                        |                                        |            |                   |           

The accompanying notes are an integral part of these statements.

68

---





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

|                                                                            |                                                                                                                   | For the Year Ended December 31,   |          
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------- | --------------------------------- | ---------
|
|REVENUE:                                                                    |                                                                                                                   |                                   |          
|                                                                            | Minimum rent                                                                                                      |                                   | $        
|                                                                            | Overage rent                                                                                                      |                                   |          
|                                                                            | Tenant reimbursements                                                                                             |                                   |          
|                                                                            | Management fees and other revenues                                                                                |                                   |          
|                                                                            | Other income                                                                                                      |                                   |          
|                                                                            |                                                                                                                   |                                   |          
|                                                                            |                                                                                                                   | Total revenue                     |          
|                                                                            |                                                                                                                   |                                   |          
|EXPENSES:                                                                   |                                                                                                                   |                                   |          
|                                                                            | Property operating                                                                                                |                                   |          
|                                                                            | Depreciation and amortization                                                                                     |                                   |          
|                                                                            | Real estate taxes                                                                                                 |                                   |          
|                                                                            | Repairs and maintenance                                                                                           |                                   |          
|                                                                            | Advertising and promotion                                                                                         |                                   |          
|                                                                            | Provision for credit losses                                                                                       |                                   |          
|                                                                            | Home and regional office costs                                                                                    |                                   |          
|                                                                            | General and administrative                                                                                        |                                   |          
|                                                                            | Costs related to withdrawn tender offer                                                                           |                                   |          
|                                                                            | Other                                                                                                             |                                   |          
|                                                                            |                                                                                                                   |                                   |          
|                                                                            |                                                                                                                   | Total operating expenses          |          
|                                                                            |                                                                                                                   |                                   |          
|OPERATING INCOME                                                            |                                                                                                                   |                                   | 1,205,423
|Interest expense                                                            |                                                                                                                   |                                   | 799,092  
|                                                                            |                                                                                                                   |                                   |          
|Income before minority interest                                             |                                                                                                                   |                                   | 406,331  
|Minority interest                                                           |                                                                                                                   |                                   | (13,743  
|Income tax expense of taxable REIT subsidiaries                             |                                                                                                                   |                                   | (16,229  
|                                                                            |                                                                                                                   |                                   |          
|Income before unconsolidated entities                                       |                                                                                                                   |                                   | 376,359  
|Income from unconsolidated entities                                         |                                                                                                                   |                                   | 81,807   
|Loss on sales of interests in unconsolidated entities and other assets, net |                                                                                                                   |                                   | (838     
|                                                                            |                                                                                                                   |                                   |          
|Income from continuing operations                                           |                                                                                                                   |                                   | 457,328  
|Results of operations from discontinued operations                          |                                                                                                                   |                                   | 8,242    
|Gain (loss) on disposal or sale of discontinued operations, net             |                                                                                                                   |                                   | 146,945  
|                                                                            |                                                                                                                   |                                   |          
|NET INCOME                                                                  |                                                                                                                   |                                   | 612,515  
|Preferred unit requirement                                                  |                                                                                                                   |                                   | (101,934 
|                                                                            |                                                                                                                   |                                   |          
|NET INCOME AVAILABLE TO UNITHOLDERS                                         |                                                                                                                   | $                                 | 510,581  
|                                                                            |                                                                                                                   |                                   |          
|NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:                        |                                                                                                                   |                                   |          
|                                                                            |                                                                                                                   | General Partner                   |          
|                                                                            |                                                                                                                   | Limited Partners                  |          
|                                                                            |                                                                                                                   |                                   |          
|                                                                            |                                                                                                                   | Net income                        |          
|                                                                            |                                                                                                                   |                                   |          
|BASIC EARNINGS PER UNIT:                                                    |                                                                                                                   |                                   |          
|                                                                            |                                                                                                                   | Income from continuing operations |          
|                                                                            |                                                                                                                   | Discontinued operations           |          
|                                                                            |                                                                                                                   |                                   |          
|                                                                            |                                                                                                                   | Net income                        |          
|                                                                            |                                                                                                                   |                                   |          
|DILUTED EARNINGS PER UNIT:                                                  |                                                                                                                   |                                   |          
|                                                                            |                                                                                                                   | Income from continuing operations |          
|                                                                            |                                                                                                                   | Discontinued operations           |          
|                                                                            |                                                                                                                   |                                   |          
|                                                                            |                                                                                                                   | Net income                        |          
|                                                                            |                                                                                                                   |                                   |          
|                                                                            | Net Income                                                                                                        |                                   | $        
|                                                                            | Unrealized gain on interest rate hedge agreements                                                                 |                                   |          
|                                                                            | Net income on derivative instruments reclassified from accumulated other
comprehensive loss into interest expense |                                   |          
|                                                                            | Currency translation adjustments                                                                                  |                                   |          
|                                                                            | Other (loss) income                                                                                               |                                   |          
|                                                                            |                                                                                                                   |                                   |          
|                                                                            | Comprehensive Income                                                                                              |                                   | $        
|                                                                            |                                                                                                                   |                                   |          

The accompanying notes are an integral part of these statements.

69

---





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

|                                                 |            | For the Year
Ended December 31,                                                          |                                                                                          
|------------------------------------------------ | ---------- | ---------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:            |            |                                                                                          |                                                                                          
|                                                 | Net income |                                                                                          | $                                                                                        
|                                                 |            | Adjustments to reconcile net income to net cash provided by operating activities        |                                                                                          
|                                                 |            |                                                                                          | Depreciation and amortization                                                            
|                                                 |            |                                                                                          | Impairment on Investment Properties                                                      
|                                                 |            |                                                                                          | Loss on sales of interests in unconsolidated entities and other assets, net              
|                                                 |            |                                                                                          | (Gain) 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, net                                              
|                                                 |            |                                                                                          | Deferred costs and other assets                                                          
|                                                 |            |                                                                                          | Accounts payable, accrued expenses, intangibles, deferred revenues, and other liabilities
|                                                 |            |                                                                                          |                                                                                          
|                                                 |            |                                                                                          |                                                                                          
|                                                 |            |                                                                                          |                                                                                          
|CASH FLOWS FROM INVESTING ACTIVITIES:            |            |                                                                                          |                                                                                          
|                                                 |            | Acquisitions                                                                             |                                                                                          
|                                                 |            | Capital expenditures, net                                                                |                                                                                          
|                                                 |            | Cash from acquisitions                                                                   |                                                                                          
|                                                 |            | Cash impact from the consolidation and de-consolidation of properties                    |                                                                                          
|                                                 |            | Net proceeds from sale of partnership interest, other assets and discontinued operations |                                                                                          
|                                                 |            | Investments in unconsolidated entities                                                   |                                                                                          
|                                                 |            | Distributions of capital from unconsolidated entities and other                          |                                                                                          
|                                                 |            |                                                                                          |                                                                                          
|                                                 |            |                                                                                          | Net cash used in investing activities                                                    
|                                                 |            |                                                                                          |                                                                                          
|CASH FLOWS FROM FINANCING ACTIVITIES:            |            |                                                                                          |                                                                                          
|                                                 |            | Partnership contributions and issuance of units and other                                |                                                                                          
|                                                 |            | Purchase of preferred units, partnership units, and treasury units                       |                                                                                          
|                                                 |            | Preferred Unit redemptions                                                               |                                                                                          
|                                                 |            | Minority interest contributions                                                          |                                                                                          
|                                                 |            | Partnership distributions                                                                |                                                                                          
|                                                 |            | Mortgage and other indebtedness proceeds, net of transaction costs                       |                                                                                          
|                                                 |            | Mortgage and other indebtedness principal payments                                       |                                                                                          
|                                                 |            |                                                                                          |                                                                                          
|                                                 |            |                                                                                          | Net cash (used in) provided by financing activities                                      
|                                                 |            |                                                                                          |                                                                                          
|(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |            |                                                                                          | (182,508                                                                                 
|CASH AND CASH EQUIVALENTS, beginning of year     |            |                                                                                          | 519,556                                                                                  
|                                                 |            |                                                                                          |                                                                                          
|CASH AND CASH EQUIVALENTS, end of year           |            | $                                                                                        | 337,048                                                                                  
|                                                 |            |                                                                                          |                                                                                          

The accompanying notes are an integral part of these statements.

70

---





Simon Property Group, L.P. and SubsidiariesConsolidated Statements of Partners' Equity  (Dollars in thousands)

|                                                                                                   |  | Preferred Units |           | Simon Property
(Managing General
Partner) |   | Limited Partners |   | Unamortized
Restricted Stock
Award |          | Note Receivable
from Simon
Property |   | Total Partners'
Equity |  
|-------------------------------------------------------------------------------------------------- |  | --------------- | --------- | ----------------------------------------- | - | ---------------- | - | ---------------------------------- | -------- | ----------------------------------- | - | ---------------------- | -
|Balance at December 31, 2002                                                                       |  | $               | 965,106   |                                           | $ | 2,574,209        |   | $                                  | 892,442  |                                     | $ | (10,736                | )
|                                                                                                   |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|General partner contributions (733,617 units)                                                      |  |                 |           |                                           |   | 17,385           |   |                                    |          |                                     |   |                        |  
|Conversion and redemption of 4,830,057 Series B Preferred Units into 12,443,195 units              |  |                 | (449,196  | )                                         |   | 448,076          |   |                                    |          |                                     |   |                        |  
|Issuance of 3,328,540 Series H Variable Rate Preferred Units                                       |  |                 | 83,213    |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Repurchase of 3,250,528 Series H Variable Rate Preferred Units                                     |  |                 | (81,263   | )                                         |   |                  |   |                                    |          |                                     |   |                        |  
|Accretion of preferred units                                                                       |  |                 | 475       |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Limited partner units converted to common units (2,880,810 units)                                  |  |                 |           |                                           |   | 39,704           |   |                                    | (39,704  | )                                   |   |                        |  
|Issuance of 251,096 7.5% Cumulative Redeemable Preferred Units                                     |  |                 | 25,109    |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Stock incentive program (380,835 units, net)                                                       |  |                 |           |                                           |   | 12,546           |   |                                    |          |                                     |   | (12,579                | )
|Amortization of stock incentive                                                                    |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   | 10,355                 |  
|Acquisition of minority interest in Management Company                                             |  |                 |           |                                           |   | (2,334           | ) |                                    |          |                                     |   |                        |  
|Other (includes 273,307 units converted to cash and payments on note)                              |  |                 |           |                                           |   | 173              |   |                                    | (10,980  | )                                   |   |                        |  
|Adjustment to limited partners' interest from increased ownership in the Operating Partnership     |  |                 |           |                                           |   | (78,075          | ) |                                    | 77,582   |                                     |   |                        |  
|Distributions                                                                                      |  |                 | (67,182   | )                                         |   | (445,544         | ) |                                    | (147,492 | )                                   |   |                        |  
|Net income                                                                                         |  |                 | 67,182    |                                           |   | 311,238          |   |                                    | 101,294  |                                     |   |                        |  
|Other comprehensive income                                                                         |  |                 |           |                                           |   | 20,667           |   |                                    | 3,485    |                                     |   |                        |  
|                                                                                                   |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Balance at December 31, 2003                                                                       |  | $               | 543,444   |                                           | $ | 2,898,045        |   | $                                  | 876,627  |                                     | $ | (12,960                | )
|                                                                                                   |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|General partner contributions (392,943 units)                                                      |  |                 |           |                                           |   | 10,654           |   |                                    |          |                                     |   |                        |  
|Repurchase of Series H Variable Rate Preferred Units (-78,012 units)                               |  |                 | (1,950    | )                                         |   |                  |   |                                    |          |                                     |   |                        |  
|Limited Partner common units issued (120,671 units)                                                |  |                 |           |                                           |   |                  |   |                                    | 6,000    |                                     |   |                        |  
|Issuance of 7.5% Cumulative Redeemable Preferred Units (4,277 units)                               |  |                 | 428       |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Issuance of limited partner Common Units in the Chelsea acquisition (4,652,232 units)              |  |                 |           |                                           |   |                  |   |                                    | 263,223  |                                     |   |                        |  
|Issuance of Common Units in the Chelsea acquisition (12,978,795 units)                             |  |                 |           |                                           |   | 733,172          |   |                                    |          |                                     |   |                        |  
|Issuance of Series I Convertible Perpetual Preferred Units (18,015,506 units)                      |  |                 | 900,776   |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Issuance of Series J Preferred Units in the Chelsea acquisition (796,948 units)                    |  |                 | 39,847    |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Accretion of preferred units                                                                       |  |                 | 406       |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Series C Preferred units (-1,061,580 units) converted to common units (803,341 units)              |  |                 | (29,724   | )                                         |   | 29,724           |   |                                    |          |                                     |   |                        |  
|Series C Preferred units (-9,876 units) converted to limited partner common units (7,473 units)    |  |                 | (277      | )                                         |   |                  |   |                                    | 277      |                                     |   |                        |  
|Series D Preferred units repurchased (-1,156,039 units)                                            |  |                 | (34,681   | )                                         |   |                  |   |                                    |          |                                     |   |                        |  
|Series E Preferred unit redemption (-1,000,000 units)                                              |  |                 | (25,000   | )                                         |   |                  |   |                                    |          |                                     |   |                        |  
|Limited partner units converted to common units (4,194,117 units)                                  |  |                 |           |                                           |   | 73,726           |   |                                    | (73,726  | )                                   |   |                        |  
|Treasury Unit Purchase (-317,300 units)                                                            |  |                 |           |                                           |   | (20,400          | ) |                                    |          |                                     |   |                        |  
|Stock incentive program (365,602 units, net)                                                       |  |                 |           |                                           |   | 20,755           |   |                                    |          |                                     |   | (20,788                | )
|Amortization of stock incentive                                                                    |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   | 11,935                 |  
|Common Units Retired (-93,000)                                                                     |  |                 |           |                                           |   | (5,385           | ) |                                    |          |                                     |   |                        |  
|Other (includes -234,740 limited partner units converted to cash and payments on note)             |  |                 |           |                                           |   | 26               |   |                                    | (17,846  | )                                   |   |                        |  
|Adjustment to limited partners' interest from increased ownership in the Operating Partnership     |  |                 |           |                                           |   | 9,016            |   |                                    | (7,777   | )                                   |   |                        |  
|Distributions                                                                                      |  |                 | (63,566   | )                                         |   | (532,164         | ) |                                    | (151,809 | )                                   |   |                        |  
|Net income                                                                                         |  |                 | 63,566    |                                           |   | 295,954          |   |                                    | 84,757   |                                     |   |                        |  
|Other comprehensive income                                                                         |  |                 |           |                                           |   | 3,779            |   |                                    | 590      |                                     |   |                        |  
|                                                                                                   |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Balance at December 31, 2004                                                                       |  | $               | 1,393,269 |                                           | $ | 3,516,902        |   | $                                  | 980,316  |                                     | $ | (21,813                | )
|                                                                                                   |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|General partner contributions (206,464 units)                                                      |  |                 |           |                                           |   | 6,184            |   |                                    |          |                                     |   |                        |  
|Series J Preferred Stock Premium and Amortization                                                  |  |                 | 7,171     |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Accretion of preferred units                                                                       |  |                 | 306       |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Series C Preferred units (-118,679 units) converted to limited partner common units (89,805 units) |  |                 | (3,324    | )                                         |   |                  |   |                                    | 3,324    |                                     |   |                        |  
|Series D Preferred units redeemed (-19,287 units)                                                  |  |                 | (578      | )                                         |   |                  |   |                                    |          |                                     |   |                        |  
|Series I Preferred units redeemed (-3,300 units)                                                   |  |                 | (165      | )                                         |   |                  |   |                                    |          |                                     |   |                        |  
|Limited partner units converted to common units (2,282,808 units)                                  |  |                 |           |                                           |   | 37,381           |   |                                    | (37,381  | )                                   |   |                        |  
|Treasury Unit Purchase (-2,815,400 units)                                                          |  |                 |           |                                           |   | (182,408         | ) |                                    |          |                                     |   |                        |  
|Stock incentive program (400,541 units, net)                                                       |  |                 |           |                                           |   | 24,436           |   |                                    |          |                                     |   | (24,436                | )
|Amortization of stock incentive                                                                    |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   | 14,320                 |  
|Merger of SPG Realty Consultants LP into SPG LP                                                    |  |                 |           |                                           |   | 15,231           |   |                                    | 4,245    |                                     |   |                        |  
|Common Units Retired (-18,000)                                                                     |  |                 |           |                                           |   | (1,107           | ) |                                    |          |                                     |   |                        |  
|Other (includes -160,992 limited partner units converted to cash)                                  |  |                 |           |                                           |   | 505              |   |                                    | (11,267  | )                                   |   |                        |  
|Adjustment to limited partners' interest from increased ownership in the Operating Partnership     |  |                 |           |                                           |   | 24,603           |   |                                    | (24,603  | )                                   |   |                        |  
|Assignment of economic interest in Ocean County (1,602,821 units)                                  |  |                 |           |                                           |   | 39,289           |   |                                    | 10,953   |                                     |   |                        |  
|Distributions                                                                                      |  |                 | (101,934  | )                                         |   | (617,136         | ) |                                    | (166,670 | )                                   |   |                        |  
|Net income                                                                                         |  |                 | 101,934   |                                           |   | 401,895          |   |                                    | 108,686  |                                     |   |                        |  
|Other comprehensive income                                                                         |  |                 |           |                                           |   | (6,572           | ) |                                    | (2,038   | )                                   |   |                        |  
|                                                                                                   |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Balance at December 31, 2005                                                                       |  | $               | 1,396,679 |                                           | $ | 3,259,203        |   | $                                  | 865,565  |                                     | $ | (31,929                | )
|                                                                                                   |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P. and Subsidiaries        Notes to Consolidated Financial Statements        (Dollars in thousands, except share and per share amounts and where indicated as in millions or
billions)

1.    Organization

Simon Property Group, L.P. is a Delaware limited partnership and a majority owned subsidiary of Simon Property Group, Inc. In these notes to consolidated
financial statements, the terms "Operating Partnership", "we", "us" and "our" refer to the Simon Property Group, L.P. and its subsidiaries and the term "Simon Property" refers specifically to Simon
Property Group, Inc. 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"). Pursuant to our partnership agreement, we are required to pay all expenses of Simon Property.

We
are engaged primarily in the ownership, development, and management of retail real estate, primarily regional malls, Premium Outlet® centers and community/lifestyle
centers. As of December 31, 2005, we owned or held an interest in 286 income-producing properties in the United States, which consisted of 171 regional malls, 71 community/lifestyle centers, 33
Premium Outlet centers and 11 other shopping centers or outlet centers in 39 states and Puerto Rico (collectively, the "Properties", and individually, a "Property"). We also own interests in ten
parcels of land held in the United States for future development (together with the Properties, the "Portfolio"). Finally, we have ownership interests in 51 European shopping centers (France, Italy,
and Poland); five Premium Outlet centers in Japan; and one Premium Outlet center in Mexico.

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

We
also generate revenues due to our size and tenant relationships from:

Structural Simplification

On January 1, 2005, we simplified our organizational structure by merging SPG Realty Consultants, L.P. ("SPG Realty"), a subsidiary of Simon Property, into the
Operating Partnership. SPG Realty was the Operating Partnership's paired-unit affiliate that resulted from the business combination with Corporate Property Investors, Inc. The accompanying
statement of partners' equity for the year ended December 31, 2005 reflects the additional partner's equity as a result of this merger.

2.    Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of the Operating Partnership and its subsidiaries, and all significant intercompany
amounts have been eliminated.

We
consolidate Properties that are wholly owned or Properties that we own less than 100% but we control. Control of a Property is demonstrated by, among other factors, our ability to:

We
also consolidate all variable interest entities when we are determined to be the primary beneficiary.

The
deficit minority interest balances included in deferred costs and other assets in the accompanying consolidated balance sheets represent outside partners' interests in the net
equity of certain properties. We record

72

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deficit
minority interests when a joint venture agreement provides for the settlement of deficit capital accounts before distributing the proceeds from the sale of joint venture assets, the joint
venture partner is obligated to make additional contributions to the extent of any capital account deficits or the joint venture partner has the ability to fund such additional contributions.

Investments
in partnerships and joint ventures represent noncontrolling ownership interests in Properties. We account for these investments using the equity method of accounting. We
initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint
venture agreement, and cash contributions and distributions. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held
by each general or limited partner or joint venture investee primarily due to partner preferences.

As
of December 31, 2005, of our 343 properties we consolidated 197 wholly-owned properties and consolidated 20 additional properties that are less than wholly-owned, which we
control or for which we are the primary beneficiary. We account for the remaining 126 properties using the equity method of accounting (joint venture properties). We manage the
day-to-day operations of 59 of the 126 joint venture properties but have determined that our partner or partners have substantive participating rights in regards to the assets
and operations of these joint venture properties.

We
allocate our net operating results after preferred distributions based on our partners' respective ownership. In addition, Simon Property owns certain of our preferred units. Simon
Property's weighted average ownership interest in the Operating Partnership was as follows:

For the Year Ended December 31,2005

2004

2003Weighted average ownership interest

78.7
%
77.7
%
75.4
%


As
of December 31, 2005 and 2004, Simon Property's ownership interest in the Operating Partnership was 79.0% and 78.2%, respectively. We adjust the limited partners' interest at
the end of each period to reflect their ownership interest. The adjustment is reflected in the accompanying consolidated statements of partners' equity.

3.    Summary of Significant Accounting Policies



We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including salaries
and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred related to construction. We capitalize improvements and replacements from repair and maintenance
when the repairs and maintenance extend the useful life, increase capacity, or improve the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We record
depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 40 years. We review depreciable lives
of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We record depreciation on tenant allowances, tenant inducements and tenant improvements
utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the
straight-line method over seven to ten years.

We
review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of
investment properties may not be recoverable. These circumstances include, but are not limited to, declines in cash flows, occupancy and comparable sales per square foot at the property. We recognize
an impairment of investment property when the estimated undiscounted operating income before

73

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depreciation
and amortization is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over its
estimated fair value. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values.



We allocate the purchase price of acquisitions to the various components of the acquisition based upon the relative value of each component in accordance with
SFAS No. 141 "Business Combinations" (FAS 141). These components typically include buildings, land and intangibles related to in-place leases and we estimate:

Amounts
allocated to building are depreciated over the estimated remaining life of the acquired building or related improvements. We amortize amounts allocated to tenant improvements,
in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases, either on a specific lease methodology for a portfolio acquisition or an average
of total property leases methodology, generally applied for a single property acquisition, depending on the availability of estimates by lease. We also estimate the value of other acquired intangible
assets, if any, which are amortized over the remaining life of the underlying related leases or intangibles. Any remaining amount of value will be allocated to in-place leases, as deemed
appropriate under the circumstances.



SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144") provides a framework for the evaluation
of impairment of long-lived assets, the treatment of assets held for sale or to be otherwise disposed of, and the reporting of discontinued operations. SFAS No. 144 requires us to
reclassify any material operations related to consolidated properties sold during the period to discontinued operations. We have reclassified the results of operations of the seven regional malls,
community/lifestyle centers, and office building properties disposed during 2005, the five properties sold during 2004, and the thirteen properties sold in 2003 as described in Note 4 to
discontinued operations in the accompanying consolidated statements of operations and comprehensive income for all periods presented. Revenues included in discontinued operations were
$29.3 million for the year ended December 31, 2005, $62.7 million for the year ended December 31, 2004, and $105.6 million for the year ended December 31,
2003.



We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are
carried at cost, which approximates market value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements, and money markets. During 2005,
independent banks assumed responsibility for the gift card programs. We collect gift card funds at the point of sale and then remit those funds onto the banks for further processing. As a result,
significantly all of the cash collected from the issuance of a gift card is now held by the banks. Further, the banks also now bear the related liability for funds which will be owed to retailers
which honor a gift card for tender of goods and services. Our balance of cash and cash equivalents includes a balance of $42.3 million related to our co-branded gift card programs
which we do not consider

74

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available
for general working capital purposes. See Notes 4, 8, and 10 for disclosures about non-cash investing and financing transactions.



Marketable securities consist primarily of the assets of our insurance subsidiaries and are included in deferred costs and other assets. The types of securities
typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from 1 to 10 years. These securities are classified as
available-for-sale and are valued based upon quoted market prices or using discounted cash flows when quoted market prices are not available. The amortized cost of debt
securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive
income until the gain or loss is realized and recorded in other income. However, if we determine a decline in value is other than temporary, then we recognize the unrealized loss in income to write
down the investments to their net realizable value. Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore,
our access to their securities may be limited.



We prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States ("GAAP"). GAAP
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and
revenues and expenses during the reported period. Our actual results could differ from these estimates.



We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose. The amount of interest capitalized
during each year is as follows:

For the Year Ended December 31,2005

2004

2003Capitalized interest

$
14,433

$
14,612

$
10,705




The Financial Accounting Standards Board (the "FASB") Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("Statement
131"), in June of 1997. Statement 131 requires disclosure of certain operating and financial data with respect to separate business activities within an enterprise. Our primary business is the
ownership, development and management of retail real estate. We have aggregated our retail operations, including regional malls, Premium Outlet centers and community/lifestyle centers, into one
reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of tenants. Further, all material operations are within the United
States and no customer or tenant comprises more than 10% of consolidated revenues.

75

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Deferred costs and other assets include the following as of December 31:

2005

2004Deferred financing and lease costs, net

$
183,249

$
179,689In-place lease intangibles, net


127,590


173,224Fair market value of acquired above market lease intangibles, net


96,090


130,061Marketable securities of our captive insurance companies


98,024


95,493Goodwill


20,098


20,098Minority interests


62,373


51,412Prepaids, notes receivable and other assets, net


350,877


522,898$
938,301

$
1,172,875


Deferred Financing and Lease Costs.Our deferred costs consist primarily of financing fees we incurred
in order to obtain long-term financing and internal and external leasing commissions and related costs. We record amortization of deferred financing costs on a straight-line
basis over the terms of the respective loans or agreements. Our deferred leasing costs consist primarily of capitalized salaries and related benefits in connection with lease originations. We record
amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. We amortize debt premiums and discounts, which are included in mortgages and other
indebtedness, over the remaining terms of the related debt instruments. These debt premiums or discounts arise either at the debt issuance or as part of the purchase price allocation of the fair value
of debt assumed in acquisitions. Details of these deferred costs as of December 31 are as follows:

2005

2004Deferred financing and lease costs

$
337,919

$
418,447Accumulated amortization


(154,670
)

(238,758
)Deferred financing and lease costs, net

$
183,249

$
179,689


The
accompanying statements of operations and comprehensive income includes amortization as follows:

For the year ended December 31,2005

2004

2003Amortization of deferred financing costs

$
22,063

$
17,188

$
15,710Amortization of debt premiums net of discounts


(26,349
)

(8,401
)

(5,723
)Amortization of deferred leasing costs


20,606


19,209


18,626


We
report amortization of deferred financing costs, amortization of premiums, and accretion of discounts as part of interest expense.

Intangible Assets.The average life of the in-place lease intangibles is approximately
6.5 years and is amortized over the remaining life of the leases of the related property on the straight-line basis and is included with depreciation and amortization in the
consolidated statements of operations and comprehensive income. The fair market value of above and below market leases are amortized into revenue over the remaining lease life as a component of
reported minimum rents. The weighted average remaining life of these intangibles approximates five years. The unamortized amounts of below market leases are included in accounts payable, accrued
expenses, intangibles and deferred revenues on the consolidated balance sheets and are $261.9 million and $334.2 million as of December 31, 2005 and 2004,

76

---



respectively.
The amount of amortization of above and below market leases, net for the year ended December 31, 2005, 2004, and 2003 was $48.0 million, $22.4 million, and
$8.3 million, respectively.

Details
of intangible assets as of December 31 are as follows:

2005

2004In-place lease intangibles

$
183,544

$
192,263Accumulated amortization


(55,954
)

(19,039
)In-place lease intangibles, net

$
127,590

$
173,224Fair market value of acquired above market lease intangibles

$
144,224

$
149,046Accumulated amortization


(48,134
)

(18,985
)Fair market value of acquired above market lease intangibles, net

$
96,090

$
130,061


Estimated
future amortization, and the increasing (decreasing) effect on minimum rents for our above and below market leases recorded as of December 31, 2005 are as follows:

Below Market
Leases

Above Market
Leases

Increase to
Minimum
Rent, Net2006

$
78,674

$
(25,467
)
$
53,2072007


63,145


(20,881
)

42,2642008


43,915


(16,929
)

26,9862009


29,206


(13,388
)

15,8182010


17,980


(6,958
)

11,022Thereafter


29,022


(12,467
)

16,555$
261,942

$
(96,090
)
$
165,852




We account for our derivative financial instruments pursuant to SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS 138, "Accounting for Derivative Instruments and Hedging Activities." We use a variety of derivative financial instruments in the normal course of business to manage or hedge the risks
described in Note 8 and record all derivatives on our balance sheets at fair value. We require that hedging derivative instruments are effective in reducing the risk exposure that they are
designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract.

We
adjust our balance sheets on an ongoing basis to reflect the current fair market value of our derivatives. We record changes in the fair value of these derivatives each period in
earnings or comprehensive income, as appropriate. The ineffective portion of the hedge is immediately recognized in earnings to the extent that the change in value of a derivative does not perfectly
offset the change in value of the instrument being hedged. The unrealized gains and losses held in accumulated other comprehensive income will be reclassified to earnings over time as the hedged items
are recognized in earnings. We have a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors.

We
use standard market conventions to determine the fair values of derivative instruments, and techniques such as discounted cash flow analysis, option pricing models, and termination
cost are used to determine fair value at each balance sheet date. All methods of assessing fair value result in a general approximation of value and such value may never actually be realized.

77

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The components of our accumulated comprehensive income consisted of the following as of December 31:

2005

2004Cumulative translation adjustment

$
(3,574
)
$
5,826Accumulated derivative gains, net


16,155


14,350Net unrealized gains (losses) on marketable securities


(141
)

874Total accumulated comprehensive income

$
12,440

$
21,050




We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We
accrue minimum rents on a straight-line basis over the terms of their respective leases. Substantially all of our retail tenants are also required to pay overage rents based on sales over
a stated base amount during the lease year. We recognize overage rents only when each tenant's sales exceeds the applicable sales threshold.

We
structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from
our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area
maintenance (CAM), real estate taxes and insurance. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation. For approximately 40% of our leases,
we receive a fixed payment from the tenant for the CAM component, which is subject to an annual adjustment. We are continually working toward converting an increased number of our leases to the fixed
payment methodology. For the remainder of our leases, these CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures
for the property. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. We accrue reimbursements from
tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. Our advertising and promotional costs are expensed as incurred. We also
receive escrow payments for these reimbursements from substantially all our non-fixed CAM tenants and monthly fixed CAM payments throughout the year. We do this to reduce the risk of loss
on uncollectible accounts once we perform the final year-end billings for recoverable expenditures. We recognize differences between estimated recoveries and the final billed amounts in
the subsequent year. These differences were not, and are not expected to be, material in any period presented.



Management fees and other revenues are generally received from our unconsolidated joint venture Properties as well as third parties. Management fee revenue is
recognized based on a contractual percentage of joint venture property revenue. Development fee revenue is recognized on a contractual percentage of hard costs to develop a property. Leasing fee
revenue is recognized on a contractual per square foot charge based on the square footage of current year leasing activity.

Insurance
premiums written and ceded are recognized on a pro-rata basis over the terms of the policies. Insurance losses are reflected in property operating expenses in the
accompanying statements of operations and comprehensive income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on
evaluations by actuaries and management's best estimates. Total insurance reserves for our insurance subsidiary as of December 31, 2005 and 2004 approximated $93.6 million and
$79.0 million, respectively.

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We recognize fee revenues from our co-branded gift card programs when the fees are earned under the related arrangements with the card issuers.
Generally, these revenues are recorded at the issuance of the gift card for handling fees and, if applicable, at future dates for servicing fees in the event of non-use of the card.



We record a provision for credit losses based on our judgment of a tenant's creditworthiness, ability to pay and probability of collection. In addition, we also
consider the retail sector in which the tenant operates and our historical collection experience in cases of bankruptcy, if applicable. Presented below is the activity in the allowance for credit
losses and includes the activities related to discontinued operations during the following years:

For the year Ended December 31,2005

2004

2003Balance at Beginning of Year

$
36,917

$
31,305

$
20,120Consolidation of previously unconsolidated entities


122





1,700Provision for Credit Losses


7,284


18,867


14,675Accounts Written Off


(9,084
)

(13,255
)

(5,190
)Balance at End of Year

$
35,239

$
36,917

$
31,305




As a partnership, the allocated share of our income or loss for each year is included in the income tax returns of the partners; accordingly, no accounting for
income taxes is required in the accompanying consolidated financials statements. State income, franchise or other taxes were not significant in any of the periods presented.

Simon
Property and certain of our subsidiaries are taxed as REITs under Sections 856 through 860 of the Code and applicable Treasury regulations relating to REIT qualification. In order
to maintain this REIT status, the regulations require Simon Property to distribute at least 90% of its taxable income to its stockholders and meet certain other asset and income tests as well as other
requirements. We intend to continue to make distributions to Simon Property in order to allow it to adhere to these requirements and maintain its REIT status. As REITs, the subsidiary REIT entities
will generally not be liable for federal corporate income taxes as long as they continue to distribute in excess of 100% of their taxable income. Thus, we made no provision for federal income taxes
for these entities in the accompanying consolidated financial statements. If Simon Property or any of our REIT subsidiaries fail to qualify as a REIT, it will be subject to tax at regular corporate
rates for the years in which it failed to qualify. If we lose our REIT status we could not elect to be taxed as a REIT for four years unless our failure to qualify was due to reasonable cause and
certain other conditions were satisfied.

On
October 22, 2004, President Bush signed the American Jobs Creation Act which included several provisions of the REIT Improvement Act, which builds in some flexibility to the
REIT rules. This Act provides for monetary penalties in lieu of REIT disqualification. This better matches the severity of the penalty to the REIT's error and therefore reduces the possibility of
disqualification.

Simon
Property has elected taxable REIT subsidiary ("TRS") status for some of our subsidiaries. This enables us to provide services that would otherwise be considered impermissible for
REITs and participate in activities that don't qualify as "rents from real property". For these entities, deferred tax assets and liabilities are established for temporary differences between the
financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax
assets is provided if we believe all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances
that causes a change in our judgment about the realizability of the related deferred tax asset is included in income.

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As
of December 31, 2005 and 2004, we had a net deferred tax asset of $7.1 million and $11.3 million, respectively, related to our TRS subsidiaries. The net deferred
tax asset is included in deferred costs and other assets in the accompanying consolidated balance sheets and consists primarily of operating losses and other carryforwards for Federal income tax
purposes as well as the timing of the deductibility of losses from insurance subsidiaries.



We made certain reclassifications of prior period amounts in the financial statements to conform to the 2005 presentation. These reclassifications have no impact
on net income previously reported. Also, the statements of operations and comprehensive income for the periods ended December 31, 2003 and 2004 have been reclassified to reflect significant
property dispositions during 2003, 2004, and 2005.

4.    Real Estate Acquisitions, Disposals, and Impairment

We acquire properties to generate both current income and long-term appreciation in value. We acquire individual properties or portfolios of other
retail real estate companies that meet our investment criteria. We sell properties which no longer meet our strategic criteria. Our acquisition and disposal activity for the periods presented are
highlighted as follows:



On November 18, 2005, we purchased a 37.99% interest in Springfield Mall in Springfield, Pennsylvania, for approximately $39.3 million, including
the issuance of our share of debt of $29.1 million. On November 21, 2005, we purchased a 50% interest in Coddingtown Mall in Santa Rosa, California, for approximately
$37.1 million, including the assumption of our share of debt of $10.5 million. Both of these Properties are being accounted for on the equity method of accounting.



On February 5, 2004, we purchased a 95% interest in Gateway Shopping Center in Austin, Texas, for approximately $107.0 million. We initially funded
this transaction with borrowings on the Credit Facility and with the issuance of 120,671 units of the Operating Partnership valued at approximately $6.0 million.

On
April 1, 2004, we increased our ownership interest in The Mall of Georgia Crossing from 50% to 100% for approximately $26.3 million, including the assumption of
$16.5 million of debt. As a result of this transaction, this Property is now reported as a consolidated entity.

On
April 27, 2004, we increased our ownership in Bangor Mall in Bangor, Maine from 32.6% to 67.6% and increased our ownership in Montgomery Mall in Montgomery, Pennsylvania from
23.1% to 54.4%. We acquired these additional ownership interests from our partner in the properties for approximately $67.0 million and the assumption of $16.8 million of debt. We funded
this transaction with a mortgage and borrowings on the Credit Facility. Bangor Mall and Montgomery Mall were previously accounted for under the equity method. These Properties are now consolidated as
a result of this acquisition.

On
May 4, 2004, we purchased a 100% interest in Plaza Carolina in San Juan, Puerto Rico for approximately $309.0 million. We funded this transaction with a mortgage and
borrowings on the Credit Facility.

On
November 19, 2004, we increased our ownership interest in Lehigh Valley, located in Whitehall, Pennsylvania, from 24.88% to 37.61% for approximately $42.3 million,
including the assumption of our $25.9 million share of debt.

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On
December 15, 2004, we increased our ownership in Woodland Hills in Tulsa, Oklahoma from 47.2% to 94.5%. We acquired this additional ownership interest from our partner in the
property for approximately $119.5 million, including the assumption of $39.7 million of debt. Woodland Hills was previously accounted for under the equity method. This Property is now
consolidated as a result of this acquisition.



On October 14, 2004, Simon Property acquired all of the outstanding common stock of Chelsea Property Group, Inc. ("Chelsea") and the limited
partnership units of its operating partnership subsidiary in a transaction valued at approximately $5.2 billion, including the assumption of $1.5 billion of debt (the "Chelsea
Acquisition"). Chelsea had interests in 37 Premium Outlet centers and 24 other shopping centers containing 16.6 million square feet of gross leasable area in 31 states, Japan, and Mexico. We
and Simon Property funded the cash portion of this acquisition with a $1.8 billion unsecured term loan facility discussed in Note 8. Chelsea common stockholders received consideration of
$36.00 per share for each share of Chelsea's common stock in cash, a fractional share of 0.2936 of Simon Property common stock, and a fractional share of 0.3000 of Simon Property Series I 6%
Convertible Perpetual Preferred Stock (Series I Preferred Stock). In total, Simon Property issued to Chelsea common stockholders at closing:

In
accordance with our partnership agreement, we issued to Simon Property an equivalent number of our units based on the shares of common stock issued and an equivalent number of our
preferred units, with terms substantially the same as the related Series I Preferred Stock that Simon Property issued to Chelsea common stockholders. The Series I 6% preferred units and
the corresponding Series I Preferred Stock are further described in the footnotes to the consolidated financial statements.

Further,
each share of Chelsea Series A Preferred Stock was converted into the right to receive one share of Simon Property Series J 83/8% Cumulative
Redeemable Preferred Stock (Series J Preferred Stock), which has terms substantially the same as the Chelsea Series A Preferred Stock. The fair value of the Chelsea Series A
Preferred Stock at the acquisition date was $39.8 million, which resulted in the issuance of 796,948 share of Series J Preferred Stock. As a result, we issued to Simon Property an
equivalent number of Series J 83/8% Cumulative Redeemable Preferred Units with terms substantially the same as the related Series J Preferred Stock.

As
part of the Chelsea Acquisition, we issued to the limited partner of CPG Partners, L.P., the operating partnership subsidiary of Chelsea:

As
a result CPG Partners, L.P. and Chelsea are now our subsidiaries.

During
2005, we finalized the purchase price allocation for the Chelsea Acquisition as required by FAS 141, as described in our purchase accounting allocation policy in
Note 3. Our valuation of the Chelsea assets was developed in consultation with independent valuation specialists. The final purchase price allocation reflects reallocations between tangible
assets and finite life intangible assets. However, these adjustments did not have a significant impact on our consolidated results of operations.

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The
following summarized balance sheet represents the final purchase price allocation related to this business combination:

Investment properties

$
4,978,821Cash and cash equivalents


33,700Tenant receivables


3,897Investments in unconsolidated entities


320,833Deferred costs and other assets


64,367In-place lease intangibles


112,852Fair market value of above market leases


130,795Total assets

$
5,645,265Mortgages and other indebtedness, including premium of $129,021

$
1,611,184Fair market value of below market leases


268,246Accounts payable, accrued expenses, intangibles and other


94,662Total liabilities

$
1,974,092


The
following unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2004 and 2003 includes adjustments for the Chelsea Acquisition
as if the transaction had occurred as of January 1, 2003. The pro forma information does not purport to present what actual results would have been had this acquisition, and the related
transaction, in fact, occurred at the previously mentioned date, or to project results for any future period. Our other acquisitions during the periods presented were not considered material business
combinations for the purpose of presenting this pro forma financial information.

For the Year Ended December 31,Pro Forma Consolidated Statements of Operations (Unaudited)2004

2003Pro Forma Total Revenue

$
2,954,983

$
2,691,829Pro Forma Income from Continuing Operations


403,400


414,643Pro Forma Net Income


403,400


414,643Pro Forma Earnings Per Unit  Basic (a)

$
1.06

$
1.10Pro Forma Earnings Per Unit  Diluted (a)

$
1.06

$
1.10




---



On March 14, 2003, we purchased the remaining interest in The Forum Shops at Caesars in Las Vegas, NV from the minority limited partner who initiated the
buy/sell provision of the partnership agreement. We purchased this interest for $174.0 million in cash and assumed the minority limited partner's $74.2 million share of debt, and other
partnership liabilities. 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% leasehold stake in Stanford Shopping Center in Palo Alto, California for $333.0 million from Stanford University. Stanford
University holds, as lessor, a long-term ground lease underlying the asset. We funded this purchase with a mortgage, with borrowings from our Credit Facility, and with available working
capital.

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In
the fourth quarter 2003, through a series of transactions we increased our ownership interest in Kravco Investments L.P. ("Kravco"), a Philadelphia, PA based owner of regional malls,
from approximately 18% to approximately 80% (which was subsequently reduced to 76% in the fourth quarter of 2004) and in its affiliated management company from approximately 15% to 50%. The portfolio
consists of six regional malls, five of which are in the Philadelphia metropolitan area, and four community/lifestyle centers. We acquired our interest in Kravco from certain private investor real
estate companies. We acquired our initial interest jointly with these real estate companies in connection with the Rodamco acquisition in 2002. As a result of this acquisition, we consolidated four
new partnerships and account for the other six partnerships as joint ventures. The total consideration paid in these transactions was approximately $293.4 million and consisted of:

On
December 22, 2003, we jointly formed with The Rinascente Group the joint venture Gallerie Commerciali Italia S.p.A ("GCI"), which owns a geographically diverse portfolio in
Italy of 40 existing shopping centers as of December 31, 2004 (38 as of December 31, 2003). The Rinascente Group contributed these 38 existing shopping centers as well as development
opportunities to GCI and then sold 49% of GCI to one of our affiliates. The initial gross value of GCI was approximately €860 million, or approximately $1.1 billion, and
our initial equity investment was approximately €187 million, or $232 million. We account for our interest in GCI under the equity method of accounting.



During the year ended December 31, 2005, we sold or disposed of sixteen non-core properties, consisting of four regional malls, one
community/lifestyle center, nine other outlet centers and two office buildings. Our significant dispositions are summarized as follows (dollars in millions):

|Properties                               |  | Previous
Ownership % |  | Date of Disposal  |  | Sales Price |       | Gain/(Loss) |  
|---------------------------------------- |  | -------------------- |  | ----------------- |  | ----------- | ----- | ----------- | -
|Riverway and O'Hare International Center |  | 100%                 |  | June 1, 2005      |  | $           | 257.3 |             | $
|Grove at Lakeland Square                 |  | 100%                 |  | July 1, 2005      |  |             | 10.4  |             |  
|Cheltenham Square                        |  | 100%                 |  | November 17, 2005 |  |             | 71.5  |             |  
|Southgate Mall                           |  | 100%                 |  | November 28, 2005 |  |             | 8.5   |             |  
|Eastland Mall (Tulsa, OK)                |  | 100%                 |  | December 16, 2005 |  |             | 1.5   |             |  
|Biltmore Square                          |  | 100%                 |  | December 28, 2005 |  |             | 26.0  |             |  
|                                         |  |                      |  |                   |  |             |       |             |  
|                                         |  |                      |  |                   |  | $           | 375.2 |             | $
|                                         |  |                      |  |                   |  |             |       |             |  

The
disposition of Biltmore Square was accomplished through a transfer of the deed to the property to the lender in settlement of the remaining balance of the non-recourse
debt on the property. Additionally, nine other insignificant non-core properties were sold which resulted in no gain or loss.

We
disposed of two joint venture properties during 2005. On January 11, 2005, Metrocenter was sold for $62.6 million and we recognized our share of the gain of
$11.8 million. On December 22, 2005, our Canadian property, Forum Entertainment Centre, was sold and we recognized our share of the loss of $13.7 million.

Certain
of the net proceeds from these sales, net of repayment of outstanding debt, are held in escrow to complete IRS Section 1031 exchanges while the remainder was used for
general working capital purposes.

83

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During the year ended December 31, 2004, we sold five non-core properties, consisting of three regional malls, one community/lifestyle center
and one Premium Outlet center. The significant properties and their dates of sale consisted of:

|Properties               |  | Previous
Ownership % |  | Date of Disposal  |  | Sales Price |      | Gain/(Loss) |  
|------------------------ |  | -------------------- |  | ----------------- |  | ----------- | ---- | ----------- | -
|Hutchinson Mall          |  | 100%                 |  | June 15, 2004     |  | $           | 16.3 |             | $
|Bridgeview Court         |  | 100%                 |  | July 22, 2004     |  |             | 5.3  |             |  
|Woodville Mall           |  | 100%                 |  | September 1, 2004 |  |             | 2.5  |             |  
|Santa Fe Premium Outlets |  | 100%                 |  | December 28, 2004 |  |             | 7.7  |             |  
|Heritage Park Mall       |  | 100%                 |  | December 29, 2004 |  |             | 4.1  |             |  
|                         |  |                      |  |                   |  |             |      |             |  
|                         |  |                      |  |                   |  | $           | 35.9 |             | $
|                         |  |                      |  |                   |  |             |      |             |  

We
disposed of three joint venture properties during 2004. On April 7, 2004, we sold a joint venture interest in a hotel for $17.0 million, resulting in a gain of
$12.6 million, $8.3 million net of tax. On April 8, 2004 we sold our joint venture interest in Yards Plaza resulting in no gain or loss on this disposition. On August 6,
2004, we completed the court ordered sale of our joint venture interest in Mall of America (see Note 11).



During the year ended December 31, 2003, we sold 13 non-core properties, consisting of seven regional malls, five community centers and one
mixed-use property. The properties and their dates of sale consisted of:

|Properties                      |  | Previous
Ownership % |  | Date of Disposal  |  | Sales Price |       | Gain/(Loss) |  
|------------------------------- |  | -------------------- |  | ----------------- |  | ----------- | ----- | ----------- | -
|Richmond Square                 |  | 100%                 |  | January 9, 2003   |  | $           | 18.0  |             | $
|Mounds Mall, Mounds Mall Cinema |  | 100%                 |  | January 9, 2003   |  |             | 0.9   |             |  
|Memorial Mall                   |  | 100%                 |  | January 9, 2003   |  |             | 15.1  |             |  
|Forest Village Park Mall        |  | 100%                 |  | April 29, 2003    |  |             | 20.5  |             |  
|North Riverside Park Plaza      |  | 100%                 |  | May 8, 2003       |  |             | 12.7  |             |  
|Memorial Plaza                  |  | 100%                 |  | May 21, 2003      |  |             | 4.2   |             |  
|Fox River Plaza                 |  | 100%                 |  | May 22, 2003      |  |             | 4.3   |             |  
|Eastern Hills Mall              |  | 100%                 |  | July 1, 2003      |  |             | 17.0  |             |  
|New Orleans Center              |  | 100%                 |  | October 1, 2003   |  |             | 36.0  |             |  
|Mainland Crossing               |  | 80%                  |  | October 28, 2003  |  |             | 6.1   |             |  
|South Park Mall                 |  | 100%                 |  | November 3, 2003  |  |             | 2.7   |             |  
|Bergen Mall                     |  | 100%                 |  | December 12, 2003 |  |             | 145.0 |             |  
|                                |  |                      |  |                   |  |             |       |             |  
|                                |  |                      |  |                   |  | $           | 282.5 |             | $
|                                |  |                      |  |                   |  |             |       |             |  

Impairment.In 2004, we recorded an $18.0 million impairment charge related to one Property. We
evaluate our Properties for impairment using a combination of estimations of the fair value based upon a multiple of the net cash flow of the Properties and discounted cash flows from the individual
Properties' operations as well as contract prices, if applicable and available.

84

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5.    Per Unit Data

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

|                                                                    |  | For the Year ended December 31,
|------------------------------------------------------------------- |  | -------------------------------
|
|Income from continuing operations, after preferred unit requirement |  | $                              
|Discontinued operations                                             |  |                                
|                                                                    |  |                                
|Net Income available to Unitholders  Basic & Diluted               |  | $                              
|                                                                    |  |                                
|Weighted Average Units Outstanding  Basic                          |  |                                
|Effect of stock options of Simon Property                           |  |                                
|                                                                    |  |                                
|Weighted Average Units Outstanding  Diluted                        |  |                                
|                                                                    |  |                                

For
the year ending December 31, 2005, potentially dilutive securities include the stock options of Simon Property and certain preferred units. The only potentially dilutive
security that had a dilutive effect for the years ended December 31, 2005, 2004, and 2003 were stock options of Simon Property. Units may be exchanged for shares of
Simon Property common stock, on a one-for one basis, in certain circumstances. We accrue distributions when they are declared.

6.    Investment Properties

Investment properties consist of the following as of December 31:

2005

2004Land

$
2,560,335

$
2,591,109Buildings and improvements


18,990,912


18,324,732Total land, buildings and improvements


21,551,247


20,915,841Furniture, fixtures and equipment


194,062


169,852Investment properties at cost


21,745,309


21,085,693Less  accumulated depreciation


3,809,293


3,136,195Investment properties at cost, net

$
17,936,016

$
17,949,498Construction in progress included above

$
384,096

$
392,664


7.    Investments in Unconsolidated Entities

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular
property or portfolio. We held joint venture ownership interests in 69 Properties as of December 31, 2005 and 67 as of December 31, 2004. We also held interests in two joint
ventures which owned 51 European shopping centers as of December 31, 2005 and 2004. We also held an interest in five joint venture properties in Japan and one joint venture property in
Mexico. We account for these Properties using the equity method of accounting.

During
2005, we and our joint venture partner completed the construction of, obtained permanent financing for, and opened St. Johns Town Center (St. Johns). Prior to the completion of
construction and opening of the center,

85

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we
were responsible for 85% of the development costs, and guaranteed this same percentage of the outstanding construction debt. As a result, we consolidated St. Johns during its construction phase.
Upon obtaining permanent financing, the guarantee was released, and our partner's and our ownership percentages were each adjusted to 50%. We received a distribution from the partnership of
$15.7 million in repayment of our capital contributions to equalize our ownership interests, and this Property is now accounted for using the equity method of accounting.

On
June 1, 2005, we refinanced Westchester Mall, a joint venture Property, with a $500.0 million, 4.86% fixed-rate mortgage that matures on June 1,
2010. The balances of the two previous mortgages, which were repaid, were $142.0 million and $50.1 million and bore interest at fixed rates of 8.74% and 7.20%, respectively. Both were
scheduled to mature on September 1, 2005. We received our share of the excess refinancing proceeds of approximately $120 million on the closing of the new mortgage loan.

On
November 29, 2005, we refinanced Houston Galleria, a joint venture Property, with an $821.0 million, 5.436% fixed-rate mortgage that matures on
December 1, 2015. The balances of the two previous mortgages, which were repaid, were $213.2 million and $84.7 million and bore interest at a fixed rate of 7.93% and at LIBOR plus
150 basis points, respectively. They were scheduled to mature on December 1, 2005 and December 31, 2006, respectively. We received our share of the excess refinancing proceeds of
approximately $165.0 million on the closing of the new mortgage loan.

On
December 28, 2005, we invested $50 million of equity for a 40% interest in a joint venture with Toll Brothers, Inc. (Toll Brothers) and Meritage Homes Corp.
(Meritage Homes) to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. Toll Brothers and Meritage Homes each plan to build a
significant number of homes on the site. We have the option to purchase a substantial portion of the commercial property for retail uses. Other parcels may also be sold to third parties. Initial plans
call for a mixed-use master planned community, which will include approximately 4,840 acres of single-family homes and attached homes. Approximately 645 acres of commercial and retail
development will include schools, community amenities and open space. Initial home sales are tentatively scheduled to begin in 2009. The joint venture, of which Toll Brothers is the managing member,
expects to develop a master planned community of approximately 12,000 to 15,000 residential units.

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 joint venture agreements and the industry. Our partners in these joint ventures may initiate these provisions at any time (subject to any applicable lock up or similar restrictions), which will
result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest.

Summary
financial information of the joint ventures and a summary of our investment in and share of income from such joint ventures follow. We condensed into separate line items major
captions of the statements of operations for joint venture interests sold or consolidated. Consolidation occurs when we acquire an additional interest in the joint venture or became the primary
beneficiary and as a result, gain unilateral control of the Property. We reclassified these line items into "Discontinued Joint Venture Interests" and "Consolidated Joint Venture Interests" so that we

86

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may
present comparative results of operations for those joint venture interests held as of December 31, 2005. Balance sheet information as of December 31 is as follows:

|                                                         |                                        | 2005 |           | 2004     
|-------------------------------------------------------- | -------------------------------------- | ---- | --------- | ---------
|BALANCE SHEETS                                           |                                        |      |           |          
|Assets:                                                  |                                        |      |           |          
|Investment properties, at cost                           |                                        | $    | 9,915,521 |          
|Less  accumulated depreciation                          |                                        |      | 1,951,749 |          
|                                                         |                                        |      |           |          
|                                                         |                                        |      | 7,963,772 |          
|Cash and cash equivalents                                |                                        |      | 334,714   |          
|Tenant receivables                                       |                                        |      | 207,153   |          
|Investment in unconsolidated entities                    |                                        |      | 135,914   |          
|Deferred costs and other assets                          |                                        |      | 304,825   |          
|                                                         |                                        |      |           |          
|                                                         | Total assets                           |      | $         | 8,946,378
|                                                         |                                        |      |           |          
|Liabilities and Partners' Equity:                        |                                        |      |           |          
|Mortgages and other indebtedness                         |                                        | $    | 7,479,359 |          
|Accounts payable, accrued expenses, and deferred revenue |                                        |      | 403,390   |          
|Other liabilities                                        |                                        |      | 189,722   |          
|                                                         |                                        |      |           |          
|                                                         | Total liabilities                      |      |           | 8,072,471
|Preferred units                                          |                                        |      | 67,450    |          
|Partners' equity                                         |                                        |      | 806,457   |          
|                                                         |                                        |      |           |          
|                                                         | Total liabilities and partners' equity |      | $         | 8,946,378
|                                                         |                                        |      |           |          
|Our Share of:                                            |                                        |      |           |          
|Total assets                                             |                                        | $    | 3,765,258 |          
|                                                         |                                        |      |           |          
|Partners' equity                                         |                                        | $    | 429,942   |          
|Add: Excess Investment                                   |                                        |      | 938,177   |          
|                                                         |                                        |      |           |          
|Our net Investment in Joint Ventures                     |                                        | $    | 1,368,119 |          
|                                                         |                                        |      |           |          
|Mortgages and other indebtedness                         |                                        | $    | 3,169,662 |          
|                                                         |                                        |      |           |          

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

87

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As of December 31, 2005, scheduled principal repayments on joint venture properties' mortgages and other indebtedness are as follows:

2006

$
932,1882007


432,7202008


669,3752009


491,2942010


1,344,303Thereafter


3,611,347Total principal maturities


7,481,227Net unamortized debt premiums


(1,868
)Total mortgages and other indebtedness

$
7,479,359


88

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This
debt becomes due in installments over various terms extending through 2017 with interest rates ranging from 0.80% to 9.04% and a weighted average rate of 5.77% at
December 31, 2005.

|                                                          |                               | For the Year Ended December 31, |        
|--------------------------------------------------------- | ----------------------------- | ------------------------------- | -------
|
|STATEMENTS OF OPERATIONS                                  |                               |                                 |        
|Revenue:                                                  |                               |                                 |        
|                                                          | Minimum rent                  |                                 | $      
|                                                          | Overage rent                  |                                 |        
|                                                          | Tenant reimbursements         |                                 |        
|                                                          | Other income                  |                                 |        
|                                                          |                               |                                 |        
|                                                          |                               | Total revenue                   |        
|Operating Expenses:                                       |                               |                                 |        
|                                                          | Property operating            |                                 |        
|                                                          | Depreciation and amortization |                                 |        
|                                                          | Real estate taxes             |                                 |        
|                                                          | Repairs and maintenance       |                                 |        
|                                                          | Advertising and promotion     |                                 |        
|                                                          | Provision for credit losses   |                                 |        
|                                                          | Other                         |                                 |        
|                                                          |                               |                                 |        
|                                                          |                               | Total operating expenses        |        
|                                                          |                               |                                 |        
|Operating Income                                          |                               |                                 | 746,748
|Interest expense                                          |                               |                                 | 403,734
|                                                          |                               |                                 |        
|Income Before Minority Interest and Gain on Sale of Asset |                               |                                 | 343,014
|Minority interest                                         |                               |                                 |       
|Gain on sale of asset                                     |                               |                                 | 1,423  
|                                                          |                               |                                 |        
|Income Before Unconsolidated Entities                     |                               |                                 | 344,437
|(Loss) income from unconsolidated entities                |                               |                                 | (1,892 
|                                                          |                               |                                 |        
|Income from Continuing Operations                         |                               |                                 | 342,545
|Income from consolidated joint venture interests          |                               |                                 |       
|(Loss) income from discontinued joint venture interests   |                               |                                 | (2,784 
|Gain on disposal or sale of discontinued operations, net  |                               |                                 | 65,599 
|                                                          |                               |                                 |        
|Net Income                                                |                               | $                               | 405,360
|                                                          |                               |                                 |        
|Third-Party Investors' Share of Net Income                |                               | $                               | 238,265
|                                                          |                               |                                 |        
|Our Share of Net Income                                   |                               |                                 | 167,095
|Amortization of Excess Investment                         |                               |                                 | 48,597 
|Write-off of Investment Related to Properties Sold        |                               |                                 | 38,666 
|Our Share of Net Loss Related to Properties Sold          |                               |                                 | (1,975 
|                                                          |                               |                                 |        
|Income from Unconsolidated Entities                       |                               | $                               | 81,807 
|                                                          |                               |                                 |        

On
January 11, 2005, Metrocenter, a joint venture regional mall property was sold. We recognized our share of the gain of $11.8 million, net of the
write-off of the related investment and received $62.6 million representing our share of the proceeds from this disposition. On December 22, 2005, The Forum Entertainment
Centre, our Canadian property, was sold. We recognized our share of the loss of $13.7 million, net of the write-off of the related investment, from the disposition of this property.
The result of these two dispositions is included in the loss on sales of interests in unconsolidated entities and other assets, net in the 2005 consolidated statements of operations and comprehensive
income.

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International Joint Venture Investments

The carrying amount of our total combined investment in two joint venture investments, European Retail Enterprises, B.V. ("ERE") and GCI, is $287.4 million
as of December 31, 2005, net of the related cumulative translation adjustment. Our investments in ERE and GCI are accounted for using the equity method of accounting. The Operating Partnership
has a 49% ownership in GCI and a current 34.7% ownership in ERE.

On
October 20, 2005, Ivanhoe Cambridge, Inc. ("Ivanhoe"), an affiliate of Caisse de dépôt et placement du Québec, effectively
acquired our former partner's 39.5% ownership interest in ERE. On February 13, 2006, pursuant to the terms of our October 20, 2005 transaction with Ivanhoe, we sold a 10.5% interest in
ERE to Ivanhoe for €45.2 million, or $53.9 million. We then settled all remaining share purchase commitments from the founders of ERE, including the early settlement of
some commitments by purchasing an additional 25.8% interest for €55.1 million, or $65.5 million. The result of these transactions equalized our and Ivanhoe's ownership in
ERE to 50% each. We expect to record a gain on this transaction in the first quarter of 2006.

As
of December 31, 2005, the net carrying amount of our 40% investment in the five Japanese Premium Outlet joint ventures net of the related cumulative translation adjustment was
$287.7 million.

8.    Indebtedness and Derivative Financial Instruments

Our mortgages and other indebtedness consist of the following as of December 31:

|                                                                                                                                                    |  | 2005 |            | 2004 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | -
|Fixed-Rate Debt:                                                                                                                                    |  |      |            |      |  
|Mortgages and other notes, including $53,669 and $68,746 net premiums, respectively. Weighted average interest and maturity of 6.42% and 5.1 years. |  | $    | 4,145,689  |      | $
|Unsecured notes, including $38,523 and $61,034 net premiums, respectively. Weighted average interest and maturity of 5.97% and 5.6 years.           |  |      | 7,868,523  |      |  
|7% Mandatory Par Put Remarketed Securities, including $4,761 and $4,851 premiums, respectively, due June 2028 and subject to redemption June 2008.  |  |      | 204,763    |      |  
|                                                                                                                                                    |  |      |            |      |  
|Total Fixed-Rate Debt                                                                                                                               |  |      | 12,218,975 |      |  
|Variable-Rate Debt:                                                                                                                                 |  |      |            |      |  
|Mortgages and other notes, at face value, respectively. Weighted average interest and maturity of 5.48% and 2.0 years.                              |  |      | 430,612    |      |  
|Credit Facility (see below)                                                                                                                         |  |      | 809,264    |      |  
|Acquisition Facility (see below)                                                                                                                    |  |      | 600,000    |      |  
|Alternative Currency Facilities                                                                                                                     |  |      |           |      |  
|Unsecured term loans. Weighted average rates and maturities of 7.26% and 4.3 years.                                                                 |  |      | 59,075     |      |  
|                                                                                                                                                    |  |      |            |      |  
|Total Variable-Rate Debt                                                                                                                            |  |      | 1,898,951  |      |  
|Fair value interest rate swaps                                                                                                                      |  |      | (11,809    | )    |  
|                                                                                                                                                    |  |      |            |      |  
|Total Mortgages and Other Indebtedness, Net                                                                                                         |  | $    | 14,106,117 |      | $
|                                                                                                                                                    |  |      |            |      |  

General.At December 31, 2005, we have pledged 84 Properties as collateral to
secure related mortgage notes including 8 pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 42 Properties. Under these cross-default provisions, a default under any
mortgage included in the cross-defaulted package may constitute a default under all such mortgages and may lead to acceleration of the indebtedness due on each Property within the collateral package.
Of our 84 encumbered Properties, indebtedness of 22 of these encumbered Properties and our unsecured notes are subject to various financial performance covenants relating to leverage ratios, annual
real property appraisal requirements, debt service coverage ratios, minimum net worth ratios, debt-to-market

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capitalization,
and/or minimum equity values. Our mortgages and other indebtedness may be prepaid but are generally subject to prepayment of a
yield-maintenance premium or defeasance. As of December 31, 2005, we are in compliance with all our debt covenants.

Mortgages and Other Indebtedness.The balance of fixed and variable rate mortgage notes was
$4.6 billion as of December 31, 2005, including related premiums, and, of this amount $4.3 billion is nonrecourse to us. The fixed-rate mortgages generally require
monthly payments of principal and/or interest. The interest rates of variable-rate mortgages are typically based on LIBOR.

Some
of the limited partner Unitholders guarantee a portion of our consolidated debt through foreclosure guarantees. In total, 48 limited partner Unitholders provide guarantees of
foreclosure of $344.1 million of our consolidated debt at 12 consolidated Properties. In each case, the loans were made by unrelated third party institutional lenders and the guarantees are for
the benefit of each lender. In the event of foreclosure of the mortgaged property, the proceeds from the sale of the property are first applied against the amount of the guarantee and also reduce the
amount payable under the guarantee. To the extent the sale proceeds from the disposal of the property do not cover the amount of the guarantee, then the unitholder is liable to pay the difference
between the sale proceeds and the amount of the guarantee so that the entire amount guaranteed to the lender is satisfied. The debt is non-recourse to us and our affiliates.

Unsecured Debt

We have $1.0 billion of unsecured notes issued by our subsidiaries that are structurally senior in right of payment to holders of other unsecured notes to
the extent of the assets and related cash flows of certain Properties. These unsecured notes have a weighted average interest rate of 7.02% and weighted average maturities of 6.3 years.

During
2005, we refinanced our unsecured revolving credit facility (the "Credit Facility") twice. On January 11, 2005, we increased the facility from $1.25 billion to
$2.0 billion. On December 15, 2005, we refinanced the Credit Facility increasing it to $3.0 billion. The Credit Facility now has a maturity date of January 11, 2010, and
can be extended one year at our option. The Credit Facility can also be increased to $3.5 billion within the first two years at our option. The Credit Facility bears interest at LIBOR plus 42.5
basis points with an additional 15 basis point
facility fee on the entire facility and provides for variable grid pricing based upon our corporate credit rating. Prior to December 15, 2005, the rate on the Credit Facility was LIBOR plus 55
basis points. In addition, the Credit Facility has a $750 million U.S. dollar equivalent multi-currency tranche for Euro, Yen or Sterling borrowings. The Credit Facility contains financial
covenants relating to capitalization value and leverage criteria, minimum EBITDA and unencumbered EBITDA coverage ratio requirements and a minimum equity value.

On
June 7, 2005, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $1.0 billion at a weighted average fixed
interest rate of 4.90%. The first tranche is $400.0 million at a fixed interest rate of 4.60% due June 15, 2010, and the second tranche is $600.0 million at a fixed interest rate
of 5.10% due June 15, 2015. We received net proceeds of $993.0 million. We used $358.0 million of the net proceeds to reduce borrowings on our Credit Facility,
$600.0 million to reduce a $1.8 billion term loan we used to finance part of our acquisition of Chelsea (the "Acquisition Facility"), and the remaining portion was used for general
working capital purposes. All of the Rule 144A notes were exchanged in July of 2005 in a transaction registered under the Securities Act of 1933 for notes having the same economic terms and
conditions.

On
November 8, 2005, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $1.1 billion at a weighted average
fixed interest rate of 5.58%. The first tranche is $500.0 million at a fixed interest rate of 5.375% due June 1, 2011, and the second tranche is $600.0 million at a fixed interest
rate of 5.75% due December 1, 2015. We received net proceeds of $1.09 billion. We used $475.0 million of the net proceeds to reduce borrowings on our Credit Facility,
$600.0 million to reduce the Acquisition Facility and the remaining portion was used for general working capital purposes. All of the Rule 144A notes are expected to be exchanged in a

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transaction
registered under the Securities Act of 1933 for notes having the same economic terms and conditions in 2006.

Credit Facility.Significant activity on the Credit Facility during the twelve-month period ended
December 31, 2005 was as follows:

|Draw Date         |  | Draw Amount |         | Use of Credit Facility Proceeds
|----------------- |  | ----------- | ------- | -------------------------------
|January 20, 2005  |  | $           | 200,000 |                                
|March 31, 2005    |  |             | 17,268  |                                
|May 16, 2005      |  |             | 110,000 |                                
|June 15, 2005     |  |             | 300,000 |                                
|June 24, 2005     |  |             | 100,000 |                                
|Various dates     |  |             | 155,000 |                                
|August 30, 2005   |  |             | 63,000  |                                
|December 15, 2005 |  |             | 242,475 |                                

Other
amounts drawn on the Credit Facility were primarily for general working capital purposes. The total aggregate amount of our repayments on the Credit Facility
during the twelve month period ended December 31, 2005 was $1.5 billion. During 2005, the maximum amount outstanding under the Credit Facility was $1.2 billion and the weighted
average amount outstanding was $813.5 million. The Credit Facility's weighted average interest for the year ended December 31, 2005 was 3.75%.

Acquisition Facility.We borrowed the $1.8 billion Acquisition Facility in 2004 to finance the
cash portion of our acquisition of Chelsea. Acquisition Facility matures on October 12, 2006 and has one remaining principal payment, due at maturity. The Acquisition Facility bears interest at
LIBOR plus 55 basis points with an additional 15 basis point facility fee on all loans outstanding and provides for variable grid pricing based upon our credit rating. There is also a 7.5 basis point
lenders' fee from the 13th to the 18th month, increasing to 10 basis points from the 18th month to maturity.

Secured Debt

Total secured indebtedness was $4.6 billion and $5.1 billion at December 31, 2005 and December 31, 2004, respectively. During the
twelve-month period ended December 31, 2005, we repaid $116.7 million in mortgage loans, unencumbering five separate Properties. In addition on June 1, 2005, we repaid a
$110 million mortgage related to our disposition of Riverway, which bore interest at LIBOR plus 115 basis points, and had a maturity date of October 1, 2006. On November 17, 2005,
we sold Cheltenham Square, which held a $54.9 million mortgage, which bore interest at a fixed rate of 5.89%, and had a maturity date of July 1, 2014. Finally, on December 28,
2005, the deed for Biltmore Square was transferred to the lender in settlement of a $26 million non-recourse mortgage on the property. The mortgage bore interest at a fixed rate of
7.95%, and had a maturity date of December 11, 2010.

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Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2005 are as follows:

2006

$
1,414,0422007


1,657,4092008


944,6812009


1,653,3072010


1,883,252Thereafter


6,468,280Total principal maturities


14,020,971Net unamortized debt premium and other


85,146Total mortgages and other indebtedness

$
14,106,117


Our
cash paid for interest in each period, net of any amounts capitalized, was as follows:

For the year ended December 31,2005

2004

2003Cash paid for interest

$
822,906

$
648,984

$
596,274


Derivative Financial Instruments

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate
market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt, or in the case of a fair value
hedge, effectively convert fixed rate debt to variable rate debt. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses
that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate
protection agreements for speculative purposes.

We
may enter into treasury lock agreements as part of an anticipated debt issuance. If the anticipated transaction does not occur, the cost is charged to net income. Upon completion of
the debt issuance, the cost of these instruments is recorded as part of accumulated other comprehensive income and is amortized to interest expense over the life of the debt agreement.

As
of December 31, 2005, we have reflected the fair value of outstanding consolidated derivatives in other liabilities for $11.8 million. In addition, we recorded the
benefits from our treasury lock and interest rate hedge agreements in accumulated comprehensive income and the unamortized balance of these agreements is $7.0 million as of December 31,
2005. The net benefits from terminated swap agreements are also recorded in accumulated comprehensive income and the unamortized balance is $5.7 million as of December 31, 2005. As of
December 31, 2005, our outstanding LIBOR based derivative contracts consist of:

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Within
the next twelve months, we expect to reclassify to earnings approximately $3.3 million of income of the current balance held in accumulated other comprehensive income. The
amount of ineffectiveness relating to fair value and cash flow hedges recognized in income during the periods presented was not material.

Fair Value of Financial Instruments

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimated the fair values of combined
fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. The fair values of financial
instruments and our related discount rate assumptions used in the estimation of fair value for our consolidated fixed-rate mortgages and other indebtedness as of December 31 is
summarized as follows:

As of December 31,2005

2004Fair value of fixed-rate mortgages and other indebtedness

$
12,078,531

$
11,357,011Average discount rates assumed in calculation of fair value


6.11%


5.20%


9.    Rentals under Operating Leases

Future minimum rentals to be received under noncancelable tenant operating leases for each of the next five years and thereafter, excluding tenant reimbursements
of operating expenses and percentage rent based on tenant sales volume as of December 31, 2005 are as follows:

2006

$
1,537,7102007


1,415,1582008


1,253,0672009


1,101,0682010


928,280Thereafter


2,728,947$
8,964,230


Approximately
0.8% of future minimum rents to be received are attributable to leases with an affiliate of a limited partner in the Operating Partnership.

10.    Partners' Equity

Mezzanine Equity.Preferred units whose redemption is outside our control have been classified as
temporary equity in the accompanying consolidated balance sheets. Such units are described in the following paragraph.

7.75%/8.00% Cumulative Redeemable Preferred Units.During 2003, in connection with the purchase of
additional interest in Kravco, we issued 7.75%/8.00% Cumulative Redeemable Preferred Units (the "7.75% Preferred Units") that accrue cumulative distributions at a rate of 7.75% of the liquidation
value of $100 per unit for the period beginning December 5, 2003 and ending December 31, 2004, 8.00% of the liquidation value for the period beginning January 1, 2005 and ending
December 31, 2009, 10.00% of the liquidation value for the period beginning January 1, 2010 and ending December 31, 2010, and 12% of the liquidation value thereafter. These
distributions are payable quarterly in arrears. A holder may require the Operating Partnership to repurchase the 7.75% Preferred Units on or after January 1, 2009 or any time the aggregate
liquidation value of the outstanding units exceeds 10% of the book value of partners' equity of the Operating Partnership. The Operating Partnership may redeem the 7.75% Preferred Units on or after
January 1, 2011 or earlier upon the occurrence of certain tax triggering events. Our intent is to redeem these units after January 1, 2009 after the occurrence of a
tax-triggering event, which we expect to be in 2009. The redemption price is the liquidation value plus accrued and unpaid distributions, payable in cash or interest in one or more
properties mutually agreed upon.

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Unit Issuances and Repurchases

In 2005, sixteen limited partners exchanged 2,205,188 units for a like number of shares of common stock of Simon Property, increasing Simon Property's interest in
us, and two limited partners converted 100,817 preferred units for 76,293 common units.

We
issued 206,464 units to Simon Property related to employee stock options exercised during 2005. We used the net proceeds from the option exercises of approximately
$6.2 million for general working capital purposes.

During
the first quarter of 2005, Simon Property repurchased 2,000,000 shares of common stock in the open market at an average price of $61.88 under a $250 million share
repurchase program approved the Simon Property Board of Directors ("Board"), which expired on May 6, 2005. On May 11, 2005, the Board authorized a new common stock repurchase program
under which Simon Property may purchase up to 6,000,000 shares of its common stock subject to a maximum aggregate purchase price of $250 million over the next twelve months as market conditions
warrant. Simon Property may repurchase the shares in the open market or in privately negotiated transactions. During the third quarter of 2005, Simon Property repurchased 815,400 shares at an average
price of $71.93 as part of this program. The program has 5,184,600 shares, limited to $191.4 million, remaining for Simon Property's potential repurchase. As a result of these share
repurchases, we have repurchased a like number of our units from Simon Property.

Preferred Units

The following table summarizes each of the authorized series of preferred units of the Operating Partnership as of December 31:

|                                                                                                                                                                 |  | 2005 |           | 2004
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|Series B 6.5% convertible preferred units, 5,000,000 units authorized, none issued and outstanding to the general partner                                        |  | $    |          |     
|Series C 7.00% cumulative convertible preferred units, 2,700,000 units authorized, 1,410,760 and 1,529,439 issued and outstanding                                |  |      | 39,502    |     
|Series D 8.00% cumulative redeemable preferred units, 2,700,000 units authorized, 1,425,573 and 1,444,856 issued and outstanding                                 |  |      | 42,767    |     
|Series E 8.00% cumulative redeemable preferred units, 1,000,000 units authorized, none issued and outstanding                                                    |  |      |          |     
|Series F 8.75% cumulative redeemable preferred units, 8,000,000 units authorized, issued and outstanding to the general partner                                  |  |      | 192,989   |     
|Series G 7.89% cumulative step-up premium rate convertible preferred units, 3,000,000 units authorized, issued and outstanding to the general partner            |  |      | 148,256   |     
|Series H Variable Rate Preferred Units, 3,328,540 units authorized, none issued and outstanding                                                                  |  |      |          |     
|Series I 6% Convertible Perpetual Preferred Units, 19,000,000 units authorized, 18,012,202 and 18,015,506 issued and outstanding                                 |  |      | 900,610   |     
|Series J 83/8% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 796,948 issued and outstanding, including unamortized premium of 7,170 in 2005 |  |      | 47,018    |     
|7.5% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding                                                             |  |      | 25,537    |     
|                                                                                                                                                                 |  |      |           |     
|                                                                                                                                                                 |  | $    | 1,396,679 |     
|                                                                                                                                                                 |  |      |           |     

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Series B Convertible Preferred Units.During 2003, all of the outstanding units of our 6.5%
Series B Convertible Preferred Units were either converted into common units or were redeemed at a redemption price of $106.34 per unit. We issued an aggregate of 1,628,400 common units to the
holders who exercised their conversion rights. The remaining 18,340 Series B preferred units were redeemed for cash.

Series C 7.00% Cumulative Convertible Preferred Units.Each Series C 7.00% cumulative
convertible preferred unit has a liquidation value of $28.00 and accrues cumulative distributions at a rate of $1.96 annually, which is payable
quarterly in arrears. The Series C preferred units are convertible at the holders' option on or after August 27, 2004, into either a like number of shares of 7.00% Cumulative Convertible
Preferred Stock of Simon Property with terms substantially identical to the Series C preferred units or into units at a ratio of 0.75676 to one provided that the closing stock price of Simon
Property common stock exceeds $37.00 for any three consecutive trading days prior to the conversion date. The Operating Partnership may redeem the Series C preferred units at their liquidation
value plus accrued and unpaid distributions on or after August 27, 2009, payable in units. In the event of the death of a holder of Series C preferred units, or the occurrence of certain
tax triggering events, the Operating Partnership may be required to redeem the Series C preferred units at their liquidation value payable at the option of the Operating Partnership in either
cash (the payment of which may be made in four equal annual installments) or units.

Series D 8.00% Cumulative Redeemable Preferred Units.Each Series D 8.00% cumulative
redeemable preferred unit has a liquidation value of $30.00 and accrues cumulative distributions at a rate of $2.40 annually, which is payable quarterly in arrears. The Series D preferred units
are each paired with one Series C preferred unit or the units into which the Series C preferred units may be converted. The Operating Partnership may redeem the Series D preferred
units at their liquidation value plus accrued and unpaid distributions on or after August 27, 2009, payable in either new preferred units of the Operating Partnership having the same terms as
the Series D preferred units, except that the distribution coupon rate would be reset to a market rate, or in units. The Series D preferred units are convertible at the holder's option
on or after August 27, 2004, into 8.00% Cumulative Redeemable Preferred Stock of Simon Property with terms substantially identical to the Series D preferred units. In the event of the
death of a holder or the occurrence of certain tax triggering events, the Operating Partnership may be required to redeem the Series D preferred units owned by such holder at their liquidation
value payable at the option of the Operating Partnership in either cash (the payment of which may be made in four equal annual installments) or units.

Series E 8.00% Cumulative Redeemable Preferred Units.Each Series E 8.00% cumulative
redeemable preferred unit has a liquidation value of $25.00 per unit and accrues cumulative distributions at the rate of $2.00 annually. The corresponding series of Simon Property preferred stock was
redeemable beginning August 27, 2004 at $25.00 per share plus accrued dividends. The carrying value was being accreted to the liquidation value over the non-redeemable period. If
the corresponding series of preferred stock is redeemed, the Series E preferred units would also be redeemed. The Series E Cumulative Redeemable Preferred Units were redeemed on
November 10, 2004 at the liquidation value of $25 per unit.

Series F 8.75% Cumulative Redeemable Preferred Units.Each Series F 8.75% cumulative
redeemable preferred unit has a liquidation value of $25.00 and accrues distributions at the rate of $2.1875 annually. The corresponding series of Simon Property preferred stock may be redeemed any
time on or after September 29, 2006, at $25.00 per share, plus accrued dividends. The liquidation value (other than the portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other capital shares of Simon Property, which may include other series of preferred shares. If the corresponding series of preferred stock is redeemed, the
Series F preferred units would also be redeemed.

Series G 7.89% Cumulative Step-Up Premium Rate Preferred Units.Each Series G
7.89% cumulative step-up premium rate preferred unit has a liquidation value of $50.00 and currently accrues distributions at the rate of $3.945 annually. Beginning October 1, 2012,
the annual distribution rate increases to $4.945. Management intends to redeem the corresponding series of Simon Property preferred stock prior to October 1, 2012. Beginning
September 30, 2007,

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Simon
Property may redeem the corresponding preferred stock in whole or in part, using the proceeds of other capital stock of Simon Property, at the liquidation value of $50.00 per share, plus accrued
dividends. If the corresponding series of preferred stock is redeemed, the Series G preferred units would also be redeemed.

Series H Variable Rate Preferred Units.To fund the redemption of the Series B Preferred
Units, we issued 3,328,540 units of Series H Variable Rate Preferred Units to Simon Property for $83.2 million. The Series H preferred units were redeemable at any time prior to
March 15, 2004 or after March 15, 2009 at specified prices. We repurchased 3,250,528 units of the Series H preferred units for $81.3 million on December 17, 2003. On
January 7, 2004 we repurchased the remaining 78,012 units for $1.9 million.

Series I 6% Convertible Perpetual Preferred Units.On October 14, 2004, the Operating
Partnership issued 18,015,506 6% Convertible Perpetual Preferred Units in the Chelsea Acquisition. Distributions are to be made quarterly beginning November 30, 2004 at an annual rate of 6% per
unit. On or after October 14, 2009, the Operating Partnership shall have the option to redeem the 6% Convertible Perpetual Preferred Units, in whole or in part, for cash only at a liquidation
preference of $50.00 per unit plus accumulated and unpaid distributions. However, if the redemption date falls between the record date and distribution payment date the redemption price will be equal
to only the liquidation preference per unit, and will not include any amount of distributions declared and payable on the corresponding distribution payment date. The redemption may occur only if, for
20 trading days within a period of 30 consecutive trading days ending on the trading day before notice of redemption is issued, the closing price per share of common stock exceeds 130% of the
applicable conversion price. The 6% Convertible Perpetual Preferred Units are convertible into a number of fully paid and non-assessable Common Units upon the occurrence of a conversion
triggering event at a conversion rate of 0.7853 of a common unit, as of December 31, 2005 (or a conversion triggering price of $79.59 per share of Simon Property's common stock at
December 31, 2005). A conversion triggering event includes the following: (a) if the 6% Convertible Perpetual Preferred Unit is called for redemption by the Operating Partnership; or,
(b) if Simon Property is a party to a consolidation, merger, binding share exchange, or sale of all or substantially all of its assets; or, (c) if during any fiscal quarter after the
fiscal quarter ending December 31, 2004, the closing sale price of Simon Property's common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last
trading day of the preceding fiscal quarter exceeds 125% of the applicable conversion price. If the closing price condition is not met at the end of any fiscal quarter, then conversions will not be
permitted in the following fiscal quarter. The holder has the option to exchange Series I Preferred Units for an equal number of shares of Series I Preferred Stock of Simon Property;
however, the Operating Partnership may elect to pay cash in lieu of the shares of stock.

Series J 83/8% Cumulative Redeemable Preferred Units.On October 14,
2004,
we issued 796,948 units of Series J 83/8% Cumulative Redeemable Preferred Units in replacement of an existing series of Chelsea preferred units in the Chelsea Acquisition. On or
after October 15, 2027, the Series J Preferred Units, in whole or in part, may be redeemed at our option at a price, payable in cash, of $50.00 per unit plus accumulated and unpaid
distributions. The Series J Preferred Units are not convertible or exchangeable for any other property or securities of the Operating Partnership. The Series J Preferred Stock was issued
at a premium of $7,553 as of the date of the acquisition of Chelsea. For our preliminary purchase price allocation, premium related to this financing component as of December 31, 2004 was
included with the other financing related premiums attributable to this business combination.

7.5% Cumulative Redeemable Preferred Units.The Operating Partnership issued 7.5% Cumulative Redeemable
Preferred Units (the "7.5% Preferred Units") in connection with the purchase of additional interest in Kravco. The 7.5% Preferred Units accrue cumulative dividends at a rate of $7.50 annually, which
is payable quarterly in arrears. The Operating Partnership may redeem the 7.5% Preferred Units on or after November 10, 2013 unless there is the occurrence of certain tax triggering events such
as death of the initial unitholder, or the transfer of any units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The redemption price is the
liquidation value of $100 per unit plus accrued and unpaid distributions, payable either in cash or shares of

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Simon
Property common stock. In the event of the death of a holder of the 7.5% Preferred Units, the occurrence of certain tax triggering events applicable to the holder, or on or after
November 10, 2006, the Preferred unitholder may require the Operating Partnership to redeem the 7.5% Preferred Units payable at the option of the Operating Partnership in either cash or shares
of Simon Property common stock.

Notes Receivable from Former CPI Stockholders

Notes receivable of $17,787 from former Corporate Property Investors, Inc. ("CPI") stockholders, which result from securities issued under CPI's executive
compensation program and were assumed in our merger with CPI, are reflected as a deduction from capital in excess of par value in the consolidated statements of partners' equity in the accompanying
financial statements. A total of $138 of these notes bear interest at rates ranging from 6.00% to 7.50%. The remainder of the notes do not bear interest and become due at the time the underlying
shares are sold.

Note Receivable from Simon Property

In 1999, Simon Property borrowed $92.8 million from us at 7.8% interest with a maturity of December 2009. Simon Property used the proceeds to
purchase a non-controlling 88% interest in Northshore Mall. Simon Property contributed its interest in the Property to us in exchange for 3,617,070 units. The note receivable from Simon
Property was recorded as a reduction of partners' equity. The amount of interest earned during 2004 and 2003 was $7,046 and $7,173, respectively.

On
January 1, 2005, Simon Property assigned the economic rights of Ocean County Mall, the only Property held directly by Simon Property, to the Operating Partnership in exchange
for 1,602,821 units and the settlement of the note receivable. The Property is now consolidated with the Operating Partnership. The assignment was a final step to align the ownership interests in the
properties acquired as a result of the merger with Corporate Properties Inc. in 1998 and the acquisition of the Northshore Mall in 1999.

The Simon Property Group 1998 Stock Incentive Plan

We, along with Simon Property, have a stock incentive plan (the "1998 Plan"), which provides for the grant of awards with respect to the equity of Simon Property
during a ten-year period, in the form of options to purchase shares of Simon Property common stock ("Options"), stock appreciation rights ("SARs"), restricted stock grants and performance
unit awards (collectively, "Awards"). Options may be granted which are qualified as "incentive stock options" within the meaning of Section 422 of the Code and Options which are not so
qualified. As of December 31, 2005, Simon Property had reserved 11,300,000 shares for issuance under the 1998 Plan. Additionally, the partnership agreement requires Simon Property to sell
shares to us, at fair value, sufficient to satisfy the exercising of stock options, and for Simon Property to purchase Units for cash in an amount equal to the fair market value of such shares.

Administration.The 1998 Plan is administered by Simon Property's Compensation Committee (the
"Committee"). The Committee, at its sole discretion, determines which eligible individuals may participate and the type, extent and terms of the Awards to be granted to them. In addition, the
Committee interprets the 1998 Plan and makes all other determinations deemed advisable for the administration of the 1998 Plan. Options granted to employees ("Employee Options") become exercisable
over the period determined by the Committee. The exercise price of an Employee Option may not be less than the fair market value of the shares on the date of grant. Employee Options generally vest
over a three-year period and expire ten years from the date of grant.

Automatic Awards For Eligible Directors.Prior to May 7, 2003, the 1998 Plan provided for
automatic grants of Options to directors ("Director Options") of Simon Property who are not also our employees or employees of our affiliates ("Eligible Directors"). Each Eligible Director was
automatically granted Director Options to purchase 5,000 shares upon the director's initial election to the Board, and upon each re-election, an additional 3,000 Director

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Options
multiplied by the number of calendar years that had elapsed since such person's last election to the Board. The exercise price of Director Options is equal to the fair market value of the
shares on the date of grant. Director Options vest and become exercisable on the first anniversary of the date of grant or in the event of a "Change in Control" as defined in the 1998 Plan. The last
year during which Eligible Directors received awards of Director Options was 2002.

Pursuant
to an amendment to the 1998 Plan approved by the Simon Property stockholders effective May 7, 2003, Eligible Directors now receive annual grants of restricted stock in
lieu of Director Options. Each Eligible Director receives on the first day of the first calendar month following his or her initial election as a director, a grant of 1,000 shares of restricted stock
annually. Thereafter, as of the date of each annual meeting of Simon Property's stockholders, Eligible Directors who are re-elected as directors receive a grant of 1,000 shares of
restricted stock. In addition, Eligible Directors who serve as chairpersons of the standing committees of the Board receive an additional annual grant in the amount of 500 shares of restricted stock
(in the case of the Audit Committee) or 300 shares of restricted stock (in the case of all other standing committees).

Each
award of restricted stock vests in four equal annual installments on January 1 of each year, beginning in the year following the year in which the award occurred. If a
director otherwise ceases to serve as a director before
vesting, the unvested portion of the award terminates. Any unvested portion of a restricted stock award vests if the director dies or becomes disabled while in office or has served a minimum of five
annual terms as a director, but only if the Compensation Committee or full Board determines that such vesting is appropriate. The restricted stock also vests in the event of a "Change in Control".

Once
vested, the delivery of any shares with respect to a restricted stock award (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the
director retires, dies or becomes disabled or otherwise no longer serves as a director. The Eligible Directors may vote and are entitled to receive dividends on the shares underlying the restricted
stock awards; however, any dividends on the shares underlying restricted stock awards must be reinvested in shares and held in the Director Deferred Compensation Plan until the shares underlying a
restricted stock award are delivered to the former director.

In
addition to automatic awards, Eligible Directors may be granted discretionary awards under the 1998 Plan.

Restricted Stock.The 1998 Plan also provides for shares of restricted common stock of Simon Property
to be granted to certain employees at no cost to those employees, subject to growth targets and other factors established by the Compensation Committee related to the most recent year's performance
(the "Restricted Stock Program"). Restricted Stock Program grants vests annually over a four-year period (25% each year) beginning on January 1 of the year following in which the
restricted stock award is related. The cost of restricted stock grants, which is based upon the stock's fair market value on the grant date, is charged to partners' equity and subsequently amortized
against our earnings over the vesting period. Through December 31, 2005 a total of 3,823,714 shares of restricted stock, net of forfeitures, have been awarded under the plan. As a result, we
have issued a like number of units to Simon Property as called for in our partnership agreement. Information regarding restricted stock awards are summarized in the following table for each of the
years presented:

For the Year Ended December 31,2005

2004

2003Restricted stock shares awarded, net of forfeitures


400,541


365,602


380,835Weighted average grant price of shares granted

$
61.01

$
56.86

$
33.03Amortization expense

$
14,320

$
11,935

$
10,355


99

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The
weighted average life of our outstanding options as of December 31, 2005 is 4.3 years. Information relating to Director Options and Employee Options from
December 31, 2002 through December 31, 2005 is as follows:

|                                         |  | Director Options |   | Employee Options
|---------------------------------------- |  | ---------------- | - | ----------------
|
|Shares under option at December 31, 2002 |  | 178,360          |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  |                 |   |                 
|Exercised                                |  | (86,000          | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2003 |  | 92,360           |   | $               
|                                         |  |                  |   |                 
|Granted and other (1)                    |  |                 |   |                 
|Exercised                                |  | (28,070          | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2004 |  | 64,290           |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  |                 |   |                 
|Exercised                                |  | (22,860          | ) |                 
|Forfeited                                |  | (3,930           | ) |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2005 |  | 37,500           |   | $               
|                                         |  |                  |   |                 

---

|                |       | Outstanding |        | Exercisable
|--------------- | ----- | ----------- | ------ | -----------
|
|$0.00 - $22.25  |       |            |        | N/A        
|$22.26 - $33.68 |       | 37,500      |        | 3.90       
|                |       |             |        |            
|                | Total |             | 37,500 |            
|                |       |             |        |            

|                |       | Outstanding |           | Exercisable
|--------------- | ----- | ----------- | --------- | -----------
|
|$0.00 - $22.35  |       |            |           | N/A        
|$22.36 - $30.38 |       | 1,288,673   |           | 4.07       
|$30.39 - $46.97 |       | 59,749      |           | 8.10       
|$46.98 - $63.51 |       | 179,500     |           | 4.79       
|                |       |             |           |            
|                | Total |             | 1,527,922 |            
|                |       |             |           |            

100

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We also maintain a tax-qualified retirement 401(k) savings plan and offer no other postretirement or post employment benefits to our employees.

Exchange Rights

Limited partners in the Operating Partnership have the right to exchange all or any portion of their Units for shares of common stock on a
one-for-one basis or cash, as selected by the Board. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the
trading price of Simon Property's common stock at that time. At December 31, 2005, we had reserved 80,001,088 shares of common stock for possible issuance upon the exchange of Units, options,
Class B and C common stock and certain convertible preferred stock.

11.    Commitments and Contingencies

Litigation

On November 15, 2004, the Attorneys General of Massachusetts, New Hampshire and Connecticut filed complaints in their respective state Superior Courts
against us and our affiliate, SPGGC, Inc., alleging that the sale of
co-branded, bank-issued gift cards sold in certain Properties violated gift certificate statutes and consumer protection laws in those states. Each of these suits seeks
injunctive relief, unspecified civil penalties and disgorgement of any fees determined to be improperly charged to consumers.

In
addition, we are a defendant in three other proceedings relating to the gift card program. Each of the three proceedings has been brought by a private plaintiff as a purported class
action and alleges violation of state consumer protection laws, state abandoned property and contract laws or state statutes regarding gift certificates or gift cards and seeks a variety of remedies
including unspecified damages and injunctive relief.

We
believe that we have viable defenses under both state and federal laws to the above gift card actions. Although it is not possible to provide any assurance of the ultimate outcome of
any of these pending actions, management does not believe that an adverse outcome would have a material adverse effect on our financial position, results of operations or cash flow.

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. On September 10, 2003, the court issued its decision in a Memorandum and Order (the
"September Order"). In the September Order, the court found that certain entities and individuals breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but
instead awarded Triple Five equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically, as it relates to us, the court ordered that
Triple Five was entitled to purchase from us the one-half partnership interest that we purchased in October 1999, provided Triple Five remits the sum of $81.38 million within
nine months of the September Order. On August 6, 2004, Triple Five closed on its purchase of our one-half partnership interest and 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 that date.

As
a result of the September Order, we initially recorded a $6.0 million charge for our share of the estimated loss in 2003. In the first quarter of 2004, as a result of a
May 3, 2004 memorandum issued by the court appointed mediator, which has now been affirmed by the court, we recorded an additional $13.5 million charge for our share of the loss that is
included in "(Loss) gain on sales of interests in unconsolidated entities and other assets, net" in the accompanying consolidated statements of operations and comprehensive income. We ceased recording
any contribution to net income from the results of operations of Mall of America as of September 1, 2003.

101

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We
appealed the September Order to the United States Court of Appeals for the Eighth Circuit. On April 21, 2005, the Court of Appeals issued its opinion, affirming in part and
reversing in part the Order of the trial court. The Appellate Court opinion changes the equitable remedy contained in the September Order and requires that the one-half partnership
interest Triple Five acquired from us pursuant to the September Order must instead be offered, for the same price, to Mall of America Associates, a general partnership in which Triple Five and an
entity affiliated with the Simon family are 50/50 partners ("MOAA"). If MOAA refuses to purchase the interest, then Triple Five must transfer back to us one-half of the
interest it acquired from us in August, 2004. Triple Five, as managing partner of MOAA, has elected to cause MOAA to acquire the
one-half partnership interest. In addition, Triple Five asked the Trial Court to grant it additional relief, namely to cause the Simon family partner in MOAA to be disassociated from that
partnership and to terminate the existing management contract for the Mall with our subsidiary. The trial court issued an order on December 23, 2005 ("December Order"), denying Triple Five's
request for dissociation of the Simon family partner in MOAA, but granting Triple Five's request that they be permitted to terminate the existing management contract for the Mall with our subsidiary.
We have appealed that portion of the December Order granting Triple Five the right to terminate the management contract. On January 18, 2006, Triple Five transferred to MOAA the partnership
interest it acquired from us in August, 2004, for a purchase price of approximately $23.1 million. The purchase price was financed with a new credit facility secured by distributions payable to
MOAA's partner. In connection with the resolution of this matter, the Simon family transferred, under certain circumstances, the right to receive cash flow distributions and capital transaction
proceeds attributable to one-half of the interest that MOAA acquired from Triple Five (or 25%), subject to the new credit facility, to the Operating Partnership. The Simon family did not
transfer its partnership interest in MOAA to us, and the Simon family retains the right to make all decisions regarding that partnership interest. As a result of the transfer to us of the right to
receive cash flow distributions and capital transaction proceeds, we will recognize a gain in the first quarter of 2006 to recognize this beneficial interest, including prior earnings of the
partnership since August, 2004. We will also begin to record contributions to net income and FFO representing 25% of the results of operations at Mall of America as a result of this arrangement.

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

Lease Commitments

As of December 31, 2005, a total of 34 of the consolidated Properties are subject to ground leases. The termination dates of these ground leases range from
2006 to 2090. These ground leases generally require us to make payments of a fixed annual rent, or a fixed annual rent plus a participating percentage over a base rate based upon the revenues or total
sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense included in other expense and discontinued operations as follows:

For the year ended December 31,2005

2004

2003Ground lease expense

$
25,584

$
20,689

$
17,028


102

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Future
minimum lease payments due under such ground leases for each of the next five years ending December 31 and thereafter are as follows:

2006

$
16,6122007


16,7492008


16,9952009


16,9092010


16,694Thereafter


722,662$
806,621


Insurance

We maintain commercial general liability, fire, flood, extended coverage and rental loss insurance on our Properties. Rosewood Indemnity, Ltd, a
wholly-owned subsidiary of our management company, has agreed to indemnify our general liability carrier for a specific layer of losses. The carrier has, in turn, agreed to provide evidence of
coverage for this layer of losses under the terms and conditions of the carrier's policy. A similar policy written through Rosewood Indemnity, Ltd. also provides initial coverage for property
insurance and certain windstorm risks at the Properties located in Florida.

The
events of September 11, 2001 affected our insurance programs. Although insurance rates remain high, since the President signed into law the Terrorism Risk Insurance Act
(TRIA) in November of 2002, the price of terrorism
insurance has steadily decreased, while the available capacity has been substantially increased. We have purchased terrorism insurance covering all Properties. The program provides limits up to
$1 billion per occurrence for Certified (Foreign) acts of terrorism and $500 million per occurrence for Non-Certified (Domestic) acts of terrorism. The coverage is written on
an "all risk" policy form that eliminates the policy aggregates associated with our previous terrorism policies. In December of 2005, the President signed into law the Terrorism Risk Insurance
Extension Act (TRIEA) of 2005, thereby extending the federal terrorism insurance backstop through 2007. TRIEA narrows terms and conditions afforded by TRIA for 2006 and 2007 by: 1) excluding
lines of coverage for commercial automobile, surety, burglary and theft, farm owners' multi-peril and professional liability; 2) raising the certifiable event trigger mechanism from
$5 million to $50 million in 2006 and $100 million in 2007; and, 3) increasing the deductibles and co-pays assigned to insurance companies.

Guarantees of Indebtedness

Joint venture debt is the liability of the joint venture and is typically secured by the joint venture Property, which is non-recourse to us. As of
December 31, 2005, we have guaranteed or provided letters of credit and have other guarantee obligations of $12.8 million and $28.7 million, respectively, to support our total
$3.2 billion share of joint venture mortgage and other indebtedness in the event the joint venture partnership defaults under the terms of the underlying arrangement. Mortgages which are
guaranteed by us are secured by the property of the joint venture partnership and could be sold in order to satisfy the outstanding obligation.

Concentration of Credit Risk

We are subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the risks normally associated with
changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rate and foreign currency
levels, the availability of financing, and potential liability under environmental and other laws. Our regional malls, Premium Outlet centers and community/lifestyle centers rely heavily upon anchor
tenants like most retail

103

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properties.
Four retailers occupied 408 of the approximately 992 anchor stores in the Properties as of December 31, 2005. An affiliate of one of these retailers is a limited partner in the
Operating Partnership.

Limited Life Partnerships

FASB Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 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. The effective date of a portion of the Statement has been indefinitely postponed by the FASB. We have certain transactions, arrangements, or
financial instruments that have been identified that
appear to meet the criteria for liability recognition in accordance with paragraphs 9 and 10 under SFAS 150 due to the indefinite life of certain joint venture arrangements. However,
SFAS 150 requires disclosure of the estimated settlement value of these non-controlling interests. As of December 31, 2005 and 2004, the estimated settlement value of these
non-controlling interests was approximately $145 million and $100 million, respectively.

12.    Related Party Transactions

Our management company provides management, insurance, and other services to Melvin Simon & Associates, Inc. ("MSA"), a related party, and other
non-owned properties. Amounts for services provided by our management company and its affiliates to our unconsolidated joint ventures and other related parties were as follows:

For the year ended December 31,2005

2004

2003Amounts charged to unconsolidated joint ventures

$
58,450

$
59,500

$
59,631Amounts charged to properties owned by related parties


9,465


9,694


4,850


13.    Recently Issued Accounting Pronouncements

During 2005, the FASB issued Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations-an interpretation of FASB
Statement No. 143, Asset Retirement Obligations" ("FIN 47"). FIN 47 provides clarification of the term "conditional asset retirement obligation" as used in SFAS 143, defined as a legal
obligation to perform an asset retirement activity in which the timing or method of settlement are conditional on a future event that may or may not be within the control of the Operating Partnership.
Under this standard, a company must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. FIN 47 became effective for
our year ended December 31, 2005. The adoption of FIN 47 did not have a material adverse effect on our consolidated financial statements. Certain of our real estate assets contain asbestos. The
asbestos is appropriately contained, in accordance with current environmental regulations, and the Operating Partnership has no current plans to remove the asbestos. If these properties were
demolished, certain environmental regulations are in place which specify the manner in which the asbestos must be handled and disposed. Because the obligation to remove the asbestos has an
indeterminable settlement date, we are not able to reasonably estimate the fair value of this asset retirement obligation.

In
December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets  an amendment of APB Opinion No. 29." This Statement requires
exchanges of productive assets to be accounted for at fair value, rather than at carryover basis, unless (a) neither the asset received nor the asset surrendered has a fair value that is
determinable within reasonable limits, or (b) the transactions lack commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. The adoption of this Statement is not anticipated to have a material impact on our financial position or results of operations.

104

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In
May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." SFAS No. 154 is a replacement of APB Opinion No. 20, "Accounting
Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements." This Statement requires voluntary changes in accounting to be accounted for retrospectively and all
prior periods to be restated as if the newly adopted policy had always been used, unless it is impracticable. APB Opinion No. 20 previously required most voluntary changes in accounting to be
recognized by including the cumulative effect of the change in accounting in net income in the period of change. This Statement also requires a change in method of depreciation, amortization or
depletion for a long-lived asset be accounted for as a change in estimate that is affected by a change in accounting principle. SFAS No. 154 is effective for fiscal years beginning
after December 15, 2005. The provisions of this Statement could have an impact on prior year consolidated financial statements if we have a change in accounting.

In
June 2005, the FASB ratified its consensus in EITF Issue 04-05, "Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited
Partnership or Similar Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The effective date for Issue 04-05 is June 29, 2005 for all new or modified
partnerships and January 1, 2006 for all other partnerships for the applicable provisions. The adoption of the provisions of EITF 04-05 did not have a material impact on our
financial position or results of operations for new partnerships after June 29, 2005 and is not expected to have a material impact on adoption for our remaining partnerships.

14.    Quarterly Financial Data (Unaudited)

Quarterly 2005 and 2004 data is summarized in the table below and the amounts have been reclassified from previously disclosed amounts due to the sale of
properties in 2005 and 2004. The results of operations of these sold properties were reclassified to discontinued operations:

|                                                     |  | First
Quarter |             | Second
Quarter |   | Third
Quarter |  | Fourth
Quarter
|---------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | --------------
|2005                                                 |  |               |             |                |   |               |  |               
|Total revenue                                        |  | $             | 741,969     |                | $ | 752,082       |  | $             
|Operating income                                     |  |               | 269,595     |                |   | 288,824       |  |               
|Income from Continuing Operations                    |  |               | 94,797      |                |   | 102,646       |  |               
|Net income available to unitholders                  |  |               | 72,730      |                |   | 196,829       |  |               
|Income from Continuing Operations per unit  Basic   |  | $             | 0.25        |                | $ | 0.27          |  | $             
|Net income per unit  Basic                          |  | $             | 0.26        |                | $ | 0.70          |  | $             
|Income from Continuing Operations per unit  Diluted |  | $             | 0.25        |                | $ | 0.27          |  | $             
|Net income per unit  Diluted                        |  | $             | 0.26        |                | $ | 0.70          |  | $             
|Weighted average units outstanding                   |  |               | 280,808,793 |                |   | 279,762,141   |  |               
|Diluted weighted average units outstanding           |  |               | 281,703,813 |                |   | 280,645,415   |  |               
|2004                                                 |  |               |             |                |   |               |  |               
|Total revenue                                        |  | $             | 564,873     |                | $ | 583,956       |  | $             
|Operating income                                     |  |               | 224,056     |                |   | 236,332       |  |               
|Income from Continuing Operations                    |  |               | 73,211      |                |   | 102,218       |  |               
|Net income available to unitholders                  |  |               | 62,772      |                |   | 90,945        |  |               
|Income from Continuing Operations per unit  Basic   |  | $             | 0.23        |                | $ | 0.34          |  | $             
|Net income per unit  Basic                          |  | $             | 0.24        |                | $ | 0.35          |  | $             
|Income from Continuing Operations per unit  Diluted |  | $             | 0.23        |                | $ | 0.34          |  | $             
|Net income per unit  Diluted                        |  | $             | 0.24        |                | $ | 0.35          |  | $             
|Weighted average units outstanding                   |  |               | 261,165,853 |                |   | 261,486,587   |  |               
|Diluted weighted average units outstanding           |  |               | 262,130,271 |                |   | 262,294,650   |  |               

105

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | SIMON PROPERTY GROUP, L.P.
By: Simon Property Group, Inc.,
General Partner
| | --------------------------------------------------------------------------
| | By                                                                        

March 16,
2006

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the general partner of the registrant and in
the capacities and on the dates indicated.

|Signature                                       |  | Capacity                                                           |  | Date          
|----------------------------------------------- |  | ------------------------------------------------------------------ |  | --------------
|                                                |  |                                                                    |  |               
|/s/DAVID SIMONDavid Simon                       |  | Chief Executive Officer
And Director (Principal Executive Officer) |  | March 16, 2006
|/s/HERBERT SIMONHerbert Simon                   |  | Co-Chairman of the Board of Directors                              |  | March 16, 2006
|/s/MELVIN SIMONMelvin Simon                     |  | Co-Chairman of the Board of Directors                              |  | March 16, 2006
|/s/RICHARD S. SOKOLOVRichard S. Sokolov         |  | President, Chief Operating Officer and Director                    |  | March 16, 2006
|/s/MELVYN E. BERGSTEINMelvyn E. Bergstein       |  | Director                                                           |  | March 16, 2006
|/s/BIRCH BAYHBirch Bayh                         |  | Director                                                           |  | March 16, 2006
|/s/LINDA WALKER BYNOELinda Walker Bynoe         |  | Director                                                           |  | March 16, 2006
|/s/PIETER S. VAN DEN BERGPieter S. van den Berg |  | Director                                                           |  | March 16, 2006
|                                                |  |                                                                    |  |               

106

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|/s/REUBEN S. LEIBOWITZReuben S. Leibowitz           |  | Director                                                                           |  | March 16, 2006
|--------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|/s/FREDRICK W. PETRIFredrick W. Petri               |  | Director                                                                           |  | March 16, 2006
|/s/J. ALBERT SMITHJ. Albert Smith                   |  | Director                                                                           |  | March 16, 2006
|/s/KAREN N. HORNKaren N. Horn                       |  | Director                                                                           |  | March 16, 2006
|/s/M. DENISE DEBARTOLO YORKM. Denise DeBartolo York |  | Director                                                                           |  | March 16, 2006
|/s/STEPHEN E. STERRETTStephen E. Sterrett           |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |  | March 16, 2006
|/s/JOHN DAHLJohn Dahl                               |  | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)  |  | March 16, 2006

107

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2005
(Dollars in thousands)

|                                                    |  |   |         | Initial Cost (Note 3) |   | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |         |  |   |       | 
|--------------------------------------------------- |  | - | ------- | --------------------- | - | --------------------------------------------------- |  | ------------------------------------------------- | ------- |  | - | ----- | 
|
|Regional Malls                                      |  |   |         |                       |   |                                                     |  |                                                   |         |  |   |       | 
|Alton Square, Alton, IL                             |  | $ |        |                       | $ | 154                                                 |  | $                                                 | 7,641   |  | $ |      | 
|Anderson Mall, Anderson, SC                         |  |   | 29,036  |                       |   | 1,712                                               |  |                                                   | 15,227  |  |   | 1,363 | 
|Arsenal Mall, Watertown, MA                         |  |   | 33,481  |                       |   | 15,505                                              |  |                                                   | 47,680  |  |   |      | 
|Bangor Mall, Bangor, ME                             |  |   | 22,757  |                       |   | 5,478                                               |  |                                                   | 59,740  |  |   |      | 
|Barton Creek Square, Austin, TX                     |  |   |        |                       |   | 2,903                                               |  |                                                   | 20,929  |  |   | 7,983 | 
|Battlefield Mall, Springfield, MO                   |  |   | 99,388  |                       |   | 3,919                                               |  |                                                   | 27,231  |  |   | 3,225 | 
|Bay Park Square, Green Bay, WI                      |  |   |        |                       |   | 6,358                                               |  |                                                   | 25,623  |  |   | 4,133 | 
|Bowie Town Center, Bowie, MD                        |  |   |        |                       |   | 2,710                                               |  |                                                   | 65,044  |  |   | 235   | 
|Boynton Beach Mall, Boynton Beach, FL               |  |   |        |                       |   | 22,240                                              |  |                                                   | 78,804  |  |   | 5,556 | 
|Brea Mall, Brea, CA                                 |  |   |        |                       |   | 39,500                                              |  |                                                   | 209,202 |  |   |      | 
|Broadway Square, Tyler, TX                          |  |   |        |                       |   | 11,470                                              |  |                                                   | 32,431  |  |   |      | 
|Brunswick Square, East Brunswick, NJ                |  |   | 86,000  |                       |   | 8,436                                               |  |                                                   | 55,838  |  |   |      | 
|Burlington Mall, Burlington, MA                     |  |   |        |                       |   | 46,600                                              |  |                                                   | 303,618 |  |   |      | 
|Castleton Square, Indianapolis, IN                  |  |   |        |                       |   | 26,250                                              |  |                                                   | 98,287  |  |   | 2,500 | 
|Century III Mall, West Mifflin, PA                  |  |   | 85,712  |                       |   | 17,380                                              |  |                                                   | 102,364 |  |   | 10    | 
|Charlottesville Fashion Square, Charlottesville, VA |  |   |        |                       |   |                                                    |  |                                                   | 54,738  |  |   |      | 
|Chautauqua Mall, Lakewood, NY                       |  |   |        |                       |   | 3,257                                               |  |                                                   | 9,641   |  |   |      | 
|Chesapeake Square, Chesapeake, VA                   |  |   | 73,000  |                       |   | 11,534                                              |  |                                                   | 70,461  |  |   |      | 
|Cielo Vista Mall, El Paso, TX                       |  |   | 84,158  |                       |   | 867                                                 |  |                                                   | 14,447  |  |   | 608   | 
|College Mall, Bloomington, IN                       |  |   | 45,107  |                       |   | 1,003                                               |  |                                                   | 16,245  |  |   | 722   | 
|Columbia Center, Kennewick, WA                      |  |   |        |                       |   | 18,285                                              |  |                                                   | 66,580  |  |   |      | 
|Copley Place, Boston, MA                            |  |   | 174,521 |                       |   | 147                                                 |  |                                                   | 378,045 |  |   |      | 
|Coral Square, Coral Springs, FL                     |  |   | 86,895  |                       |   | 13,556                                              |  |                                                   | 93,630  |  |   |      | 
|Cordova Mall, Pensacola, FL                         |  |   |        |                       |   | 18,626                                              |  |                                                   | 73,091  |  |   | 7,321 | 
|Cottonwood Mall, Albuquerque, NM                    |  |   |        |                       |   | 10,122                                              |  |                                                   | 69,958  |  |   |      | 
|Crossroads Mall, Omaha, NE                          |  |   | 43,048  |                       |   | 639                                                 |  |                                                   | 30,658  |  |   | 409   | 
|Crystal River Mall, Crystal River, FL               |  |   | 15,531  |                       |   | 5,661                                               |  |                                                   | 20,241  |  |   |      | 
|DeSoto Square, Bradenton, FL                        |  |   | 64,153  |                       |   | 9,011                                               |  |                                                   | 52,675  |  |   |      | 
|Edison Mall, Fort Myers, FL                         |  |   |        |                       |   | 11,529                                              |  |                                                   | 107,350 |  |   |      | 
|Fashion Mall at Keystone, The, Indianapolis, IN     |  |   | 58,594  |                       |   |                                                    |  |                                                   | 120,579 |  |   |      | 
|Firewheel Town Center, Garland, TX                  |  |   |        |                       |   | 12,154                                              |  |                                                   | 82,627  |  |   |      | 

108

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2005
(Dollars in thousands)

|                                            |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |         |  |        | 
|------------------------------------------- |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------- |  | ------ | 
|
|Forest Mall, Fond Du Lac, WI                |  | 17,239  |  | 728                   |  | 4,491                                               |  |                                                  |  | 7,874   |  | 728    | 
|Forum Shops at Caesars, The, Las Vegas, NV  |  | 550,000 |  |                      |  | 276,378                                             |  |                                                  |  | 192,249 |  |       | 
|Great Lakes Mall, Mentor, OH                |  |        |  | 12,304                |  | 100,362                                             |  | 432                                               |  | 9,191   |  | 12,736 | 
|Greenwood Park Mall, Greenwood, IN          |  | 85,021  |  | 2,423                 |  | 23,445                                              |  | 5,275                                             |  | 73,898  |  | 7,698  | 
|Gulf View Square, Port Richey, FL           |  | 32,471  |  | 13,690                |  | 39,991                                              |  | 2,023                                             |  | 18,193  |  | 15,713 | 
|Haywood Mall, Greenville, SC                |  |        |  | 11,585                |  | 133,893                                             |  | 6                                                 |  | 15,771  |  | 11,591 | 
|Independence Center, Independence, MO       |  |        |  | 5,042                 |  | 45,798                                              |  | 2                                                 |  | 28,167  |  | 5,044  | 
|Ingram Park Mall, San Antonio, TX           |  | 80,549  |  | 733                   |  | 17,163                                              |  | 169                                               |  | 17,158  |  | 902    | 
|Irving Mall, Irving, TX                     |  |        |  | 6,737                 |  | 17,479                                              |  | 2,533                                             |  | 35,588  |  | 9,270  | 
|Jefferson Valley Mall, Yorktown Heights, NY |  |        |  | 4,868                 |  | 30,304                                              |  |                                                  |  | 21,659  |  | 4,868  | 
|Knoxville Center, Knoxville, TN             |  | 60,996  |  | 5,006                 |  | 21,617                                              |  | 3,712                                             |  | 33,872  |  | 8,718  | 
|La Plaza Mall, McAllen, TX                  |  |        |  | 1,375                 |  | 9,828                                               |  | 6,569                                             |  | 32,428  |  | 7,944  | 
|Lafayette Square, Indianapolis, IN          |  |        |  | 14,251                |  | 54,589                                              |  | 50                                                |  | 12,515  |  | 14,301 | 
|Laguna Hills Mall, Laguna Hills, CA         |  |        |  | 28,074                |  | 55,446                                              |  |                                                  |  | 6,740   |  | 28,074 | 
|Lakeline Mall, Austin, TX                   |  | 66,274  |  | 10,383                |  | 81,568                                              |  | 14                                                |  | 1,778   |  | 10,397 | 
|Lenox Square, Atlanta, GA                   |  |        |  | 38,213                |  | 492,411                                             |  |                                                  |  | 15,224  |  | 38,213 | 
|Lima Mall, Lima, OH                         |  |        |  | 7,910                 |  | 35,338                                              |  |                                                  |  | 8,586   |  | 7,910  | 
|Lincolnwood Town Center, Lincolnwood, IL    |  |        |  | 7,907                 |  | 63,480                                              |  | 28                                                |  | 6,588   |  | 7,935  | 
|Livingston Mall, Livingston, NJ             |  |        |  | 30,200                |  | 105,250                                             |  |                                                  |  | 10,303  |  | 30,200 | 
|Longview Mall, Longview, TX                 |  | 32,261  |  | 259                   |  | 3,567                                               |  | 124                                               |  | 7,028   |  | 383    | 
|Maplewood Mall, Minneapolis, MN             |  |        |  | 17,119                |  | 80,758                                              |  |                                                  |  | 8,214   |  | 17,119 | 
|Markland Mall, Kokomo, IN                   |  | 22,825  |  |                      |  | 7,568                                               |  |                                                  |  | 7,798   |  |       | 
|McCain Mall, N. Little Rock, AR             |  | 39,106  |  |                      |  | 9,515                                               |  |                                                  |  | 9,878   |  |       | 
|Melbourne Square, Melbourne, FL             |  |        |  | 15,762                |  | 55,891                                              |  | 3,513                                             |  | 22,015  |  | 19,275 | 
|Menlo Park Mall, Edison, NJ                 |  |        |  | 65,684                |  | 223,252                                             |  |                                                  |  | 23,852  |  | 65,684 | 
|Midland Park Mall, Midland, TX              |  | 33,322  |  | 687                   |  | 9,213                                               |  |                                                  |  | 9,886   |  | 687    | 
|Miller Hill Mall, Duluth, MN                |  |        |  | 2,537                 |  | 18,092                                              |  |                                                  |  | 21,680  |  | 2,537  | 
|Montgomery Mall, Montgomeryville, PA        |  | 93,922  |  | 27,105                |  | 86,915                                              |  |                                                  |  | 1,978   |  | 27,105 | 
|Muncie Mall, Muncie, IN                     |  |        |  | 172                   |  | 5,776                                               |  | 52                                                |  | 24,602  |  | 224    | 
|Nanuet Mall, Nanuet, NY                     |  |        |  | 27,310                |  | 162,993                                             |  |                                                  |  | 2,639   |  | 27,310 | 
|North East Mall, Hurst, TX                  |  | 140,000 |  | 128                   |  | 12,966                                              |  | 19,010                                            |  | 142,524 |  | 19,138 | 
|Northfield Square Mall, Bourbonnais, IL     |  | 30,985  |  | 362                   |  | 53,396                                              |  |                                                  |  | 640     |  | 362    | 
|Northgate Mall, Seattle, WA                 |  |        |  | 27,073                |  | 115,992                                             |  |                                                  |  | 37,415  |  | 27,073 | 
|Northlake Mall, Atlanta, GA                 |  | 70,367  |  | 33,400                |  | 98,035                                              |  |                                                  |  | 3,519   |  | 33,400 | 
|Northwoods Mall, Peoria, IL                 |  |        |  | 1,185                 |  | 12,779                                              |  | 2,451                                             |  | 35,077  |  | 3,636  | 
|Oak Court Mall, Memphis, TN                 |  |        |  | 15,673                |  | 57,304                                              |  |                                                  |  | 6,230   |  | 15,673 | 

109

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2005
(Dollars in thousands)

|                                               |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |         |  |         | 
|---------------------------------------------- |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------- |  | ------- | 
|
|Ocean County Mall, Toms River, NJ              |  |        |  | 20,404                |  | 124,945                                             |  |                                                  |  | 19,705  |  | 20,404  | 
|Orange Park Mall, Orange Park, FL              |  |        |  | 12,998                |  | 65,121                                              |  |                                                  |  | 29,923  |  | 12,998  | 
|Orland Square, Orland Park, IL                 |  |        |  | 35,514                |  | 129,906                                             |  |                                                  |  | 17,734  |  | 35,514  | 
|Oxford Valley Mall, Langhorne, PA              |  | 82,236  |  | 24,544                |  | 100,287                                             |  |                                                  |  | 1,808   |  | 24,544  | 
|Paddock Mall, Ocala, FL                        |  | 25,825  |  | 11,198                |  | 39,727                                              |  |                                                  |  | 7,801   |  | 11,198  | 
|Palm Beach Mall, West Palm Beach, FL           |  | 53,305  |  | 11,962                |  | 112,437                                             |  |                                                  |  | 35,951  |  | 11,962  | 
|Penn Square Mall, Oklahoma City, OK            |  | 69,276  |  | 2,043                 |  | 155,958                                             |  |                                                  |  | 19,748  |  | 2,043   | 
|Pheasant Lane Mall, Nashua, NH                 |  |        |  | 3,902                 |  | 155,068                                             |  |                                                  |  | 865     |  | 3,902   | 
|Phipps Plaza, Atlanta, GA                      |  |        |  | 19,200                |  | 210,610                                             |  |                                                  |  | 17,457  |  | 19,200  | 
|Plaza Carolina, Carolina, PR                   |  | 252,958 |  | 15,493                |  | 279,560                                             |  |                                                  |  | 722     |  | 15,493  | 
|Port Charlotte Town Center, Port Charlotte, FL |  | 52,460  |  | 5,471                 |  | 58,570                                              |  |                                                  |  | 13,003  |  | 5,471   | 
|Prien Lake Mall, Lake Charles, LA              |  |        |  | 1,842                 |  | 2,813                                               |  | 3,091                                             |  | 39,603  |  | 4,933   | 
|Raleigh Springs Mall, Memphis, TN              |  |        |  | 9,137                 |  | 28,604                                              |  |                                                  |  | 12,053  |  | 9,137   | 
|Richardson Square Mall, Richardson, TX         |  |        |  | 4,532                 |  | 6,329                                               |  | 1,268                                             |  | 11,249  |  | 5,800   | 
|Richmond Town Square,
Richmond Heights, OH     |  | 46,804  |  | 2,600                 |  | 12,112                                              |  |                                                  |  | 60,131  |  | 2,600   | 
|River Oaks Center, Calumet City, IL            |  |        |  | 30,884                |  | 101,224                                             |  |                                                  |  | 7,264   |  | 30,884  | 
|Rockaway Townsquare, Rockaway, NJ              |  |        |  | 44,116                |  | 212,257                                             |  | 27                                                |  | 12,819  |  | 44,143  | 
|Rolling Oaks Mall, San Antonio, TX             |  |        |  | 2,180                 |  | 38,609                                              |  |                                                  |  | 11,773  |  | 2,180   | 
|Roosevelt Field, Garden City, NY               |  |        |  | 164,058               |  | 702,008                                             |  | 2,117                                             |  | 29,119  |  | 166,175 | 
|Ross Park Mall, Pittsburgh, PA                 |  |        |  | 23,541                |  | 90,203                                              |  |                                                  |  | 24,902  |  | 23,541  | 
|Santa Rosa Plaza, Santa Rosa, CA               |  |        |  | 10,400                |  | 87,864                                              |  |                                                  |  | 6,153   |  | 10,400  | 
|Shops at Mission Viejo Mall,
Mission Viejo, CA |  |        |  | 9,139                 |  | 54,445                                              |  | 7,491                                             |  | 143,547 |  | 16,630  | 
|South Hills Village, Pittsburgh, PA            |  |        |  | 23,445                |  | 125,840                                             |  |                                                  |  | 13,096  |  | 23,445  | 
|South Shore Plaza, Braintree, MA               |  |        |  | 101,200               |  | 301,495                                             |  |                                                  |  | 13,492  |  | 101,200 | 
|Southern Park Mall, Boardman, OH               |  |        |  | 16,982                |  | 77,767                                              |  | 97                                                |  | 21,323  |  | 17,079  | 
|SouthPark Mall, Charlotte, NC                  |  |        |  | 32,141                |  | 188,004                                             |  | 100                                               |  | 117,849 |  | 32,241  | 
|St Charles Towne Center, Waldorf, MD           |  |        |  | 7,710                 |  | 52,934                                              |  | 1,180                                             |  | 13,496  |  | 8,890   | 
|Stanford Shopping Center, Palo Alto, CA        |  | 220,000 |  |                      |  | 339,537                                             |  |                                                  |  | 2,801   |  |        | 
|Summit Mall, Akron, OH                         |  |        |  | 15,374                |  | 51,137                                              |  |                                                  |  | 17,864  |  | 15,374  | 

110

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2005
(Dollars in thousands)

|                                               |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |        |  |        | 
|---------------------------------------------- |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------ |  | ------ | 
|
|Sunland Park Mall, El Paso, TX                 |  | 36,010  |  | 2,896                 |  | 28,900                                              |  |                                                  |  | 5,808  |  | 2,896  | 
|Tacoma Mall, Tacoma, WA                        |  | 128,597 |  | 37,803                |  | 125,826                                             |  |                                                  |  | 23,502 |  | 37,803 | 
|Tippecanoe Mall, Lafayette, IN                 |  |        |  | 2,897                 |  | 8,439                                               |  | 5,517                                             |  | 43,025 |  | 8,414  | 
|Town Center at Aurora, Aurora, CO              |  |        |  | 9,959                 |  | 56,766                                              |  | 6                                                 |  | 53,147 |  | 9,965  | 
|Town Center at Boca Raton, Boca Raton, FL      |  |        |  | 64,200                |  | 307,279                                             |  |                                                  |  | 82,351 |  | 64,200 | 
|Towne East Square, Wichita, KS                 |  | 68,637  |  | 8,525                 |  | 18,479                                              |  | 2,042                                             |  | 24,646 |  | 10,567 | 
|Towne West Square, Wichita, KS                 |  | 52,726  |  | 972                   |  | 21,203                                              |  | 76                                                |  | 8,220  |  | 1,048  | 
|Treasure Coast Square, Jensen Beach, FL        |  |        |  | 11,124                |  | 72,990                                              |  | 3,067                                             |  | 24,552 |  | 14,191 | 
|Trolley Square, Salt Lake City, UT             |  | 28,675  |  | 4,739                 |  | 27,600                                              |  | 435                                               |  | 10,458 |  | 5,174  | 
|Tyrone Square, St. Petersburg, FL              |  |        |  | 15,638                |  | 120,962                                             |  |                                                  |  | 21,986 |  | 15,638 | 
|University Mall, Little Rock, AR               |  |        |  | 123                   |  | 17,411                                              |  |                                                  |  | 783    |  | 123    | 
|University Mall, Pensacola, FL                 |  |        |  | 4,554                 |  | 26,657                                              |  |                                                  |  | 3,982  |  | 4,554  | 
|University Park Mall, Mishawaka, IN            |  | 57,532  |  | 15,105                |  | 61,100                                              |  |                                                  |  | 15,659 |  | 15,105 | 
|Upper Valley Mall, Springfield, OH             |  | 47,904  |  | 8,421                 |  | 38,745                                              |  |                                                  |  | 3,816  |  | 8,421  | 
|Valle Vista Mall, Harlingen, TX                |  | 37,417  |  | 1,398                 |  | 17,159                                              |  | 372                                               |  | 11,313 |  | 1,770  | 
|Virginia Center Commons, Glen Allen, VA        |  |        |  | 9,764                 |  | 50,547                                              |  | 4,149                                             |  | 7,419  |  | 13,913 | 
|Walt Whitman Mall, Huntington Station, NY      |  |        |  | 51,700                |  | 111,258                                             |  | 3,789                                             |  | 35,022 |  | 55,489 | 
|Washington Square, Indianapolis, IN            |  | 30,693  |  | 16,800                |  | 36,495                                              |  | 462                                               |  | 24,811 |  | 17,262 | 
|West Ridge Mall, Topeka, KS                    |  | 68,711  |  | 5,453                 |  | 34,132                                              |  | 197                                               |  | 7,707  |  | 5,650  | 
|Westminster Mall, Westminster, CA              |  |        |  | 43,464                |  | 84,709                                              |  |                                                  |  | 15,378 |  | 43,464 | 
|White Oaks Mall, Springfield, IL               |  | 48,563  |  | 3,024                 |  | 35,692                                              |  | 2,413                                             |  | 31,716 |  | 5,437  | 
|Wolfchase Galleria, Memphis, TN                |  | 72,054  |  | 16,274                |  | 128,276                                             |  |                                                  |  | 9,042  |  | 16,274 | 
|Woodland Hills Mall, Tulsa, OK                 |  | 82,830  |  | 34,211                |  | 187,123                                             |  |                                                  |  | 532    |  | 34,211 | 
|Premium Outlet Centers                         |  |         |  |                       |  |                                                     |  |                                                   |  |        |  |        | 
|Albertville Premium Outlets, Albertville, MN   |  |        |  | 3,900                 |  | 97,059                                              |  |                                                  |  | 809    |  | 3,900  | 
|Allen Premium Outlets, Allen, TX               |  |        |  | 13,855                |  | 43,687                                              |  |                                                  |  | 5,958  |  | 13,855 | 
|Aurora Farms Premium Outlets, Aurora, OH       |  |        |  | 2,370                 |  | 24,326                                              |  |                                                  |  | 1,589  |  | 2,370  | 
|Camarillo Premium Outlets, Camarillo, CA       |  |        |  | 16,670                |  | 224,721                                             |  |                                                  |  | 1,065  |  | 16,670 | 
|Carlsbad Premium Outlets, Carlsbad, CA         |  |        |  | 12,890                |  | 184,990                                             |  | 96                                                |  | 647    |  | 12,986 | 
|Carolina Premium Outlets, Smithfield, NC       |  | 20,466  |  | 3,170                 |  | 59,863                                              |  |                                                  |  | 303    |  | 3,170  | 
|Chicago Premium Outlets, Aurora, IL            |  |        |  | 659                   |  | 118,005                                             |  |                                                  |  | 3,564  |  | 659    | 
|Clinton Crossings Premium Outlets, Clinton, CT |  |        |  | 2,060                 |  | 107,557                                             |  | 32                                                |  | 362    |  | 2,092  | 

111

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2005
(Dollars in thousands)

|                                                    |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |       |  |        | 
|--------------------------------------------------- |  | ------ |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ----- |  | ------ | 
|
|Columbia Gorge Premium Outlets, Troutdale, OR       |  |       |  | 7,900                 |  | 16,492                                              |  |                                                  |  | 453   |  | 7,900  | 
|Desert Hills Premium Outlets, Cabazon, CA           |  |       |  | 3,440                 |  | 338,679                                             |  |                                                  |  | 10    |  | 3,440  | 
|Edinburgh Premium Outlet, Edinburgh, IN             |  |       |  | 2,866                 |  | 47,309                                              |  |                                                  |  | 8,229 |  | 2,866  | 
|Folsom Premium Outlets, Folsom, CA                  |  |       |  | 9,060                 |  | 50,281                                              |  |                                                  |  | 530   |  | 9,060  | 
|Gilroy Premium Outlets, Gilroy, CA                  |  | 65,748 |  | 9,630                 |  | 194,122                                             |  |                                                  |  | 1,382 |  | 9,630  | 
|Jackson Premium Outlets, Jackson, NJ                |  |       |  | 6,413                 |  | 104,013                                             |  | 3                                                 |  | 2,055 |  | 6,416  | 
|Johnson Creek Premium Outlets, Johnson Creek, WI    |  |       |  | 2,800                 |  | 39,564                                              |  |                                                  |  | 1,736 |  | 2,800  | 
|Kittery Premium Outlets, Kittery, ME                |  | 10,885 |  | 971                   |  | 60,522                                              |  |                                                  |  | 282   |  | 971    | 
|Las Vegas Premium Outlets, Las Vegas, NV            |  |       |  | 25,435                |  | 134,973                                             |  |                                                  |  |      |  | 25,435 | 
|Leesburg Corner Premium Outlets, Leesburg, VA       |  |       |  | 7,190                 |  | 162,023                                             |  |                                                  |  | 1,571 |  | 7,190  | 
|Liberty Village Premium Outlets, Flemington, NJ     |  |       |  | 5,670                 |  | 28,904                                              |  |                                                  |  | 706   |  | 5,670  | 
|Lighthouse Place Premium Outlets,
Michigan City, IN |  | 45,368 |  | 6,630                 |  | 94,138                                              |  |                                                  |  | 659   |  | 6,630  | 
|Napa Premium Outlets, Napa, CA                      |  |       |  | 11,400                |  | 45,023                                              |  |                                                  |  | 265   |  | 11,400 | 
|North Georgia Premium Outlets, Dawsonville, GA      |  |       |  | 4,300                 |  | 132,325                                             |  |                                                  |  | 1,408 |  | 4,300  | 
|Orlando Premium Outlets, Orlando, FL                |  |       |  | 14,040                |  | 304,410                                             |  |                                                  |  | 303   |  | 14,040 | 
|Osage Beach Premium Outlets,
Osage Beach, MO        |  |       |  | 9,460                 |  | 85,804                                              |  | 3                                                 |  | 799   |  | 9,463  | 
|Petaluma Village Premium Outlets, Petaluma, CA      |  |       |  | 13,322                |  | 14,067                                              |  |                                                  |  | 987   |  | 13,322 | 
|Seattle Premium Outlets, Tulalip, WA                |  |       |  | 13,557                |  | 103,722                                             |  |                                                  |  | 157   |  | 13,557 | 
|St. Augustine Premium Outlets,
St. Augustine, FL    |  |       |  | 6,090                 |  | 57,670                                              |  | 2                                                 |  | 3,184 |  | 6,092  | 
|The Crossings Premium Outlets, Tannersville, PA     |  | 57,953 |  | 7,720                 |  | 172,931                                             |  |                                                  |  | 5,729 |  | 7,720  | 
|Vacaville Premium Outlets, Vacaville, CA            |  |       |  | 9,420                 |  | 84,856                                              |  |                                                  |  | 1,002 |  | 9,420  | 
|Waikele Premium Outlets, Waipahu, HI                |  |       |  | 22,630                |  | 77,316                                              |  |                                                  |  | 850   |  | 22,630 | 
|Waterloo Premium Outlets, Waterloo, NY              |  | 36,540 |  | 3,230                 |  | 75,277                                              |  |                                                  |  | 4,177 |  | 3,230  | 
|Woodbury Common Premium Outlets,
Central Valley, NY |  |       |  | 11,110                |  | 862,557                                             |  |                                                  |  | 1,848 |  | 11,110 | 
|Wrentham Village Premium Outlets, Wrentham, MA      |  |       |  | 5,132                 |  | 282,031                                             |  |                                                  |  | 3,347 |  | 5,132  | 

112

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2005
(Dollars in thousands)

|                                         |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |        |  |        | 
|---------------------------------------- |  | ------ |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------ |  | ------ | 
|
|Community/Lifestyle Centers              |  |        |  |                       |  |                                                     |  |                                                   |  |        |  |        | 
|Arboretum at Great Hills, Austin, TX     |  |       |  | 7,640                 |  | 36,774                                              |  | 71                                                |  | 6,349  |  | 7,711  | 
|Bloomingdale Court, Bloomingdale, IL     |  | 27,950 |  | 8,748                 |  | 26,184                                              |  |                                                  |  | 8,569  |  | 8,748  | 
|Boardman Plaza, Youngstown, OH           |  | 23,598 |  | 7,265                 |  | 22,007                                              |  |                                                  |  | 11,759 |  | 7,265  | 
|Brightwood Plaza, Indianapolis, IN       |  |       |  | 65                    |  | 128                                                 |  |                                                  |  | 309    |  | 65     | 
|Celina Plaza, El Paso, TX                |  |       |  | 138                   |  | 815                                                 |  |                                                  |  | 110    |  | 138    | 
|Charles Towne Square, Charleston, SC     |  |       |  |                      |  | 1,768                                               |  | 370                                               |  | 10,636 |  | 370    | 
|Chesapeake Center, Chesapeake, VA        |  |       |  | 5,352                 |  | 12,279                                              |  |                                                  |  | 319    |  | 5,352  | 
|Countryside Plaza, Countryside, IL       |  |       |  | 332                   |  | 8,507                                               |  | 2,554                                             |  | 8,103  |  | 2,886  | 
|Dare Centre, Kill Devil Hills, NC        |  | 1,704  |  |                      |  | 5,702                                               |  |                                                  |  | 45     |  |       | 
|DeKalb Plaza, King of Prussia, PA        |  | 3,407  |  | 1,955                 |  | 3,405                                               |  |                                                  |  | 882    |  | 1,955  | 
|Eastland Plaza, Tulsa, OK                |  |       |  | 651                   |  | 3,680                                               |  |                                                  |  | 110    |  | 651    | 
|Forest Plaza, Rockford, IL               |  | 15,330 |  | 4,132                 |  | 16,818                                              |  | 453                                               |  | 2,052  |  | 4,585  | 
|Gateway Shopping Center, Austin, TX      |  | 86,000 |  | 24,549                |  | 81,437                                              |  |                                                  |  | 7,063  |  | 24,549 | 
|Great Lakes Plaza, Mentor, OH            |  |       |  | 1,028                 |  | 2,025                                               |  |                                                  |  | 3,618  |  | 1,028  | 
|Greenwood Plus, Greenwood, IN            |  |       |  | 1,131                 |  | 1,792                                               |  |                                                  |  | 3,735  |  | 1,131  | 
|Griffith Park Plaza, Griffith, IN        |  |       |  |                      |  | 2,412                                               |  | 1,504                                             |  | 567    |  | 1,504  | 
|Henderson Square, King of Prussia, PA    |  | 15,265 |  | 4,223                 |  | 15,124                                              |  |                                                  |  | 71     |  | 4,223  | 
|Highland Lakes Center, Orlando, FL       |  | 15,890 |  | 7,138                 |  | 25,284                                              |  |                                                  |  | 948    |  | 7,138  | 
|Ingram Plaza, San Antonio, TX            |  |       |  | 421                   |  | 1,802                                               |  | 4                                                 |  | 21     |  | 425    | 
|Keystone Shoppes, Indianapolis, IN       |  |       |  |                      |  | 4,232                                               |  |                                                  |  | 934    |  |       | 
|Knoxville Commons, Knoxville, TN         |  |       |  | 3,731                 |  | 5,345                                               |  |                                                  |  | 1,730  |  | 3,731  | 
|Lake Plaza, Waukegan, IL                 |  |       |  | 2,487                 |  | 6,420                                               |  |                                                  |  | 890    |  | 2,487  | 
|Lake View Plaza, Orland Park, IL         |  | 20,378 |  | 4,775                 |  | 17,543                                              |  |                                                  |  | 10,558 |  | 4,775  | 
|Lakeline Plaza, Austin, TX               |  | 22,342 |  | 5,822                 |  | 30,875                                              |  |                                                  |  | 7,088  |  | 5,822  | 
|Lima Center, Lima, OH                    |  |       |  | 1,808                 |  | 5,151                                               |  |                                                  |  | 6,713  |  | 1,808  | 
|Lincoln Crossing, O'Fallon, IL           |  | 3,084  |  | 674                   |  | 2,192                                               |  |                                                  |  | 492    |  | 674    | 
|Lincoln Plaza, King of Prussia, PA       |  |       |  |                      |  | 21,299                                              |  |                                                  |  | 763    |  |       | 
|MacGregor Village, Cary, NC              |  | 6,854  |  | 557                   |  | 8,897                                               |  |                                                  |  | 148    |  | 557    | 
|Mall of Georgia Crossing, Mill Creek, GA |  |        |  | 9,506                 |  | 32,892                                              |  |                                                  |  | 100    |  | 9,506  | 
|Markland Plaza, Kokomo, IN               |  |       |  | 206                   |  | 738                                                 |  |                                                  |  | 6,089  |  | 206    | 
|Martinsville Plaza, Martinsville, VA     |  |       |  |                      |  | 584                                                 |  |                                                  |  | 333    |  |       | 
|Matteson Plaza, Matteson, IL             |  | 8,974  |  | 1,771                 |  | 9,737                                               |  |                                                  |  | 2,328  |  | 1,771  | 

113

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2005
(Dollars in thousands)

|                                                |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |        |  |        | 
|----------------------------------------------- |  | ------ |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------ |  | ------ | 
|
|Muncie Plaza, Muncie, IN                        |  | 7,759  |  | 267                   |  | 10,509                                              |  | 87                                                |  | 633    |  | 354    | 
|New Castle Plaza, New Castle, IN                |  |       |  | 128                   |  | 1,621                                               |  |                                                  |  | 1,435  |  | 128    | 
|North Ridge Plaza, Joliet, IL                   |  |       |  | 2,831                 |  | 7,699                                               |  |                                                  |  | 943    |  | 2,831  | 
|North Ridge Shopping Center, Raleigh, NC        |  | 8,371  |  | 462                   |  | 12,838                                              |  |                                                  |  | 109    |  | 462    | 
|Northland Plaza, Columbus, OH                   |  |       |  | 4,490                 |  | 8,893                                               |  |                                                  |  | 1,300  |  | 4,490  | 
|Northwood Plaza, Fort Wayne, IN                 |  |       |  | 148                   |  | 1,414                                               |  |                                                  |  | 1,347  |  | 148    | 
|Park Plaza, Hopkinsville, KY                    |  |       |  | 300                   |  | 1,572                                               |  |                                                  |  | 225    |  | 300    | 
|Regency Plaza, St. Charles, MO                  |  | 4,206  |  | 616                   |  | 4,963                                               |  |                                                  |  | 449    |  | 616    | 
|Rockaway Convenience Center, Rockaway, NJ       |  |       |  | 5,149                 |  | 26,435                                              |  |                                                  |  | 5,795  |  | 5,149  | 
|Rockaway Plaza, Rockaway, NJ                    |  |       |  |                      |  | 15,295                                              |  |                                                  |  |       |  |       | 
|St. Charles Towne Plaza, Waldorf, MD            |  | 26,921 |  | 8,524                 |  | 18,993                                              |  |                                                  |  | 1,541  |  | 8,524  | 
|Shops at North East Mall, The, Hurst, TX        |  |       |  | 12,541                |  | 28,177                                              |  | 402                                               |  | 6,650  |  | 12,943 | 
|Teal Plaza, Lafayette, IN                       |  |       |  | 99                    |  | 878                                                 |  |                                                  |  | 2,930  |  | 99     | 
|Terrace at the Florida Mall, Orlando, FL        |  |       |  | 2,150                 |  | 7,623                                               |  |                                                  |  | 1,918  |  | 2,150  | 
|Tippecanoe Plaza, Lafayette, IN                 |  |       |  |                      |  | 745                                                 |  | 234                                               |  | 4,957  |  | 234    | 
|University Center, Mishawaka, IN                |  |       |  | 2,388                 |  | 5,214                                               |  |                                                  |  | 2,588  |  | 2,388  | 
|Wabash Village, West Lafayette, IN              |  |       |  |                      |  | 976                                                 |  |                                                  |  | 274    |  |       | 
|Washington Plaza, Indianapolis, IN              |  |       |  | 941                   |  | 1,697                                               |  |                                                  |  | 308    |  | 941    | 
|Waterford Lakes Town Center, Orlando, FL        |  |       |  | 8,679                 |  | 72,836                                              |  |                                                  |  | 12,597 |  | 8,679  | 
|West Ridge Plaza, Topeka, KS                    |  | 5,423  |  | 1,376                 |  | 4,560                                               |  |                                                  |  | 1,449  |  | 1,376  | 
|White Oaks Plaza, Springfield, IL               |  | 16,546 |  | 3,169                 |  | 14,267                                              |  |                                                  |  | 751    |  | 3,169  | 
|Wolf Ranch, Georgetown, TX                      |  |       |  | 23,172                |  | 51,509                                              |  |                                                  |  |       |  | 23,172 | 
|Other Properties                                |  |        |  |                       |  |                                                     |  |                                                   |  |        |  |        | 
|Crossville Outlet Center, Crossville, TN        |  |       |  | 263                   |  | 4,380                                               |  |                                                  |  | 120    |  | 263    | 
|Factory Merchants Branson, Branson, MO          |  |       |  | 1,383                 |  | 24,048                                              |  | 1                                                 |  | 627    |  | 1,384  | 
|Factory Shoppes at Branson Meadows, Branson, MO |  | 9,518  |  |                      |  | 5,206                                               |  |                                                  |  | 16     |  |       | 
|Factory Stores of America  Boaz, AL            |  | 2,784  |  |                      |  | 924                                                 |  |                                                  |  | 1      |  |       | 
|Factory Stores of America  Georgetown, KY      |  | 6,597  |  | 148                   |  | 3,610                                               |  |                                                  |  | 3      |  | 148    | 
|Factory Stores of America  Graceville, FL      |  | 1,960  |  | 12                    |  | 408                                                 |  |                                                  |  | 36     |  | 12     | 
|Factory Stores of America  Lebanon, MO         |  | 1,647  |  | 24                    |  | 214                                                 |  |                                                  |  | 2      |  | 24     | 
|Factory Stores of America  Nebraska City, NE   |  | 1,547  |  | 26                    |  | 566                                                 |  |                                                  |  |       |  | 26     | 
|Factory Stores of America  Story City, IA      |  | 1,913  |  | 7                     |  | 526                                                 |  |                                                  |  | 10     |  | 7      | 
|Factory Stores of North Bend, WA                |  |       |  | 2,143                 |  | 36,197                                              |  |                                                  |  | 36     |  | 2,143  | 
|Las Vegas Outlet Center, Las Vegas, NV          |  | 19,772 |  | 13,085                |  | 160,777                                             |  |                                                  |  | 58     |  | 13,085 | 

114

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2005
(Dollars in thousands)

|                                                |  |   |           | Initial Cost (Note 3) |           | Cost Capitalized
Subsequent to Acquisition (Note 3) |   | Gross Amounts At Which
Carried At Close of Period |  |   |         | 
|----------------------------------------------- |  | - | --------- | --------------------- | --------- | --------------------------------------------------- | - | ------------------------------------------------- |  | - | ------- | 
|
|Development Projects                            |  |   |           |                       |           |                                                     |   |                                                   |  |   |         | 
|Domain, The, Austin, TX                         |  |   |          |                       | 40,975    |                                                     |   | 48,850                                            |  |   |        | 
|Rio Grande Valley Premium Outlets, Mercedes, TX |  |   |          |                       |          |                                                     |   | 17,361                                            |  |   |        | 
|Round Rock Premium Outlets, Round Rock, TX      |  |   |          |                       |          |                                                     |   | 50,266                                            |  |   |        | 
|Shops at Arbor Walk, The, Austin, TX            |  |   |          |                       | 909       |                                                     |   | 5,897                                             |  |   |        | 
|Village at SouthPark, The, Charlotte, NC        |  |   |          |                       |          |                                                     |   | 2,385                                             |  |   |        | 
|Other pre-development costs                     |  |   |          |                       | 119,311   |                                                     |   | 58,362                                            |  |   |        | 
|Other                                           |  |   |          |                       | 5,171     |                                                     |   | 8,494                                             |  |   | 668     | 
|                                                |  |   |           |                       |           |                                                     |   |                                                   |  |   |         | 
|                                                |  | $ | 4,522,632 |                       | 2,435,927 |                                                     | $ | 16,126,837                                        |  | $ | 124,408 | 
|                                                |  |   |           |                       |           |                                                     |   |                                                   |  |   |         | 

115

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Simon Property Group, L.P. and Subsidiaries
Notes to Schedule III as of December 31, 2005
(Dollars in thousands)

(1)    Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2005, 2004, and 2003 are as follows:

2005

2004

2003Balance, beginning of year

$
20,915,841

$
14,668,848

$
13,966,450Acquisitions and consolidations


461,395


5,753,600


761,179Improvements


661,569


621,755


366,345Disposals and de-consolidations


(487,558
)

(110,362
)

(425,126
)Impairment write-down





(18,000
)

Balance, close of year

$
21,551,247

$
20,915,841

$
14,668,848


The
unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2005 was $14,146,679.

(2)    Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2005, 2004, and 2003 are as follows:

2005

2004

2003Balance, beginning of year

$
3,040,843

$
2,461,634

$
2,151,014Acquisitions and consolidations (5)


28,388


76,121


21,111Depreciation expense


768,028


541,442


456,960Disposals


(142,452
)

(38,354
)

(167,451
)Balance, close of year

$
3,694,807

$
3,040,843

$
2,461,634


Depreciation
of the Operating Partnership's investment in buildings and improvements reflected in the consolidated statements of operations and comprehensive income is calculated over
the estimated original lives of the assets as follows:

116

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|Exhibits |  |                                                                                                                                                                                                                                                                                                                                                                            
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2        |  | Agreement and Plan of Merger, dated as of June 20, 2004, by and among Simon Property Group, L.P., Simon Property Group, L.P., Simon Acquisition I, LLC, Simon Acquisition II, LLC, Chelsea Property Group, Inc.,
and CPG Partners, L.P. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Simon Property Group, L.P. on June 22, 2004).
|3.1      |  | Second Amended and Restated Certificate of Limited Partnership, as amended (incorporated by reference to Exhibit 3.1 of its Annual Report on Form 10-K for 2002 filed by Simon Property Group, L.P.).                                                                                                                                                                      
|3.2      |  | Seventh Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 3.1 of its Annual Report on Form 10-K for 2001 filed by Simon Property Group, L.P.).                                                                                                                                                                                      
|3.3      |  | Amended and Restated Supplement to Seventh Amended and Restated Limited Partnership Agreement (Exhibits B-1 and B-2) dated October 14, 2004 (incorporated by reference to Exhibit 3.1 to the Current Report on
Form 8-K filed by Simon Property Group, L.P. on October 20, 2004).                                                                                          
|4 (a)    |  | Indenture, dated as of November 26, 1996, by and among Simon Property Group, L.P. and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement of Form S-3
filed on October 21, 1996 (Reg. No. 333-11491)).                                                                                                            
|10.1     |  | Credit Agreement, dated as of October 12, 2004, among Simon Property Group, L.P., the Lenders named therein, and the Co-Agents named therein (incorporated by reference to Exhibit 10 of the Quarterly Report on
Form 10-Q filed by Simon Property Group, Inc. on November 8, 2004).                                                                                       
|10.2     |  | $3,000,000,000 Credit Agreement, dated as of December 15, 2005, among Simon Property Group, L.P., the Institutions named therein as Lenders and the Institutions named therein as Co-Agents (incorporated by reference
to Exhibit 99.2 of Simon Property Group, L.P.'s Current Report on Form 8-K filed on December 20, 2005).                                             
|10.3*    |  | Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Appendix G to the Definitive Proxy Statement on Schedule 14A dated April 7, 2003).                                                                                                                                                                                                      
|10.4 (b) |  | Option Agreement to acquire the Excluded Retail Property (Previously filed as Exhibit 10.10).                                                                                                                                                                                                                                                                              
|10.5     |  | Voting Agreement dated as of June 20, 2004 among Simon Property Group, Inc., Simon Property Group, L.P., and certain holders of shares of common stock of Chelsea Property Group, Inc. and/or common units of CPG
Partners, L.P. (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Simon Property Group, L.P. on June 22, 2004).       
|12       |  | Statement regarding computation of ratios.                                                                                                                                                                                                                                                                                                                                 
|21       |  | List of Subsidiaries of the Simon Property Group, L.P..                                                                                                                                                                                                                                                                                                                    
|23.1     |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                                                                                                                                                              
|31.1     |  | Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                            
|31.2     |  | Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                            
|32       |  | Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         

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