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, 2004

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

Delaware(State of incorporation or organization)

33-11491(Commission File No.)

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

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

(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 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.N/A

Indicate
by check mark whether Registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of
1934).            YES    o        NO    ý

Registrant had no publicly-traded voting equity as of June 30, 2004.

Registrant
has no common stock outstanding.

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Documents Incorporated By Reference

Portions of Simon Property Group, Inc.'s Proxy Statement in connection with its 2004 Annual Meeting of Stockholders are incorporated by
reference in Part III.



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Simon Property Group, L.P. and Subsidiaries
Annual Report on Form 10-K
December 31, 2004

TABLE OF CONTENTS

|Item No. |  |                                                                                                |  | Page No.
|-------- |  | ---------------------------------------------------------------------------------------------- |  | --------
|Part I  
|1.       |  | Business                                                                                       |  | 3       
|2.       |  | Properties                                                                                     |  | 12      
|3.       |  | Legal Proceedings                                                                              |  | 42      
|4.       |  | Submission of Matters to a Vote of Security Holders                                            |  | 42      
|Part II 
|5.       |  | Market for the Registrant's Common Equity and Related Stockholder Matters                      |  | 43      
|6.       |  | Selected Financial Data                                                                        |  | 44      
|7.       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations          |  | 45      
|7A.      |  | Quantitative and Qualitative Disclosure About Market Risk                                      |  | 63      
|8.       |  | Financial Statements and Supplementary Data                                                    |  | 64      
|9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |  | 64      
|9A.      |  | Controls and Procedures                                                                        |  | 64      
|9B.      |  | Other Information                                                                              |  | 65      
|Part III
|10.      |  | Directors and Executive Officers of the Registrant                                             |  | 66      
|11.      |  | Executive Compensation                                                                         |  | 66      
|12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 66      
|13.      |  | Certain Relationships and Related Transactions                                                 |  | 66      
|14.      |  | Principal Accountant Fees and Services                                                         |  | 66      
|Part IV 
|15.      |  | Exhibits and Financial Statement Schedules                                                     |  | 67      

|Signatures |  | 108
|---------- |  | ---

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Part I

Item 1. Business



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

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls, Premium Outlet® centers and community shopping centers. As of December 31, 2004, we owned or held an interest in 296 income-producing properties in the United
States, which consisted of 171 regional malls, 71 community shopping centers, 31 Premium Outlet centers and 23 other properties in 40 states plus Puerto Rico (collectively, the "Properties", and
individually, a "Property"). Our other Properties include retail space, office space, and/or hotel components. In addition, we also own interests in twelve 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 (located in France, Italy, Poland and Portugal); four
Premium Outlet centers in Japan; one Premium Outlet center in Mexico; and one shopping center in Canada.

Our
wholly-owned subsidiary, M.S. Management Associates, Inc. (the "Management Company"), provides leasing, management, and development services to most of the Properties. In
addition, insurance subsidiaries of the Management Company insure: the self-insured retention portion of our general liability program; the deductible associated with our workers'
compensation programs; and provide reinsurance for the primary layer
of general liability coverage to our third party maintenance providers while performing services under contract with us. Third party insurers provide coverage above the insurance subsidiaries' limits.



Mergers and acquisitions have been a significant component of the growth and development of our business. In 2004, we completed a series of 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. Generally, any earnings dilution from the sales on our results of
operations from these dispositions will be offset by the positive impact of our acquisitions and development and redevelopment activities.

During
2004, we sold five non-core Properties, consisting of three regional malls, one community center and one Premium Outlet. The Properties and their dates of sale were:

In
addition, on April 7, 2004, we sold a joint venture interest in a hotel property held by the Management Company. On April 8, 2004, we sold our joint venture interest in
Yards Plaza, in Chicago, Illinois, and on August 6, 2004, we completed the court ordered sale of our joint venture interest in Mall of America, in Minneapolis, Minnesota (see Item 3).

The
sales of these properties did not result in any significant gain or loss.

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 consistent with those of Simon Property, our general partner. The Simon Property Board of Directors may amend or rescind these policies from time to time at its discretion without a
stockholder vote.



Our primary business objectives are to increase Funds From Operations ("FFO") per unit, 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
REIT under the Internal Revenue Code ("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.

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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 necessary for Simon Property's REIT qualification under the Code. These REIT limitations mean that we cannot make an investment that would cause Simon
Property's 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 which apply to Simon Property, we may, along with Simon Property, 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 60% of adjusted total assets, as defined, and secured debt to 55% of adjusted 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.

If
the Simon Property Board of Directors determines to seek additional capital, we may raise such capital through additional debt financing, creation of joint ventures with existing
ownership interests in Properties, retention of cash flows or a combination of these methods. Our ability to retain cash flows is subject to Code provisions applicable to Simon Property requiring
REITs to distribute a certain percentage of their taxable income. We must also take into account taxes that would be imposed on undistributed taxable income. If the Simon Property Board of Directors
determines to raise additional equity capital at the Operating Partnership level, it may as our general partner, without limited partner approval, issue additional units. The Simon Property Board of
Directors may issue units in any manner and on such terms and for such consideration, as it deems appropriate. This may include issuing units in exchange for property. Such securities may be senior to
the outstanding classes of our units. Such securities also may include additional classes of preferred units which may be convertible into units. Existing unitholders will have no preemptive right to
purchase units in any subsequent offering of our securities. 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 distributions, 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 equity interests or be accompanied
by warrants to purchase equity interests. We also may sell or securitize our lease receivables. The proceeds from any borrowings or financings may be used for the following:

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We
also may determine to finance acquisitions through the following:

The
ability to offer units of limited partnership interest 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 an advantage for us since certain transferors may be limited in the number of units that they may
purchase.

If
the Simon Property Board of Directors 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 or 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 Simon Property Board of Directors, as well as written charters for each of the standing Committees of the Board of Directors. In addition, the Simon Property
Board of Directors 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 Simon Property Board of Directors
must qualify as independent under the listing standards for New York Stock Exchange companies and cannot be affiliated with the Simon and 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 any property 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 may authorize and 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 the Code requirements applicable to Simon Property, unless the Simon Property Board of Directors
determines that it is no longer in our best interests to qualify as a REIT. The Simon Property Board of Directors 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 shares or any other
securities. We may engage in such activities in the future. We may also repurchase units of our common stock subject to Board approval. We have not made loans to persons, including Simon Property's
officers and directors. It is our policy to not make any loans to Simon Property's directors and executive officers for any purpose and all loans previously made to current

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executive
officers have been repaid in full. We may make loans to the Management Company and to joint ventures in which we participate.



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:

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 other
sources, including:

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, Mexico, and Canada are currently conducted
through joint ventures. In Europe, we have investments in partnerships with LaRinacante/Auchan and Argo/Peabody (known as Gallerie Commercialai Italia ("GCI") and European Retail Enterprises, B.V.
("ERE")). 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 European and international joint venture activities under the equity method of accounting as
defined by accounting policies generally accepted in the United States.

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We
believe that the expertise we have gained through the development, leasing, management, and marketing of our domestic Properties can be utilized in retail properties abroad. There
are risks inherent in international operations that may be beyond our control including:



We consider our principal competitors to be seven other 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 are of the same type and are within the same market area as other competitive 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.

We
believe that our Portfolio is the largest, as measured by gross leasable area ("GLA"), of any publicly-traded retail REIT or partnership. In addition, we own or have an interest in
more regional malls than any other publicly-traded REIT or partnership. 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 3,800 different retailers occupy more than 24,400 stores in our Properties and no retail tenant represents
more than 4.0% of our Properties' total minimum rents.



General Compliance.We believe that the Portfolio is in compliance, in all material respects, with all Federal,
state and
local environmental laws, ordinances and regulations regarding hazardous or toxic substances. Nearly all of the Portfolio have been subjected to Phase I or similar environmental audits (which
generally involve only a review of records and visual inspection of the property without soil sampling or ground water analysis) by independent environmental consultants. Phase I environmental audits
are intended to discover information regarding, and to evaluate the environmental condition of, the surveyed properties and surrounding properties. 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. We cannot assure you that:

Asbestos-Containing Materials.Asbestos-containing materials are present in most of the Properties, primarily in
the form of
vinyl asbestos tile, mastics and roofing materials, which we believe are generally in good condition. Fireproofing and insulation containing asbestos is also present in certain Properties in limited
concentrations or in

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limited
areas. The presence of such asbestos-containing materials does not violate currently applicable laws. Generally, we remove asbestos-containing materials as required in the ordinary course of
any renovation, reconstruction, or expansion, and in connection with the retenanting of space.

Mold Management.From time to time, during normal maintenance activities, increased levels of moisture may be
found in
building materials and mechanical systems. When this occurs, the source of the moisture (typically, due to a plumbing system malfunction or weather related damage) is corrected and the impact to
building operations is assessed. When active mold growth is reasonably suspected or identified, the services of environmental professionals are utilized to evaluate and address the situation
appropriately.

Underground Storage Tanks.Several of the Properties contain, or at one time contained, underground storage
tanks used to
store waste oils or other petroleum products primarily related to auto service center establishments or emergency electrical generation equipment. We believe that regulated tanks have been removed,
upgraded or abandoned in accordance with applicable environmental laws. Site assessments have revealed certain soil and groundwater contamination associated with such tanks at some of these
Properties. Subsurface investigations (Phase II assessments) and remediation activities are either completed, ongoing, or scheduled to be conducted at such Properties. The costs of remediation with
respect to such matters has not been material and we do not expect these costs will have a material adverse effect on our results of operations.

Properties to be Developed or Acquired.Land held for mall development or that may be acquired for development
may contain
residues or debris associated with the use of the land by prior owners or third parties. In certain instances, such residues or debris could be or could contain hazardous wastes or hazardous
substances. Prior to exercising any option to acquire properties, we typically conduct environmental due diligence consistent with acceptable industry standards.



During the past three years, we have:

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At February 25, 2005 we and our affiliates employed approximately 4,600 persons at various properties and offices throughout the United States, of which
approximately 1,590 were part-time. Approximately 916 of these employees were located at our corporate headquarters in Indianapolis, IN and 151 were located at the Chelsea offices in
Roseland, NJ.



Our corporate headquarters are located at National City Center, 115 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is
(317) 636-1600.



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 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.



The following table sets forth certain information with respect to the executive officers of Simon Property, the general partner of the Operating Partnership, as
of December 31, 2004.

|Name                |  | Age |  | Position                                                                 
|------------------- |  | --- |  | -------------------------------------------------------------------------
|Melvin Simon (1)    |  | 78  |  | Co-Chairman                                                              
|Herbert Simon (1)   |  | 70  |  | Co-Chairman                                                              
|David Simon (1)     |  | 43  |  | Chief Executive Officer                                                  
|Richard S. Sokolov  |  | 55  |  | President and Chief Operating Officer                                    
|Hans C. Mautner     |  | 67  |  | Chairman, Simon Global Limited and President, International Division     
|Gary L. Lewis       |  | 46  |  | Executive Vice President  Leasing                                       
|Stephen E. Sterrett |  | 49  |  | Executive Vice President and Chief Financial Officer                     
|J. Scott Mumphrey   |  | 53  |  | Executive Vice President  Property Management                           
|John Rulli          |  | 48  |  | Executive Vice President  Chief Operating Officer  Operating Properties
|James M. Barkley    |  | 53  |  | General Counsel; Secretary                                               
|Andrew A. Juster    |  | 52  |  | Senior Vice President and Treasurer                                      

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Set
forth below is a summary of the business experience of the executive officers of Simon Property. The executive officers of Simon Property serve at the pleasure of
the Board of Directors. For biographical information of Melvin Simon, Herbert Simon, David Simon, Hans C. Mautner, and Richard S. Sokolov, see Item 10 of this report.

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Mr. Lewis
is the Executive Vice President  Leasing of Simon Property. Mr. Lewis joined Melvin Simon & Associates ("MSA") in 1986 and held
various positions with MSA and Simon Property prior to becoming Executive Vice President in charge of Leasing of Simon Property in 2002.

Mr. Sterrett
serves as Simon Property's Executive Vice President and Chief Financial Officer. He joined MSA in 1989 and held various positions with MSA until 1993 when he became
Simon Property's Senior Vice President and Treasurer. He became Simon Property's Chief Financial Officer in 2001.

Mr. Mumphrey
serves as Simon Property's Executive Vice President  Property Management. He joined MSA in 1974 and also held various positions with MSA
before becoming Senior Vice President of property management in 1993. In 2000, he became the President of Simon Business Network. Mr. Mumphrey became Executive Vice
President  Property Management in 2002.

Mr. Rulli
serves as Simon Property's Executive Vice President  Chief Operating OfficerOperating Properties and served as Executive Vice
President and Chief Administrative Officer for the majority of 2003. He joined MSA in 1988 and held various positions with MSA before becoming Simon Property's Executive Vice President in 1993 and
Chief Administrative Officer in 2000. In December 2003, he was appointed to Executive Vice President  Chief Operating Officer  Operating
Properties.

Mr. Barkley
serves as Simon Property's General Counsel and Secretary. Mr. Barkley holds the same position for MSA. He joined MSA in 1978 as Assistant General Counsel for
Development Activity.

Mr. Juster
serves as Simon Property's Senior Vice President and Treasurer. He joined MSA in 1989 and held various financial positions with MSA until 1993 and thereafter has held
various positions with Simon Property. Mr. Juster became Treasurer in 2001.

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Item 2. Properties



Our Properties primarily consist of regional malls, Premium Outlets, community shopping centers, and other properties. Our Properties contain an aggregate of
approximately 202 million square feet of GLA, of which we own approximately 121 million square feet ("Owned GLA"). Total estimated retail sales at the Properties in 2004 were
approximately $48 billion.

Regional
malls generally contain two or more anchors and 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 200,000 to 2.6 million square feet of GLA, with all
but four regional malls over 400,000 square feet. Our regional malls contain in the aggregate more than 18,200 occupied stores, including approximately 700 anchors, which are mostly national
retailers. Our regional mall totals include certain life-style centers when the center contains a traditional department store anchor.

Community
shopping centers are generally unenclosed and smaller than regional malls. Our 71 community shopping centers generally range in size from approximately 50,000 to 950,000
square feet of GLA. Community shopping centers generally are of three types. First, we own "power centers" that are designed to serve a larger trade area and contain at least two anchors, and usually
as many as 5 to 7 other tenants, that are usually national retailers among the leaders in their markets and occupy more than 70% of the GLA in the center. Second, we own traditional community 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 also own open air centers adjacent to our regional malls designed to take advantage of the drawing power of the mall. Our community center totals also include
life-style centers when the center does not contain a traditional department store anchor.

Premium
Outlets generally contain a wide variety of retailers located in open-air manufacturer's outlet centers. Our 31 Premium Outlets range in size from approximately
75,000 to 840,000 square feet of GLA. The Premium Outlets 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 23 other Properties, which are comprised of retail and office Properties. The other Properties range in size from approximately 60,000 to 819,000 square feet
of GLA. Two of these Properties contain primarily office space. The combined office and other Properties total less than 3.5% of our total GLA and no more than 2% of our total operating income before
depreciation.

The
following table provides data as of December 31, 2004:

Regional Malls

Premium Outlets®

Community Centers

Other% of total annualized base rent

80.0
%
10.5
%
5.5
%
4.0
%% of total GLA

81.6
%
5.7
%
9.3
%
3.4
%% of Owned GLA

73.9
%
9.5
%
11.1
%
5.5
%


As
of December 31, 2004, approximately 92.7% of the Mall and Freestanding Owned GLA in regional malls and the retail space of the other Properties was leased,
approximately 99.3% of Owned GLA in the Premium Outlets was leased and approximately 91.9% of Owned GLA in the community shopping centers was leased.

We
own 100% of 209 of our 296 Properties, control 20 Properties in which we have a joint venture interest, and hold the remaining 67 Properties through unconsolidated joint venture
interests. We are the managing or co-managing general partner or member of 287 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 Outlets, and community centers located in the United States as of December 31, 2004.

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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 |  | 69.9  | % | 426,315             |  | 212,897
|2.  |  | Anderson Mall       |  | SC |  | Anderson (Greenville)           |  | Fee                           |  | 100.0 | %         | Built 1972    |  | 87.3  | % | 404,394             |  | 212,667
|3.  |  | Apple Blossom Mall  |  | VA |  | Winchester                      |  | Fee                           |  | 49.1  | % (4)     | Acquired 1999 |  | 82.7  | % | 229,011             |  | 213,381
|4.  |  | Arsenal Mall        |  | MA |  | Watertown (Boston)              |  | Fee                           |  | 100.0 | %         | Acquired 1999 |  | 93.5  | % | 191,395             |  | 310,546
|5.  |  | Atrium Mall         |  | MA |  | Chestnut Hill (Boston)          |  | Fee                           |  | 49.1  | % (4)     | Acquired 1999 |  | 97.8  | % |                    |  | 206,591
|6.  |  | Auburn Mall         |  | MA |  | Auburn (Boston)                 |  | Fee                           |  | 49.1  | % (4)     | Acquired 1999 |  | 95.8  | % | 417,620             |  | 174,366
|7.  |  | Aurora Mall         |  | CO |  | Aurora (Denver)                 |  | Fee                           |  | 100.0 | %         | Acquired 1998 |  | 79.8  | % | 611,637             |  | 418,551
|8.  |  | Aventura Mall (5)   |  | FL |  | Miami Beach                     |  | Fee                           |  | 33.3  | % (4)     | Built 1983    |  | 98.1  | % | 1,242,098           |  | 662,423
|9.  |  | Avenues, The        |  | FL |  | Jacksonville                    |  | Fee                           |  | 25.0  | % (4) (2) | Built 1990    |  | 95.3  | % | 754,956             |  | 362,554
|10. |  | Bangor Mall         |  | ME |  | Bangor                          |  | Fee                           |  | 66.4  | % (15)    | Acquired 2003 |  | 87.5  | % | 416,582             |  | 236,753
|11. |  | Barton Creek Square |  | TX |  | Austin                          |  | Fee                           |  | 100.0 | %         | Built 1981    |  | 99.6  | % | 922,266             |  | 507,906
|12. |  | Battlefield Mall    |  | MO |  | Springfield                     |  | Fee and Ground Lease (2056)   |  | 100.0 | %         | Built 1970    |  | 98.5  | % | 770,111             |  | 423,399
|13. |  | Bay Park Square     |  | WI |  | Green Bay                       |  | Fee                           |  | 100.0 | %         | Built 1980    |  | 96.6  | % | 447,508             |  | 268,378
|14. |  | Biltmore Square     |  | NC |  | Asheville                       |  | Fee                           |  | 100.0 | %         | Built 1989    |  | 73.5  | % | 242,576             |  | 251,285
|15. |  | Bowie Town Center   |  | MD |  | Bowie (Washington, D.C.)        |  | Fee                           |  | 100.0 | %         | Built 2001    |  | 100.0 | % | 338,567             |  | 328,698
|16. |  | Boynton Beach Mall  |  | FL |  | Boynton Beach (W. Palm Beach)   |  | Fee                           |  | 100.0 | %         | Built 1985    |  | 94.6  | % | 883,720             |  | 299,843
|17. |  | Brea Mall           |  | CA |  | Brea (Orange County)            |  | Fee                           |  | 100.0 | %         | Acquired 1998 |  | 98.5  | % | 874,802             |  | 442,557
|18. |  | Broadway Square     |  | TX |  | Tyler                           |  | Fee                           |  | 100.0 | %         | Acquired 1994 |  | 95.6  | % | 427,730             |  | 189,388
|19. |  | Brunswick Square    |  | NJ |  | East Brunswick (New York)       |  | Fee                           |  | 100.0 | %         | Built 1973    |  | 96.4  | % | 467,626             |  | 301,415
|20. |  | Burlington Mall     |  | MA |  | Burlington (Boston)             |  | Ground Lease (2048)           |  | 100.0 | %         | Acquired 1998 |  | 99.0  | % | 836,236             |  | 410,439
|21. |  | Cape Cod Mall       |  | MA |  | Hyannis (Barnstable  Yarmouth) |  | Ground Leases (2009-2073) (7) |  | 49.1  | % (4)     | Acquired 1999 |  | 100.0 | % | 420,199             |  | 303,966
|22. |  | Castleton Square    |  | IN |  | Indianapolis                    |  | Fee                           |  | 100.0 | %         | Built 1972    |  | 96.0  | % | 1,105,913           |  | 363,264

13

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                |  |    |  |                                      |  |                                 |  |       |        |               |  |       |   | Gross Leasable Area |  |            
|--- |  | ------------------------------ |  | -- |  | ------------------------------------ |  | ------------------------------- |  | ----- | ------ | ------------- |  | ----- | - | ------------------- |  | -----------
|
|23. |  | Century III Mall               |  | PA |  | West Mifflin (Pittsburgh)            |  | Fee                             |  | 100.0 | %      | Built 1979    |  | 85.3  | % | 831,439             |  | 454,993    
|24. |  | Charlottesville Fashion Square |  | VA |  | Charlottesville                      |  | Ground Lease (2076)             |  | 100.0 | %      | Acquired 1997 |  | 100.0 | % | 381,153             |  | 191,236    
|25. |  | Chautauqua Mall                |  | NY |  | Lakewood (Jamestown)                 |  | Fee                             |  | 100.0 | %      | Built 1971    |  | 91.5  | % | 213,320             |  | 218,646    
|26. |  | Cheltenham Square              |  | PA |  | Philadelphia                         |  | Fee                             |  | 100.0 | %      | Built 1981    |  | 92.3  | % | 368,266             |  | 271,394    
|27. |  | Chesapeake Square              |  | VA |  | Chesapeake (Norfolk-VA Beach)        |  | Fee and Ground Lease (2062)     |  | 75.0  | % (12) | Built 1989    |  | 96.3  | % | 537,279             |  | 271,291    
|28. |  | Cielo Vista Mall               |  | TX |  | El Paso                              |  | Fee and Ground Lease (2005) (7) |  | 100.0 | %      | Built 1974    |  | 95.8  | % | 793,716             |  | 399,387    
|29. |  | Circle Centre                  |  | IN |  | Indianapolis                         |  | Property Lease (2097)           |  | 14.7  | % (4)  | Built 1995    |  | 85.2  | % | 350,000             |  | 441,037 (19
|30. |  | College Mall                   |  | IN |  | Bloomington                          |  | Fee and Ground Lease (2048) (7) |  | 100.0 | %      | Built 1965    |  | 93.8  | % | 356,887             |  | 235,197    
|31. |  | Columbia Center                |  | WA |  | Kennewick                            |  | Fee                             |  | 100.0 | %      | Acquired 1987 |  | 96.4  | % | 408,052             |  | 333,727    
|32. |  | Copley Place                   |  | MA |  | Boston                               |  | Fee                             |  | 98.1  | %      | Acquired 2002 |  | 95.3  | % | 104,332             |  | 1,108,133  
|33. |  | Coral Square                   |  | FL |  | Coral Springs (Miami-Ft. Lauderdale) |  | Fee                             |  | 97.2  | %      | Built 1984    |  | 96.2  | % | 648,144             |  | 296,873    
|34. |  | Cordova Mall                   |  | FL |  | Pensacola                            |  | Fee                             |  | 100.0 | %      | Acquired 1998 |  | 89.3  | % | 437,477             |  | 395,875    
|35. |  | Cottonwood Mall                |  | NM |  | Albuquerque                          |  | Fee                             |  | 100.0 | %      | Built 1996    |  | 91.5  | % | 631,556             |  | 410,124    
|36. |  | Crossroads Mall                |  | NE |  | Omaha                                |  | Fee                             |  | 100.0 | %      | Acquired 1994 |  | 78.9  | % | 609,669             |  | 248,841    
|37. |  | Crystal Mall                   |  | CT |  | Waterford (New London-Norwich)       |  | Fee                             |  | 74.6  | % (4)  | Acquired 1998 |  | 94.9  | % | 442,311             |  | 351,515    
|38. |  | Crystal River Mall             |  | FL |  | Crystal River                        |  | Fee                             |  | 100.0 | %      | Built 1990    |  | 89.5  | % | 302,495             |  | 121,847    
|39. |  | Dadeland Mall                  |  | FL |  | N. Miami Beach                       |  | Fee                             |  | 50.0  | % (4)  | Acquired 1997 |  | 97.7  | % | 1,132,072           |  | 335,565    
|40. |  | DeSoto Square                  |  | FL |  | Bradenton (Sarasota-Bradenton)       |  | Fee                             |  | 100.0 | %      | Built 1973    |  | 92.1  | % | 435,467             |  | 254,786    
|41. |  | Eastland Mall                  |  | IN |  | Evansville                           |  | Fee                             |  | 50.0  | % (4)  | Acquired 1998 |  | 95.3  | % | 532,955             |  | 365,956    

14

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                      |  |    |  |                                           |  |                                 |  |       |       |               |  |      |   | Gross Leasable Area |  |          
|--- |  | ------------------------------------ |  | -- |  | ----------------------------------------- |  | ------------------------------- |  | ----- | ----- | ------------- |  | ---- | - | ------------------- |  | ---------
|
|42. |  | Eastland Mall                        |  | OK |  | Tulsa                                     |  | Fee                             |  | 100.0 | %     | Built 1986    |  | 53.6 | % | 435,843             |  | 264,841  
|43. |  | Edison Mall                          |  | FL |  | Fort Myers                                |  | Fee                             |  | 100.0 | %     | Acquired 1997 |  | 93.0 | % | 742,667             |  | 299,622  
|44. |  | Emerald Square                       |  | MA |  | North Attleboro (Providence  Fall River) |  | Fee                             |  | 49.1  | % (4) | Acquired 1999 |  | 98.0 | % | 647,372             |  | 374,011  
|45. |  | Empire Mall (5)                      |  | SD |  | Sioux Falls                               |  | Fee and Ground Lease (2013) (7) |  | 50.0  | % (4) | Acquired 1998 |  | 88.2 | % | 497,341             |  | 551,245  
|46. |  | Fashion Centre at Pentagon City, The |  | VA |  | Arlington (Washington, DC)                |  | Fee                             |  | 42.5  | % (4) | Built 1989    |  | 99.4 | % | 472,729             |  | 518,046  
|47. |  | Fashion Mall at Keystone, The        |  | IN |  | Indianapolis                              |  | Ground Lease (2067)             |  | 100.0 | %     | Acquired 1997 |  | 96.8 | % | 249,721             |  | 398,403  
|48. |  | Fashion Valley Mall                  |  | CA |  | San Diego                                 |  | Fee                             |  | 50.0  | % (4) | Acquired 2001 |  | 97.6 | % | 1,053,305           |  | 654,697  
|49. |  | Florida Mall, The                    |  | FL |  | Orlando                                   |  | Fee                             |  | 50.0  | % (4) | Built 1986    |  | 97.6 | % | 1,232,416           |  | 615,508  
|50. |  | Forest Mall                          |  | WI |  | Fond Du Lac                               |  | Fee                             |  | 100.0 | %     | Built 1973    |  | 83.1 | % | 327,260             |  | 173,393  
|51. |  | Forum Shops at Caesars, The          |  | NV |  | Las Vegas                                 |  | Ground Lease (2050)             |  | 100.0 | %     | Built 1992    |  | 97.9 | % |                    |  | 635,741  
|52. |  | Galleria, The                        |  | TX |  | Houston                                   |  | Fee                             |  | 31.5  | % (4) | Acquired 2002 |  | 92.6 | % | 1,300,466           |  | 1,102,436
|53. |  | Granite Run Mall                     |  | PA |  | Media (Philadelphia)                      |  | Fee                             |  | 50.0  | % (4) | Acquired 1998 |  | 93.7 | % | 500,809             |  | 546,249  
|54. |  | Great Lakes Mall                     |  | OH |  | Mentor (Cleveland)                        |  | Fee                             |  | 100.0 | %     | Built 1961    |  | 85.4 | % | 879,300             |  | 422,727  
|55. |  | Greendale Mall                       |  | MA |  | Worcester (Boston)                        |  | Fee and Ground Lease (2009) (7) |  | 49.1  | % (4) | Acquired 1999 |  | 93.4 | % | 132,634             |  | 298,703  
|56. |  | Greenwood Park Mall                  |  | IN |  | Greenwood (Indianapolis)                  |  | Fee                             |  | 100.0 | %     | Acquired 1979 |  | 95.2 | % | 909,928             |  | 414,737  
|57. |  | Gulf View Square                     |  | FL |  | Port Richey (Tampa-St. Pete)              |  | Fee                             |  | 100.0 | %     | Built 1980    |  | 95.6 | % | 461,852             |  | 292,059  
|58. |  | Gwinnett Place                       |  | GA |  | Duluth (Atlanta)                          |  | Fee                             |  | 50.0  | % (4) | Acquired 1998 |  | 86.3 | % | 843,609             |  | 434,067  
|59. |  | Haywood Mall                         |  | SC |  | Greenville                                |  | Fee and Ground Lease (2017) (7) |  | 100.0 | %     | Acquired 1998 |  | 95.8 | % | 902,400             |  | 330,255  
|60. |  | Highland Mall (5)                    |  | TX |  | Austin                                    |  | Fee and Ground Lease (2070)     |  | 50.0  | % (4) | Acquired 1998 |  | 90.2 | % | 732,000             |  | 359,671  
|61. |  | Independence Center                  |  | MO |  | Independence (Kansas City)                |  | Fee                             |  | 100.0 | %     | Acquired 1994 |  | 98.8 | % | 499,284             |  | 521,445  
|62. |  | Indian River Mall                    |  | FL |  | Vero Beach                                |  | Fee                             |  | 50.0  | % (4) | Built 1996    |  | 86.8 | % | 445,552             |  | 302,456  

15

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                            |  |    |  |                                   |  |                                 |  |       |            |               |  |      |   | Gross Leasable Area |  |        
|--- |  | -------------------------- |  | -- |  | --------------------------------- |  | ------------------------------- |  | ----- | ---------- | ------------- |  | ---- | - | ------------------- |  | -------
|
|63. |  | Ingram Park Mall           |  | TX |  | San Antonio                       |  | Fee                             |  | 100.0 | %          | Built 1979    |  | 96.0 | % | 751,704             |  | 378,284
|64. |  | Irving Mall                |  | TX |  | Irving (Dallas-Ft. Worth)         |  | Fee                             |  | 100.0 | %          | Built 1971    |  | 97.4 | % | 722,049             |  | 408,688
|65. |  | Jefferson Valley Mall      |  | NY |  | Yorktown Heights (New York)       |  | Fee                             |  | 100.0 | %          | Built 1983    |  | 97.2 | % | 310,095             |  | 276,709
|66. |  | Knoxville Center           |  | TN |  | Knoxville                         |  | Fee                             |  | 100.0 | %          | Built 1984    |  | 83.0 | % | 597,028             |  | 383,830
|67. |  | La Plaza Mall              |  | TX |  | McAllen                           |  | Fee and Ground Lease (2040) (7) |  | 100.0 | %          | Built 1976    |  | 98.3 | % | 776,397             |  | 426,765
|68. |  | Lafayette Square           |  | IN |  | Indianapolis                      |  | Fee                             |  | 100.0 | %          | Built 1968    |  | 87.1 | % | 937,223             |  | 270,158
|69. |  | Laguna Hills Mall          |  | CA |  | Laguna Hills (Orange County)      |  | Fee                             |  | 100.0 | %          | Acquired 1997 |  | 98.5 | % | 536,500             |  | 330,736
|70. |  | Lake Square Mall           |  | FL |  | Leesburg (Orlando)                |  | Fee                             |  | 50.0  | % (4)      | Acquired 1998 |  | 84.2 | % | 296,037             |  | 264,777
|71. |  | Lakeline Mall              |  | TX |  | Austin                            |  | Fee                             |  | 100.0 | %          | Built 1995    |  | 92.2 | % | 745,179             |  | 355,463
|72. |  | Lehigh Valley Mall         |  | PA |  | Whitehall (Allentown  Bethlehem) |  | Fee                             |  | 37.6  | % (4) (15) | Acquired 2003 |  | 94.4 | % | 564,353             |  | 494,641
|73. |  | Lenox Square               |  | GA |  | Atlanta                           |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 92.3 | % | 821,356             |  | 663,328
|74. |  | Liberty Tree Mall          |  | MA |  | Danvers (Boston)                  |  | Fee                             |  | 49.1  | % (4)      | Acquired 1999 |  | 97.9 | % | 498,000             |  | 359,075
|75. |  | Lima Mall                  |  | OH |  | Lima                              |  | Fee                             |  | 100.0 | %          | Built 1965    |  | 92.1 | % | 541,861             |  | 204,014
|76. |  | Lincolnwood Town Center    |  | IL |  | Lincolnwood (Chicago)             |  | Fee                             |  | 100.0 | %          | Built 1990    |  | 96.9 | % | 220,830             |  | 200,632
|77. |  | Lindale Mall (5)           |  | IA |  | Cedar Rapids                      |  | Fee                             |  | 50.0  | % (4)      | Acquired 1998 |  | 86.7 | % | 305,563             |  | 386,975
|78. |  | Livingston Mall            |  | NJ |  | Livingston (New York)             |  | Fee                             |  | 100.0 | %          | Acquired 1998 |  | 97.1 | % | 616,128             |  | 363,898
|79. |  | Longview Mall              |  | TX |  | Longview                          |  | Fee                             |  | 100.0 | %          | Built 1978    |  | 82.5 | % | 402,843             |  | 209,983
|80. |  | Mall at Chestnut Hill, The |  | MA |  | Newton (Boston)                   |  | Lease (2039) (9)                |  | 47.2  | % (4)      | Acquired 2002 |  | 97.5 | % | 297,253             |  | 180,946
|81. |  | Mall at Rockingham Park    |  | NH |  | Salem (Boston)                    |  | Fee                             |  | 24.6  | % (4)      | Acquired 1999 |  | 99.1 | % | 638,111             |  | 382,046
|82. |  | Mall of Georgia            |  | GA |  | Mill Creek (Atlanta)              |  | Fee                             |  | 50.0  | % (4)      | Built 1999    |  | 92.5 | % | 1,069,590           |  | 715,774
|83. |  | Mall of New Hampshire      |  | NH |  | Manchester (Boston)               |  | Fee                             |  | 49.1  | % (4)      | Acquired 1999 |  | 97.8 | % | 444,889             |  | 362,010
|84. |  | Maplewood Mall             |  | MN |  | Minneapolis                       |  | Fee                             |  | 100.0 | %          | Acquired 2002 |  | 96.5 | % | 588,822             |  | 339,302
|85. |  | Markland Mall              |  | IN |  | Kokomo                            |  | Ground Lease (2041)             |  | 100.0 | %          | Built 1968    |  | 94.4 | % | 273,094             |  | 142,149

16

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                          |  |    |  |                                |  |                                  |  |       |            |               |  |      |   | Gross Leasable Area |  |        
|---- |  | ------------------------ |  | -- |  | ------------------------------ |  | -------------------------------- |  | ----- | ---------- | ------------- |  | ---- | - | ------------------- |  | -------
|
|86.  |  | McCain Mall              |  | AR |  | N. Little Rock                 |  | Fee and Ground Lease (2032) (10) |  | 100.0 | %          | Built 1973    |  | 97.5 | % | 554,156             |  | 222,340
|87.  |  | Melbourne Square         |  | FL |  | Melbourne                      |  | Fee                              |  | 100.0 | %          | Built 1982    |  | 88.4 | % | 471,173             |  | 258,729
|88.  |  | Menlo Park Mall          |  | NJ |  | Edison (New York)              |  | Fee                              |  | 100.0 | %          | Acquired 1997 |  | 94.5 | % | 527,591             |  | 755,332
|89.  |  | Mesa Mall (5)            |  | CO |  | Grand Junction                 |  | Fee                              |  | 50.0  | % (4)      | Acquired 1998 |  | 86.2 | % | 425,817             |  | 440,141
|90.  |  | Metrocenter              |  | AZ |  | Phoenix                        |  | Fee                              |  | 50.0  | % (4) (18) | Acquired 1998 |  | 90.3 | % | 876,027             |  | 515,946
|91.  |  | Miami International Mall |  | FL |  | South Miami                    |  | Fee                              |  | 47.8  | % (4)      | Built 1982    |  | 95.0 | % | 783,308             |  | 293,366
|92.  |  | Midland Park Mall        |  | TX |  | Midland                        |  | Fee                              |  | 100.0 | %          | Built 1980    |  | 92.6 | % | 339,113             |  | 278,980
|93.  |  | Miller Hill Mall         |  | MN |  | Duluth                         |  | Ground Lease (2008)              |  | 100.0 | %          | Built 1973    |  | 96.5 | % | 429,508             |  | 379,651
|94.  |  | Montgomery Mall          |  | PA |  | Montgomeryville (Philadelphia) |  | Fee                              |  | 53.5  | % (15)     | Acquired 2003 |  | 91.9 | % | 684,855             |  | 435,540
|95.  |  | Muncie Mall              |  | IN |  | Muncie                         |  | Fee                              |  | 100.0 | %          | Built 1970    |  | 99.5 | % | 435,756             |  | 214,360
|96.  |  | Nanuet Mall              |  | NY |  | Nanuet (New York)              |  | Fee                              |  | 100.0 | %          | Acquired 1998 |  | 90.5 | % | 583,711             |  | 332,903
|97.  |  | North East Mall          |  | TX |  | Hurst (Dallas-Ft. Worth)       |  | Fee                              |  | 100.0 | %          | Built 1971    |  | 97.3 | % | 1,194,589           |  | 467,610
|98.  |  | Northfield Square Mall   |  | IL |  | Bourbonnais (Chicago)          |  | Fee                              |  | 31.6  | % (12)     | Built 1990    |  | 75.0 | % | 310,994             |  | 247,535
|99.  |  | Northgate Mall           |  | WA |  | Seattle                        |  | Fee                              |  | 100.0 | %          | Acquired 1987 |  | 94.1 | % | 688,391             |  | 297,324
|100. |  | Northlake Mall           |  | GA |  | Atlanta                        |  | Fee                              |  | 100.0 | %          | Acquired 1998 |  | 96.2 | % | 665,745             |  | 297,027
|101. |  | NorthPark Mall           |  | IA |  | Davenport                      |  | Fee                              |  | 50.0  | % (4)      | Acquired 1998 |  | 84.7 | % | 651,533             |  | 425,218
|102. |  | Northshore Mall          |  | MA |  | Peabody (Boston)               |  | Fee                              |  | 49.1  | % (4)      | Acquired 1999 |  | 91.2 | % | 989,277             |  | 697,782
|103. |  | Northwoods Mall          |  | IL |  | Peoria                         |  | Fee                              |  | 100.0 | %          | Acquired 1983 |  | 96.7 | % | 472,969             |  | 223,816
|104. |  | Oak Court Mall           |  | TN |  | Memphis                        |  | Fee                              |  | 100.0 | %          | Acquired 1997 |  | 97.9 | % | 535,000             |  | 318,098
|105. |  | Orange Park Mall         |  | FL |  | Orange Park (Jacksonville)     |  | Fee                              |  | 100.0 | %          | Acquired 1994 |  | 96.1 | % | 534,180             |  | 389,232

17

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                                       |  |    |  |                                |  |                                 |  |        |          |               |  |      |   | Gross Leasable Area |  |          
|---- |  | ------------------------------------- |  | -- |  | ------------------------------ |  | ------------------------------- |  | ------ | -------- | ------------- |  | ---- | - | ------------------- |  | ---------
|
|106. |  | Orland Square                         |  | IL |  | Orland Park (Chicago)          |  | Fee                             |  | 100.0% |          | Acquired 1997 |  | 98.2 | % | 773,295             |  | 436,343  
|107. |  | Oxford Valley Mall                    |  | PA |  | Langhorne (Philadelphia)       |  | Fee                             |  | 63.2%  | (15)     | Acquired 2003 |  | 89.9 | % | 762,558             |  | 503,488  
|108. |  | Paddock Mall                          |  | FL |  | Ocala                          |  | Fee                             |  | 100.0% |          | Built 1980    |  | 94.4 | % | 387,378             |  | 166,851  
|109. |  | Palm Beach Mall                       |  | FL |  | West Palm Beach                |  | Fee                             |  | 100.0% |          | Built 1967    |  | 96.0 | % | 749,288             |  | 334,919  
|110. |  | Penn Square Mall                      |  | OK |  | Oklahoma City                  |  | Ground Lease (2060)             |  | 94.5%  |          | Acquired 2002 |  | 98.2 | % | 588,137             |  | 443,798  
|111. |  | Pheasant Lane Mall                    |  | NH |  | Nashua (Boston)                |  | (14)                            |  |        | (14)     | Acquired 2002 |  | 98.2 | % | 675,759             |  | 313,478  
|112. |  | Phipps Plaza                          |  | GA |  | Atlanta                        |  | Fee                             |  | 100.0% |          | Acquired 1998 |  | 87.5 | % | 472,385             |  | 346,801  
|113. |  | Plaza & Court at King of Prussia, The |  | PA |  | King of Prussia (Philadelphia) |  | Fee                             |  | 12.4%  | (4) (15) | Acquired 2003 |  | 96.8 | % | 1,545,812           |  | 1,074,658
|114. |  | Plaza Carolina                        |  | PR |  | Carolina (San Juan)            |  | Fee                             |  | 100.0% |          | 2004          |  | 94.4 | % | 504,796             |  | 608,089  
|115. |  | Port Charlotte Town Center            |  | FL |  | Port Charlotte (Punta Gorda)   |  | Ground Lease (2064)             |  | 80.0%  | (12)     | Built 1989    |  | 87.4 | % | 458,554             |  | 321,871  
|116. |  | Prien Lake Mall                       |  | LA |  | Lake Charles                   |  | Fee and Ground Lease (2025) (7) |  | 100.0% |          | Built 1972    |  | 91.2 | % | 644,124             |  | 178,697  
|117. |  | Quaker Bridge Mall                    |  | NJ |  | Lawrenceville                  |  | Fee                             |  | 38.0%  | (4) (15) | Acquired 2003 |  | 94.9 | % | 686,760             |  | 415,230  
|118. |  | Raleigh Springs Mall                  |  | TN |  | Memphis                        |  | Fee and Ground Lease (2018) (7) |  | 100.0% |          | Built 1971    |  | 77.1 | % | 691,230             |  | 226,323  
|119. |  | Richardson Square Mall                |  | TX |  | Richardson (Dallas-Ft. Worth)  |  | Fee                             |  | 100.0% |          | Built 1977    |  | 80.2 | % | 471,436             |  | 284,000  
|120. |  | Richmond Town Square                  |  | OH |  | Richmond Heights (Cleveland)   |  | Fee                             |  | 100.0% |          | Built 1966    |  | 97.5 | % | 685,251             |  | 331,752  
|121. |  | River Oaks Center                     |  | IL |  | Calumet City (Chicago)         |  | Fee                             |  | 100.0% |          | Acquired 1997 |  | 96.2 | % | 834,588             |  | 545,236  
|122. |  | Rockaway Townsquare                   |  | NJ |  | Rockaway (New York)            |  | Fee                             |  | 100.0% |          | Acquired 1998 |  | 93.0 | % | 786,626             |  | 462,881  
|123. |  | Rolling Oaks Mall                     |  | TX |  | San Antonio                    |  | Fee                             |  | 100.0% |          | Built 1988    |  | 75.5 | % | 596,984             |  | 292,917  
|124. |  | Roosevelt Field                       |  | NY |  | Garden City (New York)         |  | Fee and Ground Lease (2090) (7) |  | 100.0% |          | Acquired 1998 |  | 96.7 | % | 1,430,425           |  | 759,516  
|125. |  | Ross Park Mall                        |  | PA |  | Pittsburgh                     |  | Fee                             |  | 100.0% |          | Built 1986    |  | 93.9 | % | 827,015             |  | 406,764  
|126. |  | Rushmore Mall (5)                     |  | SD |  | Rapid City                     |  | Fee                             |  | 50.0%  | (4)      | Acquired 1998 |  | 90.8 | % | 470,660             |  | 364,948  
|127. |  | Santa Rosa Plaza                      |  | CA |  | Santa Rosa                     |  | Fee                             |  | 100.0% |          | Acquired 1998 |  | 94.0 | % | 428,258             |  | 269,950  
|128. |  | Seminole Towne Center                 |  | FL |  | Sanford (Orlando)              |  | Fee                             |  | 45.0%  | (4) (2)  | Built 1995    |  | 87.3 | % | 768,798             |  | 384,803  

18

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                                  |  |    |  |                               |  |                                |  |       |           |               |  |       |   | Gross Leasable Area |  |        
|---- |  | -------------------------------- |  | -- |  | ----------------------------- |  | ------------------------------ |  | ----- | --------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|129. |  | Shops at Mission Viejo Mall, The |  | CA |  | Mission Viejo (Orange County) |  | Fee                            |  | 100.0 | %         | Built 1979    |  | 100.0 | % | 677,215             |  | 472,409
|130. |  | Shops at Sunset Place, The       |  | FL |  | Miami                         |  | Fee                            |  | 37.5  | % (4) (2) | Built 1999    |  | 87.8  | % |                    |  | 514,974
|131. |  | Smith Haven Mall                 |  | NY |  | Lake Grove (New York)         |  | Fee                            |  | 25.0  | % (4)     | Acquired 1995 |  | 93.0  | % | 902,595             |  | 455,084
|132. |  | Solomon Pond Mall                |  | MA |  | Marlborough (Boston)          |  | Fee                            |  | 49.1  | % (4)     | Acquired 1999 |  | 96.2  | % | 538,843             |  | 371,338
|133. |  | Source, The                      |  | NY |  | Westbury (New York)           |  | Fee                            |  | 25.5  | % (4) (2) | Built 1997    |  | 92.1  | % | 210,798             |  | 516,283
|134. |  | South Hills Village              |  | PA |  | Pittsburgh                    |  | Fee                            |  | 100.0 | %         | Acquired 1997 |  | 83.0  | % | 655,987             |  | 457,939
|135. |  | South Shore Plaza                |  | MA |  | Braintree (Boston)            |  | Fee                            |  | 100.0 | %         | Acquired 1998 |  | 96.3  | % | 847,603             |  | 615,019
|136. |  | Southern Hills Mall (5)          |  | IA |  | Sioux City                    |  | Fee                            |  | 50.0  | % (4)     | Acquired 1998 |  | 83.0  | % | 372,937             |  | 431,254
|137. |  | Southern Park Mall               |  | OH |  | Boardman (Youngstown)         |  | Fee                            |  | 100.0 | %         | Built 1970    |  | 95.1  | % | 811,858             |  | 386,481
|138. |  | Southgate Mall                   |  | AZ |  | Yuma                          |  | Fee                            |  | 100.0 | %         | Acquired 1988 |  | 97.2  | % | 252,264             |  | 68,850 
|139. |  | Southpark Mall                   |  | IL |  | Moline (Davenport  Moline)   |  | Fee                            |  | 50.0  | % (4)     | Acquired 1998 |  | 84.8  | % | 578,056             |  | 447,879
|140. |  | SouthPark Mall                   |  | NC |  | Charlotte                     |  | Fee & Ground Lease (2040) (11) |  | 100.0 | %         | Acquired 2002 |  | 94.1  | % | 964,742             |  | 456,171
|141. |  | SouthRidge Mall (5)              |  | IA |  | Des Moines                    |  | Fee                            |  | 50.0  | % (4)     | Acquired 1998 |  | 65.9  | % | 497,806             |  | 504,332
|142. |  | Square One Mall                  |  | MA |  | Saugus (Boston)               |  | Fee                            |  | 49.1  | % (4)     | Acquired 1999 |  | 98.2  | % | 540,101             |  | 324,558
|143. |  | St. Charles Towne Center         |  | MD |  | Waldorf (Washington, D.C.)    |  | Fee                            |  | 100.0 | %         | Built 1990    |  | 94.8  | % | 631,602             |  | 353,951
|144. |  | Stanford Shopping Center         |  | CA |  | Palo Alto (San Francisco)     |  | Ground Lease (2054)            |  | 100.0 | %         | Acquried 2003 |  | 95.5  | % | 849,153             |  | 530,563
|145. |  | Summit Mall                      |  | OH |  | Akron                         |  | Fee                            |  | 100.0 | %         | Built 1965    |  | 94.4  | % | 432,936             |  | 331,302
|146. |  | Sunland Park Mall                |  | TX |  | El Paso                       |  | Fee                            |  | 100.0 | %         | Built 1988    |  | 90.9  | % | 575,837             |  | 342,052
|147. |  | Tacoma Mall                      |  | WA |  | Tacoma                        |  | Fee                            |  | 100.0 | %         | Acquired 1987 |  | 95.7  | % | 924,045             |  | 415,754

19

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                           |  |    |  |                                    |  |                     |  |       |        |               |  |      |   | Gross Leasable Area |  |        
|---- |  | ------------------------- |  | -- |  | ---------------------------------- |  | ------------------- |  | ----- | ------ | ------------- |  | ---- | - | ------------------- |  | -------
|
|148. |  | Tippecanoe Mall           |  | IN |  | Lafayette                          |  | Fee                 |  | 100.0 | %      | Built 1973    |  | 96.7 | % | 537,790             |  | 322,291
|149. |  | Town Center at Boca Raton |  | FL |  | Boca Raton (W. Palm Beach)         |  | Fee                 |  | 100.0 | %      | Acquired 1998 |  | 99.6 | % | 1,067,197           |  | 493,062
|150. |  | Town Center at Cobb       |  | GA |  | Kennesaw (Atlanta)                 |  | Fee                 |  | 50.0  | % (4)  | Acquired 1998 |  | 93.2 | % | 851,346             |  | 422,138
|151. |  | Towne East Square         |  | KS |  | Wichita                            |  | Fee                 |  | 100.0 | %      | Built 1975    |  | 93.7 | % | 779,490             |  | 389,676
|152. |  | Towne West Square         |  | KS |  | Wichita                            |  | Fee                 |  | 100.0 | %      | Built 1980    |  | 83.8 | % | 619,269             |  | 335,778
|153. |  | Treasure Coast Square     |  | FL |  | Jensen Beach (Ft. Pierce)          |  | Fee                 |  | 100.0 | %      | Built 1987    |  | 92.7 | % | 511,372             |  | 357,982
|154. |  | Trolley Square            |  | UT |  | Salt Lake City                     |  | Fee                 |  | 90.0  | %      | Acquired 1986 |  | 83.1 | % |                    |  | 225,735
|155. |  | Tyrone Square             |  | FL |  | St. Petersburg (Tampa-St. Pete)    |  | Fee                 |  | 100.0 | %      | Built 1972    |  | 92.6 | % | 748,269             |  | 376,337
|156. |  | University Mall           |  | AR |  | Little Rock                        |  | Ground Lease (2026) |  | 100.0 | %      | Built 1967    |  | 98.0 | % | 369,015             |  | 153,009
|157. |  | University Mall           |  | FL |  | Pensacola                          |  | Fee                 |  | 100.0 | %      | Acquired 1994 |  | 85.1 | % | 478,449             |  | 230,542
|158. |  | University Park Mall      |  | IN |  | Mishawaka (South Bend)             |  | Fee                 |  | 60.0  | %      | Built 1979    |  | 98.0 | % | 622,508             |  | 320,014
|159. |  | Upper Valley Mall         |  | OH |  | Springfield (Dayton  Springfield) |  | Fee                 |  | 100.0 | %      | Built 1971    |  | 90.1 | % | 479,418             |  | 263,246
|160. |  | Valle Vista Mall          |  | TX |  | Harlingen                          |  | Fee                 |  | 100.0 | %      | Built 1983    |  | 78.5 | % | 389,781             |  | 265,109
|161. |  | Valley Mall               |  | VA |  | Harrisonburg                       |  | Fee                 |  | 50.0  | % (4)  | Acquired 1998 |  | 89.6 | % | 191,343             |  | 179,631
|162. |  | Virginia Center Commons   |  | VA |  | Glen Allen (Richmond)              |  | Fee                 |  | 100.0 | %      | Built 1991    |  | 94.6 | % | 506,639             |  | 280,577
|163. |  | Walt Whitman Mall         |  | NY |  | Huntington Station (New York)      |  | Ground Lease (2012) |  | 100.0 | %      | Acquired 1998 |  | 97.1 | % | 742,214             |  | 292,494
|164. |  | Washington Square         |  | IN |  | Indianapolis                       |  | Fee                 |  | 100.0 | %      | Built 1974    |  | 81.6 | % | 616,109             |  | 307,462
|165. |  | West Ridge Mall           |  | KS |  | Topeka                             |  | Fee                 |  | 100.0 | %      | Built 1988    |  | 83.0 | % | 716,811             |  | 303,464
|166. |  | West Town Mall            |  | TN |  | Knoxville                          |  | Ground Lease (2042) |  | 50.0  | %  (4) | Acquired 1991 |  | 94.8 | % | 878,311             |  | 448,873
|167. |  | Westchester, The          |  | NY |  | White Plains (New York)            |  | Fee                 |  | 40.0  | %  (4) | Acquired 1997 |  | 94.8 | % | 349,393             |  | 477,816
|168. |  | Westminster Mall          |  | CA |  | Westminster (Orange County)        |  | Fee                 |  | 100.0 | %      | Acquired 1998 |  | 89.7 | % | 716,939             |  | 502,347
|169. |  | White Oaks Mall           |  | IL |  | Springfield                        |  | Fee                 |  | 77.5  | %      | Built 1977    |  | 91.8 | % | 724,147             |  | 361,878

20

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                                  |  |    |  |                                         |  |                     |  |             |   |               |  |             |   | Gross Leasable Area |  |        
|---- |  | -------------------------------- |  | -- |  | --------------------------------------- |  | ------------------- |  | ----------- | - | ------------- |  | ----------- | - | ------------------- |  | -------
|
|170. |  | Wolfchase Galleria               |  | TN |  | Memphis                                 |  | Fee                 |  | 94.5        | % | Acquired 2002 |  | 100.0       | % | 761,648             |  | 506,451
|171. |  | Woodland Hills Mall              |  | OK |  | Tulsa                                   |  | Fee                 |  | 94.5        | % | Acquired 2002 |  | 95.2        | % | 709,447             |  | 382,808
|     |  |                                  |  |    |  |                                         |  |                     |  |             |   |               |  |             |   |                     |  |        
|     |  | Total Regional Mall GLA          |  |    |  |                                         |  |                     |  | 102,194,338 |   | 64,577,341    |  | 166,771,679 |   |                    
|     |  |                                  |  |    |  |                                         |  |                     |  |             |   |               |  |             |   |                     |  |        
|     |  | PREMIUM OUTLET CENTERS           |  |    |  |                                         |  |                     |  |             |   |               |  |             |   |                    
|1.   |  | Albertville Premium Outlets      |  | MN |  | Albertville (Minneapolis/St. Paul)      |  | Fee                 |  | 100.0       | % | Acquired 2004 |  | 96.8        | % | 0                   |  | 429,701
|2.   |  | Allen Premium Outlets            |  | TX |  | Allen (Dallas)                          |  | Fee                 |  | 100.0       | % | Acquired 2004 |  | 99.3        | % | 0                   |  | 348,549
|3.   |  | Aurora Farms Premium Outlets     |  | OH |  | Aurora (Cleveland)                      |  | Fee                 |  | 100.0       | % | Acquired 2004 |  | 98.7        | % | 0                   |  | 300,181
|4.   |  | Camarillo Premium Outlets        |  | CA |  | Camarillo (Los Angeles)                 |  | Fee                 |  | 100.0       | % | Acquired 2004 |  | 100.0       | % | 0                   |  | 454,070
|5.   |  | Carlsbad Premium Outlets         |  | CA |  | Carlsbad                                |  | Fee                 |  | 100.0       | % | Acquired 2004 |  | 100.0       | % | 0                   |  | 287,936
|6.   |  | Carolina Premium Outlets         |  | NC |  | Smithfield (Raleigh-Durham-Chapel Hill) |  | Ground Lease (2029) |  | 100.0       | % | Acquired 2004 |  | 100.0       | % | 0                   |  | 439,303
|7.   |  | Chicago Premium Outlets          |  | IL |  | Aurora (Chicago)                        |  | Fee                 |  | 100.0       | % | Built 2004    |  | 100.0       | % | 0                   |  | 437,775
|8.   |  | Clinton Crossing Premium Outlets |  | CT |  | Clinton (Hartford)                      |  | Fee                 |  | 100.0       | % | Acquired 2004 |  | 100.0       | % | 0                   |  | 272,351
|9.   |  | Columbia Gorge Premium Outlets   |  | OR |  | Troutdale (Portland-Vancouver)          |  | Fee                 |  | 100.0       | % | Acquired 2004 |  | 100.0       | % | 0                   |  | 164,039
|10.  |  | Desert Hills Premium Outlets     |  | CA |  | Cabazon (Palm Springs-Los Angeles)      |  | Fee                 |  | 100.0       | % | Acquired 2004 |  | 100.0       | % | 0                   |  | 498,516

21

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                  |  |    |  |                                    |  |                     |  |       |   |               |  |       |   | Gross Leasable Area |  |        
|--- |  | -------------------------------- |  | -- |  | ---------------------------------- |  | ------------------- |  | ----- | - | ------------- |  | ----- | - | ------------------- |  | -------
|
|11. |  | Edinburgh Premium Outlets        |  | IN |  | Edinburgh (Indianapolis)           |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 305,475
|12. |  | Folsom Premium Outlets           |  | CA |  | Folsom (Sacramento)                |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 299,270
|13. |  | Gilroy Premium Outlets           |  | CA |  | Gilroy (San Jose)                  |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 577,265
|14. |  | Kittery Premium Outlets          |  | ME |  | Kittery (Boston)                   |  | Ground Lease (2009) |  | 100.0 | % | Acquired 2004 |  | 94.1  | % | 0                   |  | 150,564
|15. |  | Las Vegas Premium Outlets        |  | NV |  | Las Vegas                          |  | Fee                 |  | 100.0 | % | Built 2003    |  | 100.0 | % | 0                   |  | 434,978
|16. |  | Leesburg Corner Premium Outlets  |  | VA |  | Leesburg (Washington DC)           |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 463,288
|17. |  | Liberty Village Premium Outlets  |  | NJ |  | Flemington (New York-Philadelphia) |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.3  | % | 0                   |  | 173,645
|18. |  | Lighthouse Place Premium Outlets |  | IN |  | Michigan City (Chicago)            |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.4  | % | 0                   |  | 475,806
|19. |  | Napa Premium Outlets             |  | CA |  | Napa (Napa Valley)                 |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 179,348
|20. |  | North Georgia Premium Outlets    |  | GA |  | Dawsonville (Atlanta)              |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 97.7  | % | 0                   |  | 539,757
|21. |  | Orlando Premium Outlets          |  | FL |  | Orlando                            |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 427,743
|22. |  | Osage Beach Premium Outlets      |  | MO |  | Osage Beach                        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.4  | % | 0                   |  | 391,381
|23. |  | Patriot Plaza                    |  | VA |  | Williamsburg (Norfolk-VA Beach)    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 76,521 

22

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                  |  |    |  |                                |  |                                  |  |       |   |               |  |            |   | Gross Leasable Area |  |        
|--- |  | -------------------------------- |  | -- |  | ------------------------------ |  | -------------------------------- |  | ----- | - | ------------- |  | ---------- | - | ------------------- |  | -------
|
|24. |  | Petaluma Village Premium Outlets |  | CA |  | Petaluma (San Francisco)       |  | Fee                              |  | 100.0 | % | Acquired 2004 |  | 93.2       | % | 0                   |  | 195,837
|25. |  | St. Augustine Premium Outlets    |  | FL |  | St. Augustine (Jacksonsville)  |  | Fee                              |  | 100.0 | % | Acquired 2004 |  | 98.4       | % | 0                   |  | 329,003
|26. |  | The Crossings Premium Outlets    |  | PA |  | Tannersville                   |  | Fee                              |  | 100.0 | % | Acquired 2004 |  | 97.9       | % | 0                   |  | 411,391
|27. |  | Vacaville Premium Outlets        |  | CA |  | Vacaville                      |  | Fee                              |  | 100.0 | % | Acquired 2004 |  | 100.0      | % | 0                   |  | 447,512
|28. |  | Waikele Premium Outlets          |  | HI |  | Waipahu (Honolulu)             |  | Fee                              |  | 100.0 | % | Acquired 2004 |  | 100.0      | % | 0                   |  | 209,846
|29. |  | Waterloo Premium Outlets         |  | NY |  | Waterloo                       |  | Fee                              |  | 100.0 | % | Acquired 2004 |  | 100.0      | % | 0                   |  | 391,519
|30. |  | Woodbury Common Premium Outlets  |  | NY |  | Central Valley (New York City) |  | Fee                              |  | 100.0 | % | Acquired 2004 |  | 100.0      | % | 0                   |  | 844,179
|31. |  | Wrentham Village Premium Outlets |  | MA |  | Wrentham (Boston)              |  | Fee                              |  | 100.0 | % | Acquired 2004 |  | 100.0      | % | 0                   |  | 600,621
|    |  |                                  |  |    |  |                                |  |                                  |  |       |   |               |  |            |   |                     |  |        
|    |  | Total Premium Outlet Center GLA  |  |    |  |                                |  |                                  |  | 0     |   | 11,557,370    |  | 11,557,370 |   |                    
|    |  |                                  |  |    |  |                                |  |                                  |  |       |   |               |  |            |   |                     |  |        
|    |  | COMMUNITY SHOPPING CENTERS       |  |    |  |                                |  |                                  |  |       |   |               |  |            |   |                    
|1.  |  | Arboretum, The                   |  | TX |  | Austin                         |  | Fee                              |  | 100.0 | % | Acquired 1998 |  | 92.8       | % | 35,773              |  | 169,253
|2.  |  | Bloomingdale Court               |  | IL |  | Bloomingdale                   |  | Fee                              |  | 100.0 | % | Built 1987    |  | 97.8       | % | 436,255             |  | 165,120
|3.  |  | Boardman Plaza                   |  | OH |  | Youngstown                     |  | Fee                              |  | 100.0 | % | Built 1951    |  | 81.3       | % | 366,992             |  | 266,744
|4.  |  | Brightwood Plaza                 |  | IN |  | Indianapolis                   |  | Fee                              |  | 100.0 | % | Built 1965    |  | 100.0      | % |                    |  | 38,493 
|5.  |  | Celina Plaza                     |  | TX |  | El Paso                        |  | Fee and Ground Lease (2005) (11) |  | 100.0 | % | Built 1978    |  | 100.0      | % |                    |  | 8,695  

23

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                               |  |    |  |                       |  |                                 |  |       |               |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ----------------------------- |  | -- |  | --------------------- |  | ------------------------------- |  | ----- | ------------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|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    |  | 70.5  | % | 213,609             |  | 92,284 
|8.  |  | Clay Terrace                  |  | IN |  | Carmel (Indianapolis) |  | Fee                             |  | 50.0  | %  (4)        | Built 2004    |  | 84.4  | % | 161,281             |  | 280,464
|9.  |  | Cobblestone Court             |  | NY |  | Victor                |  | Fee and Ground Lease (2038) (7) |  | 35.0  | %  (4)   (13) | Built 1993    |  | 98.8  | % | 206,680             |  | 58,819 
|10. |  | Countryside Plaza             |  | IL |  | Countryside           |  | Fee and Ground Lease (2058) (7) |  | 100.0 | %             | Built 1977    |  | 70.1  | % | 290,216             |  | 137,472
|11. |  | Crystal Court                 |  | IL |  | Crystal Lake          |  | Fee                             |  | 35.0  | %  (4)  (13)  | Built 1989    |  | 85.6  | % | 201,993             |  | 76,978 
|12. |  | Dare Centre                   |  | NC |  | Kill Devil Hills      |  | Ground Lease (2058)             |  | 100.0 | %             | Acquired 2004 |  | 100.0 | % |                    |  | 115,288
|13. |  | DeKalb Plaza                  |  | PA |  | King of Prussia       |  | Fee                             |  | 50.3  | %  (15)       | Acquired 2003 |  | 96.2  | % | 81,368              |  | 20,345 
|14. |  | Eastland Convenience Center   |  | IN |  | Evansville            |  | Ground Lease (2075)             |  | 50.0  | %  (4)        | Acquired 1998 |  | 88.4  | % | 48,940              |  | 126,699
|15. |  | Eastland Plaza                |  | OK |  | Tulsa                 |  | Fee                             |  | 100.0 | %             | Built 1986    |  | 88.4  | % | 152,451             |  | 33,695 
|16. |  | Empire East (5)               |  | SD |  | Sioux Falls           |  | Fee                             |  | 50.0  | %  (4)        | Acquired 1998 |  | 89.2  | % | 253,388             |  | 48,580 
|17. |  | Fairfax Court                 |  | VA |  | Fairfax               |  | Fee                             |  | 26.3  | %  (4)  (13)  | Built 1992    |  | 100.0 | % | 169,043             |  | 80,614 
|18. |  | Forest Plaza                  |  | IL |  | Rockford              |  | Fee                             |  | 100.0 | %             | Built 1985    |  | 98.2  | % | 325,170             |  | 100,588
|19. |  | Gaitway Plaza                 |  | FL |  | Ocala                 |  | Fee                             |  | 23.3  | %  (4)  (13)  | Built 1989    |  | 89.4  | % | 123,027             |  | 93,361 
|20. |  | Gateway Shopping Center       |  | TX |  | Austin                |  | Fee                             |  | 95.0  | %             | 2004          |  | 98.9  | % | 396,494             |  | 116,057
|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 |  | 100.0 | % | 237,151             |  | 57,600 
|23. |  | Greenwood Plus                |  | IN |  | Greenwood             |  | Fee                             |  | 100.0 | %             | Built 1979    |  | 100.0 | % | 134,141             |  | 25,790 
|24. |  | Griffith Park Plaza           |  | IN |  | Griffith              |  | Ground Lease (2060)             |  | 100.0 | %             | Built 1979    |  | 31.8  | % | 175,595             |  | 94,073 
|25. |  | Grove at Lakeland Square, The |  | FL |  | Lakeland              |  | Fee                             |  | 100.0 | %             | Built 1988    |  | 86.0  | % | 142,317             |  | 73,274 
|26. |  | Henderson Square              |  | PA |  | King of Prussia       |  | Fee                             |  | 76.0  | %  (15)       | Acquired 2003 |  | 97.3  | % | 72,683              |  | 34,661 
|27. |  | Highland Lakes Center         |  | FL |  | Orlando               |  | Fee                             |  | 100.0 | %             | Built 1991    |  | 90.4  | % | 352,277             |  | 140,799
|28. |  | Indian River Commons          |  | FL |  | Vero Beach            |  | Fee                             |  | 50.0  | %  (4)        | Built 1997    |  | 93.9  | % | 233,358             |  | 27,510 
|29. |  | Ingram Plaza                  |  | TX |  | San Antonio           |  | Fee                             |  | 100.0 | %             | Built 1980    |  | 100.0 | % |                    |  | 111,518

24

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                              |  |    |  |                       |  |                                 |  |       |              |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ---------------------------- |  | -- |  | --------------------- |  | ------------------------------- |  | ----- | ------------ | ------------- |  | ----- | - | ------------------- |  | -------
|
|30. |  | Keystone Shoppes             |  | IN |  | Indianapolis          |  | Ground Lease (2067)             |  | 100.0 | %            | Acquired 1997 |  | 83.5  | % |                    |  | 29,140 
|31. |  | Knoxville Commons            |  | TN |  | Knoxville             |  | Fee                             |  | 100.0 | %            | Built 1987    |  | 60.4  | % | 91,483              |  | 88,980 
|32. |  | Lake Plaza                   |  | IL |  | Waukegan              |  | Fee                             |  | 100.0 | %            | Built 1986    |  | 100.0 | % | 170,789             |  | 44,673 
|33. |  | Lake View Plaza              |  | IL |  | Orland Park (Chicago) |  | Fee                             |  | 100.0 | %            | Built 1986    |  | 95.7  | % | 262,341             |  | 109,022
|34. |  | Lakeline Plaza               |  | TX |  | Austin                |  | Fee                             |  | 100.0 | %            | Built 1998    |  | 99.2  | % | 310,529             |  | 79,446 
|35. |  | Lima Center                  |  | OH |  | Lima                  |  | Fee                             |  | 100.0 | %            | Built 1978    |  | 94.2  | % | 159,584             |  | 47,294 
|36. |  | Lincoln Crossing             |  | IL |  | O'Fallon              |  | Fee                             |  | 100.0 | %            | Built 1990    |  | 100.0 | % | 229,820             |  | 13,446 
|37. |  | Lincoln Plaza                |  | PA |  | King of Prussia       |  | Fee                             |  | 63.2  | %  (15)      | Acquired 2003 |  | 87.6  | % | 143,649             |  | 123,582
|38. |  | MacGregor Village            |  | NC |  | Cary                  |  | Fee                             |  | 100.0 | %            | Acquired 2004 |  | 95.1  | % |                    |  | 145,579
|39. |  | Mall of Georgia Crossing     |  | GA |  | Mill Creek (Atlanta)  |  | Fee                             |  | 100.0 | %            | Built 1999    |  | 98.4  | % | 341,503             |  | 99,109 
|40. |  | Markland Plaza               |  | IN |  | Kokomo                |  | Fee                             |  | 100.0 | %            | Built 1974    |  | 89.9  | % | 49,051              |  | 41,675 
|41. |  | Martinsville Plaza           |  | VA |  | Martinsville          |  | Space Lease (2046)              |  | 100.0 | %            | Built 1967    |  | 97.1  | % | 60,000              |  | 42,105 
|42. |  | Matteson Plaza               |  | IL |  | Matteson              |  | Fee                             |  | 100.0 | %            | Built 1988    |  | 43.5  | % | 230,959             |  | 44,570 
|43. |  | Muncie Plaza                 |  | IN |  | Muncie                |  | Fee                             |  | 100.0 | %            | Built 1998    |  | 100.0 | % | 271,656             |  | 27,195 
|44. |  | New Castle Plaza             |  | IN |  | New Castle            |  | Fee                             |  | 100.0 | %            | Built 1966    |  | 97.3  | % | 24,912              |  | 66,736 
|45. |  | North Ridge Plaza            |  | IL |  | Joliet                |  | Fee                             |  | 100.0 | %            | Built 1985    |  | 98.8  | % | 190,323             |  | 114,747
|46. |  | North Ridge Shopping Center  |  | NC |  | Raleigh               |  | Fee                             |  | 100.0 | %            | Acquired 2004 |  | 98.5  | % |                    |  | 166,006
|47. |  | Northland Plaza              |  | OH |  | Columbus              |  | Fee and Ground Lease (2085) (7) |  | 100.0 | %            | Built 1988    |  | 68.2  | % | 118,304             |  | 91,230 
|48. |  | Northwood Plaza              |  | IN |  | Fort Wayne            |  | Fee                             |  | 100.0 | %            | Built 1974    |  | 88.4  | % | 136,404             |  | 71,841 
|49. |  | Park Plaza                   |  | KY |  | Hopkinsville          |  | Fee and Ground Lease (2039) (7) |  | 100.0 | %            | Built 1968    |  | 95.2  | % | 82,398              |  | 32,626 
|50. |  | Plaza at Buckland Hills, The |  | CT |  | Manchester            |  | Fee                             |  | 35.0  | %  (4)  (13) | Built 1993    |  | 88.2  | % | 252,179             |  | 82,436 
|51. |  | Regency Plaza                |  | MO |  | St. Charles           |  | Fee                             |  | 100.0 | %            | Built 1988    |  | 92.0  | % | 210,627             |  | 76,846 
|52. |  | Ridgewood Court              |  | MS |  | Jackson               |  | Fee                             |  | 35.0  | %  (4)  (13) | Built 1993    |  | 100.0 | % | 185,939             |  | 54,723 
|53. |  | Rockaway Convenience Center  |  | NJ |  | Rockaway (New York)   |  | Fee                             |  | 100.0 | %            | Acquired 1998 |  | 100.0 | % | 131,438             |  | 103,934

25

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                     |  |    |  |                                     |  |                     |  |            |              |               |  |            |   | Gross Leasable Area |  |        
|--- |  | ----------------------------------- |  | -- |  | ----------------------------------- |  | ------------------- |  | ---------- | ------------ | ------------- |  | ---------- | - | ------------------- |  | -------
|
|54. |  | Rockaway Plaza                      |  | NJ |  | Rockaway (New York)                 |  | Fee                 |  | 100.0      | %            | Acquired 1998 |  | 0.0        | % | 153,282             |  |       
|55. |  | Royal Eagle Plaza                   |  | FL |  | Coral Springs (Miami-Ft. Lauderale) |  | Fee                 |  | 35.0       | %  (4)  (13) | Built 1989    |  | 100.0      | % | 124,479             |  | 74,676 
|56. |  | Shops at North East Mall, The       |  | TX |  | Hurst                               |  | Fee                 |  | 100.0      | %            | Built 1999    |  | 100.0      | % | 265,595             |  | 98,989 
|57. |  | St. Charles Towne Plaza             |  | MD |  | Waldorf (Washington, D.C.)          |  | Fee                 |  | 100.0      | %            | Built 1987    |  | 75.0       | % | 285,586             |  | 117,801
|58. |  | Teal Plaza                          |  | IN |  | Lafayette                           |  | Fee                 |  | 100.0      | %            | Built 1962    |  | 100.0      | % | 98,337              |  | 2,750  
|59. |  | Terrace at the Florida Mall         |  | FL |  | Orlando                             |  | Fee                 |  | 100.0      | %            | Built 1989    |  | 96.3       | % | 281,252             |  | 47,531 
|60. |  | Tippecanoe Plaza                    |  | IN |  | Lafayette                           |  | Fee                 |  | 100.0      | %            | Built 1974    |  | 100.0      | % | 85,811              |  | 4,711  
|61. |  | University Center                   |  | IN |  | Mishawaka                           |  | Fee                 |  | 60.0       | %            | Built 1980    |  | 84.7       | % | 104,347             |  | 46,177 
|62. |  | Village Park Plaza                  |  | IN |  | Carmel (Indianapolis)               |  | Fee                 |  | 35.0       | %  (4)  (13) | Built 1990    |  | 93.5       | % | 430,368             |  | 112,407
|63. |  | Wabash Village                      |  | IN |  | West Lafayette                      |  | Ground Lease (2063) |  | 100.0      | %            | Built 1970    |  | 12.2       | % | 109,388             |  | 15,148 
|64. |  | Washington Plaza                    |  | IN |  | Indianapolis                        |  | Fee                 |  | 100.0      | %            | Built 1976    |  | 100.0      | % | 21,500              |  | 28,607 
|65. |  | Waterford Lakes Town Center         |  | FL |  | Orlando                             |  | Fee                 |  | 100.0      | %            | Built 1999    |  | 99.8       | % | 622,244             |  | 329,427
|66. |  | West Ridge Plaza                    |  | KS |  | Topeka                              |  | Fee                 |  | 100.0      | %            | Built 1988    |  | 100.0      | % | 182,161             |  | 55,622 
|67. |  | West Town Corners                   |  | FL |  | Altamonte Springs                   |  | Fee                 |  | 23.3       | %  (4)  (13) | Built 1989    |  | 98.0       | % | 263,782             |  | 121,455
|68. |  | Westland Park Plaza                 |  | FL |  | Orange Park                         |  | Fee                 |  | 23.3       | %  (4)  (13) | Built 1989    |  | 95.6       | % | 123,548             |  | 39,606 
|69. |  | White Oaks Plaza                    |  | IL |  | Springfield                         |  | Fee                 |  | 100.0      | %            | Built 1986    |  | 99.6       | % | 275,703             |  | 115,723
|70. |  | Whitehall Mall                      |  | PA |  | Whitehall                           |  | Fee                 |  | 38.0       | %  (15)  (4) | Acquired 2003 |  | 97.2       | % | 378,642             |  | 174,933
|71. |  | Willow Knolls Court                 |  | IL |  | Peoria                              |  | Fee                 |  | 35.0       | %  (4)  (13) | Built 1990    |  | 97.3       | % | 309,440             |  | 72,937 
|    |  |                                     |  |    |  |                                     |  |                     |  |            |              |               |  |            |   |                     |  |        
|    |  | Total Community Shopping Center GLA |  |    |  |                                     |  |                     |  | 12,793,578 |              | 5,872,090     |  | 18,665,668 |   |                    
|    |  |                                     |  |    |  |                                     |  |                     |  |            |              |               |  |            |   |                     |  |        

26

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                           |  |    |  |                |  |                     |  |       |   |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ----------------------------------------- |  | -- |  | -------------- |  | ------------------- |  | ----- | - | ------------- |  | ----- | - | ------------------- |  | -------
|
|    |  | OFFICE AND OTHER PROPERTIES               |  |    |  |                |  |                     |  |       |   |               |  |       |   |                    
|1.  |  | Crossville Outlet Center                  |  | TN |  | Crossville     |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 96.5  | % | 0                   |  | 151,256
|2.  |  | Factory Merchants Branson                 |  | MO |  | Branson        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 78.7  | % | 0                   |  | 299,739
|3.  |  | Factory Stores of America- Arcadia        |  | LA |  | Arcadia        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 94.2  | % | 0                   |  | 89,528 
|4.  |  | Factory Stores of America- Boaz           |  | AL |  | Boaz           |  | Ground Lease (2007) |  | 100.0 | % | Acquired 2004 |  | 72.8  | % | 0                   |  | 111,909
|5.  |  | Factory Stores of America- Draper         |  | UT |  | Draper         |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 91.3  | % | 0                   |  | 183,827
|6.  |  | Factory Stores of America- Georgetown     |  | KY |  | Georgetown     |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 96.3  | % | 0                   |  | 176,615
|7.  |  | Factory Stores of America- Graceville     |  | FL |  | Graceville     |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.0  | % | 0                   |  | 83,962 
|8.  |  | Factory Stores of America- Hanson         |  | KY |  | Hanson         |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 63,891 
|9.  |  | Factory Stores of America- Lebanon        |  | MO |  | Lebanon        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 92.1  | % | 0                   |  | 86,249 
|10. |  | Factory Stores of America- Nebraska City  |  | NE |  | Nebraska City  |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 97.4  | % | 0                   |  | 89,646 
|11. |  | Factory Stores of America- Story City     |  | IA |  | Story City     |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 88.4  | % | 0                   |  | 112,405
|12. |  | Factory Stores of America- Tupelo         |  | MS |  | Tupelo         |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 96.4  | % | 0                   |  | 129,412
|13. |  | Factory Stores of America- Union City     |  | TN |  | Union City     |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 97.4  | % | 0                   |  | 60,229 
|14. |  | Factory Stores of America- West Frankfort |  | IL |  | West Frankfort |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 82.3  | % | 0                   |  | 91,063 
|15. |  | Factory Stores of America-Tri-Cities      |  | TN |  | Blountville    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 78.9  | % | 0                   |  | 132,908
|16. |  | Factory Stores of North Bend              |  | WA |  | North Bend     |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 223,397
|17. |  | Jackson Outlet Village                    |  | NJ |  | Jackson        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 285,881
|18. |  | Johnson Creek Outlet Center               |  | WI |  | Johnson Creek  |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 97.6  | % | 0                   |  | 277,517
|19. |  | Lakeland Factory Outlet Mall              |  | TN |  | Lakeland       |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 85.0  | % | 0                   |  | 318,983
|20. |  | Las Vegas Outlet Center                   |  | NV |  | Las Vegas      |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | 0                   |  | 476,985
|21. |  | O'Hare International Center               |  | IL |  | Rosemont       |  | Fee                 |  | 100.0 | % | Built 1988    |  | 81.9  | % | 0                   |  | 494,504

27

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                        |  |    |  |                       |  |                     |  |             |        |                                    |  |             |   | Gross Leasable Area |  |        
|--- |  | -------------------------------------- |  | -- |  | --------------------- |  | ------------------- |  | ----------- | ------ | ---------------------------------- |  | ----------- | - | ------------------- |  | -------
|
|22. |  | Riverway                               |  | IL |  | Rosemont              |  | Fee                 |  | 100.0       | %      | Acquired 1991                      |  | 85.2        | % | 0                   |  | 819,300
|23. |  | The Factory Shoppes at Branson Meadows |  | MO |  | Branson               |  | Ground Lease (2021) |  | 100.0       | %      | Acquired 2004                      |  | 80.2        | % |                     |  | 286,924
|    |  |                                        |  |    |  |                       |  |                     |  |             |        |                                    |  |             |   |                     |  |        
|    |  | Total Office and Other GLA             |  |    |  |                       |  |                     |  | 0           |        | 5,046,130                          |  | 5,046,130   |   |                    
|    |  |                                        |  |    |  |                       |  |                     |  |             |        |                                    |  |             |   |                     |  |        
|    |  | Total U.S. Properties GLA              |  |    |  |                       |  |                     |  | 114,987,916 |        | 87,052,931                         |  | 202,040,847 |   |                    
|    |  |                                        |  |    |  |                       |  |                     |  |             |        |                                    |  |             |   |                     |  |        
|    |  | PROPERTIES UNDER CONSTRUCTION          |  |    |  |                       |  |                     |  |             |        |                                    |  |             |   |                    
|
|1.  |  | Firewheel Town Center                  |  | TX |  | Garland               |  |                     |  | 100.0       | %      | 4th Quarter 2005                   |  |             |   |                     |  |        
|2.  |  | Rockaway Plaza                         |  | NJ |  | Rockaway (New York)   |  |                     |  | 100.0       | %      | 4th Quarter 2005/
1st Quarter 2006 |  |             |   |                     |  |        
|3.  |  | Seattle Premium Outlets                |  | WA |  | Tulalip               |  |                     |  | 100.0       | %      | 2nd Quarter 2005                   |  |             |   |                     |  |        
|4.  |  | St. Johns Town Center                  |  | FL |  | Jacksonville          |  |                     |  | 50.0        | %  (2) | 1st Quarter 2005                   |  |             |   |                     |  |        
|5.  |  | Town Center at Coconut Point, The      |  | FL |  | Estero/Bonita Springs |  |                     |  | 50.0        | %      | 1st Quarter 2006                   |  |             |   |                     |  |        
|6.  |  | Wolf Ranch                             |  | TX |  | Georgetown (Austin)   |  |                     |  | 100.0       | %      | 3rd Quarter 2005                   |  |             |   |                     |  |        

28

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FOOTNOTES:

---

Arsenal
Mallapprox. 106,000 sq. ft.

Century
III Mallapprox. 32,000 sq. ft.

Circle
Centre Mallapprox. 9,000 sq. ft.

Copley
Placeapprox. 847,000 sq. ft.

Fashion
Centre at Pentagon City, Theapprox. 169,000 sq. ft.

Fashion
Mall at Keystone, Theapprox. 30,000 sq. ft.

Greendale
Mallapprox. 120,000 sq. ft.

The
Plaza & Court at King of Prussiaapprox. 14,000 sq. ft.

Lehigh
Valley Mallapprox. 12,000 sq. ft.

Menlo
Park Mallapprox. 50,000 sq. ft.

Oak
Court Mallapprox. 131,000 sq. ft.

Oxford
Valley Mallapprox. 111,000 sq. ft.

Plaza
Carolinaapprox. 28,000 sq. ft.

River
Oaks Centerapprox. 118,000 sq. ft.

Stanford
Shoppingapprox. 6,000 sq. ft.

29

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The following summarizes our investments in Europe and the countries of real estate ownership and operation as of December 31, 2004:

Investment

Ownership
Interest

Properties
open and
operating

CountriesGallerie Commerciali Italia, S.p.A.

49.0
%
40

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

34.7
%
11

France, Poland, Portugal


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 our partner
in GCI, or are anchored by the hypermarket Carrefour in France, Poland, and Portugal. Certain of these properties are subject to leaseholds that entitle the lessor to receive substantially all the
economic benefits of the leased portion of the property. Auchan and Carrefour are the two largest hypermarket operators in Europe.



We also hold real estate interests in four joint ventures in Japan, one in Mexico, and one in Canada. The four centers in Japan are Premium Outlets that have over
1.1 million square feet of GLA and were 100% leased as of December 31, 2004. These four Premium Outlets contained 524 stores with approximately 270 different tenants. The Mexico Premium
Outlet center opened in December of 2004 and our shopping center in Canada was opened in 2001.

The
following summarizes our ownership of our six other international joint venture Properties:

Investment

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
%Tosu Premium Outlets  Fukuoka (Kyushu), Japan

40.0
%Forum Entertainment Centre  Montreal, Canada

38.1
%Punta Norte Premium Outlets  Mexico City, Mexico

50.0
%


The
following property table summarizes certain data on our properties located in Europe, Japan, Mexico, and Canada.

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    | %     | 2003    |  | 132,400                 |  | 408,900
|2.  |  | Bay 1                              |  | Torcy (Paris)                      |  | Freehold               |  | 34.7    | %     | 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) |  |        
|--- |  | -------------------------------- |  | ---------------------------- |  | ------------- |  | --------- | ----- | --------- |  | ----------------------- |  | -------
|
|37. |  | Milano  Cinisello  Balsamo     |  | Cinisello  Balsamo (Milano) |  | Leasehold (3) |  | 49.0      | % (3) | 1993      |  | 68,400                  |  | 18,600 
|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                   |  |                              |  |               |  | 3,332,000 |       | 3,318,300 |  | 6,650,300               |  |        
|    |  | POLAND                           |  |                              |  |               |  |           |       |           |  |                         |  |        
|45. |  | Arkadia Shopping Center          |  | Warsaw                       |  |               |  | 34.7      | %     | 2004      |  | 202,100                 |  | 902,400
|46. |  | Borek Shopping Center            |  | Wroclaw                      |  | Freehold      |  | 34.7      | %     | 1999      |  | 119,900                 |  | 129,300
|47. |  | Dabrowka Shopping Center         |  | Katowice                     |  | Freehold      |  | 34.7      | %     | 1999      |  | 121,000                 |  | 172,900
|48. |  | Turzyn Shopping Center           |  | Szczecin                     |  | Freehold      |  | 34.7      | %     | 2001      |  | 87,200                  |  | 120,900
|49. |  | Wilenska Station Shopping Center |  | Warsaw                       |  | Freehold      |  | 34.7      | %     | 2002      |  | 92,700                  |  | 215,900
|50. |  | Zakopianka Shopping Center       |  | Krakow                       |  | Freehold      |  | 34.7      | %     | 1998      |  | 120,200                 |  | 425,400
|    |  |                                  |  |                              |  |               |  |           |       |           |  |                         |  |        
|    |  | Subtotal Poland                  |  |                              |  |               |  | 743,100   |       | 1,966,800 |  | 2,709,900               |  |        
|    |  | PORTUGAL                         |  |                              |  |               |  |           |       |           |  |                         |  |        
|51. |  | Minho center                     |  | Braga (Porto)                |  | Leasehold (3) |  | 34.7      | % (3) | 1997      |  | 120,000                 |  | 99,100 
|    |  |                                  |  |                              |  |               |  |           |       |           |  |                         |  |        
|    |  |                                  |  |                              |  |               |  |           |       |           |  | 120,000                 |  | 99,100 

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      |  |                        |  | 228,766
|55. |  | Tosu Premium Outlets        |  | Fukuoka (Kyushu)     |  | Ground Lease (2023) |  | 40.0      | % | 2004      |  |                        |  | 187,000
|    |  |                             |  |                      |  |                     |  |           |   |           |  |                         |  |        
|    |  | Subtotal Japan              |  |                      |  |                     |  |          |   | 1,126,766 |  | 1,126,766               |  |        
|    |  | MEXICO                      |  |                      |  |                     |  |           |   |           |  |                         |  |        
|56. |  | Punta Norte Premium Outlets |  | Mexico City          |  | Fee                 |  | 50.0      | % | 2004      |  |                        |  | 232,000
|    |  |                             |  |                      |  |                     |  |           |   |           |  |                         |  |        
|    |  | Subtotal Mexico             |  |                      |  |                     |  |          |   | 232,000   |  | 232,000                 |  |        
|    |  | CANADA                      |  |                      |  |                     |  |           |   |           |  |                         |  |        
|57. |  | Forum Entertainment Centre  |  | Montreal             |  | Fee                 |  | 38.1      | % | 2001      |  |                        |  | 247,000
|    |  |                             |  |                      |  |                     |  |           |   |           |  |                         |  |        
|    |  | TOTAL INTERNATIONAL ASSETS  |  |                      |  |                     |  | 4,580,500 |   | 7,902,666 |  | 12,483,166              |  |        
|    |  |                             |  |                      |  |                     |  |           |   |           |  |                         |  |        

FOOTNOTES:

33

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We have direct or indirect ownership interests in twelve parcels of land held in the United States for future development, containing an aggregate of
approximately 600 acres located in five states.



The following table sets forth certain information regarding the mortgages and other debt encumbering the Properties. Substantially all of the mortgage and
property related debt is nonrecourse to us.

34

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Mortgage and Other Debt on Portfolio PropertiesAs of December 31, 2004
(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          | %      | $           | 29,414  |                     | $ | 2,216         |    
|Arsenal Mall  1                          |  | 6.75          | %      |             | 32,501  |                     |   | 2,724         |    
|Arsenal Mall  2                          |  | 8.20          | %      |             | 1,652   |                     |   | 286           |    
|Bangor Mall                               |  | 7.06          | %      |             | 23,427  |                     |   | 2,302         |    
|Battlefield Mall                          |  | 4.60          | %      |             | 100,000 |                     |   | 4,603         | (2)
|Biltmore Square                           |  | 7.95          | %      |             | 26,000  |                     |   | 2,067         | (2)
|Bloomingdale Court                        |  | 7.78          | %      |             | 28,337  | (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          | %      |             | 20,681  | (6)                 |   | 2,114         |    
|Century III Mall                          |  | 6.20          | %      |             | 86,827  | (10)                |   | 6,541         |    
|Cheltenham Square                         |  | 5.89          | %      |             | 54,941  |                     |   | 3,236         |    
|Chesapeake Center                         |  | 8.44          | %      |             | 6,563   | (32)                |   | 554           | (2)
|Chesapeake Square                         |  | 5.84          | %      |             | 73,000  |                     |   | 4,263         | (2)
|Cielo Vista Mall  1                      |  | 9.38          | %      |             | 49,943  | (5)                 |   | 5,828         |    
|Cielo Vista Mall  3                      |  | 6.76          | %      |             | 36,033  | (5)                 |   | 3,039         |    
|College Mall  1                          |  | 7.00          | %      |             | 35,653  | (8)                 |   | 3,908         |    
|College Mall  2                          |  | 6.76          | %      |             | 11,103  | (8)                 |   | 935           |    
|Copley Place                              |  | 7.44          | %      |             | 177,677 |                     |   | 16,266        |    
|Coral Square                              |  | 8.00          | %      |             | 87,962  |                     |   | 8,065         |    
|The Crossings Premium Outlets             |  | 5.85          | %      |             | 59,127  |                     |   | 4,649         |    
|Crossroads Mall                           |  | 6.20          | %      |             | 43,608  |                     |   | 3,285         |    
|Crystal River                             |  | 7.63          | %      |             | 15,707  |                     |   | 1,385         |    
|Dare Centre                               |  | 9.10          | %      |             | 1,722   | (6)                 |   | 176           |    
|DeKalb Plaza                              |  | 5.28          | %      |             | 3,500   |                     |   | 284           |    
|Desoto Square                             |  | 5.89          | %      |             | 64,153  |                     |   | 3,779         | (2)
|The Factory Shoppes at Branson Meadows    |  | 9.10          | %      |             | 9,618   | (6)                 |   | 983           |    
|Factory Stores of America  Boaz          |  | 9.10          | %      |             | 2,813   | (6)                 |   | 287           |    
|Factory Stores of America  Georgetown    |  | 9.10          | %      |             | 6,666   | (6)                 |   | 681           |    
|Factory Stores of America  Graceville    |  | 9.10          | %      |             | 1,981   | (6)                 |   | 202           |    
|Factory Stores of America  Lebanon       |  | 9.10          | %      |             | 1,664   | (6)                 |   | 170           |    
|Factory Stores of America  Nebraska City |  | 9.10          | %      |             | 1,563   | (6)                 |   | 160           |    
|Factory Stores of America  Story City    |  | 9.10          | %      |             | 1,933   | (6)                 |   | 198           |    
|Forest Mall                               |  | 6.20          | %      |             | 17,463  | (11)                |   | 1,316         |    
|Forest Plaza                              |  | 7.78          | %      |             | 15,542  | (4)                 |   | 1,414         |    
|Forum Shops at Caesars, The               |  | 4.78          | %      |             | 550,000 |                     |   | 26,312        | (2)
|Gateway Shopping Center                   |  | 3.35          | %  (1) |             | 86,000  |                     |   | 2,881         | (2)
|Gilroy Premium Outlets                    |  | 6.99          | %      |             | 67,242  | (7)                 |   | 6,236         |    
|Greenwood Park Mall  1                   |  | 7.00          | %      |             | 29,861  | (8)                 |   | 3,273         |    
|Greenwood Park Mall  2                   |  | 6.76          | %      |             | 57,365  | (8)                 |   | 4,831         |    
|Grove at Lakeland Square, The             |  | 8.44          | %      |             | 3,750   | (32)                |   | 317           | (2)
|Gulf View Square                          |  | 8.25          | %      |             | 33,402  |                     |   | 3,652         |    
|Henderson Square                          |  | 6.94          | %      |             | 15,453  |                     |   | 1,270         |    
|Highland Lakes Center                     |  | 6.20          | %      |             | 16,097  | (10)                |   | 1,213         |    
|Ingram Park Mall                          |  | 6.99          | %      |             | 81,527  | (24)                |   | 6,724         |    
|Keystone at the Crossing                  |  | 7.85          | %      |             | 59,594  |                     |   | 5,642         |    
|Kittery Premium Outlets                   |  | 6.99          | %      |             | 11,132  | (7)                 |   | 1,028         |    
|Knoxville Center                          |  | 6.99          | %      |             | 61,737  | (24)                |   | 5,092         |    
|Lake View Plaza                           |  | 7.78          | %      |             | 20,660  | (4)                 |   | 1,880         |    
|Lakeline Mall                             |  | 7.65          | %      |             | 67,455  |                     |   | 6,300         |    
|Lakeline Plaza                            |  | 7.78          | %      |             | 22,651  | (4)                 |   | 2,061         |    
|Las Vegas Outlet Center                   |  | 8.12          | %      |             | 21,789  |                     |   | 3,712         |    
|Lighthouse Place Premium Outlets          |  | 6.99          | %      |             | 46,399  | (7)                 |   | 4,286         |    
|Lincoln Crossing                          |  | 7.78          | %      |             | 3,127   | (4)                 |   | 285           |    
|Longview Mall                             |  | 6.20          | %      |             | 32,681  | (10)                |   | 2,462         |    
|MacGregor Village                         |  | 9.10          | %      |             | 6,926   | (6)                 |   | 708           |    
|Mall of Georgia Crossing                  |  | 4.40          | %  (1) |             | 32,575  |                     |   | 2,825         |    
|                                          |  |               |        |             |         |                     |   |               |    

35

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|Markland Mall                      |                                         | 6.20 | %       |  | 23,122  | (11)      |  | 1,742  |     | 10/10/12 |     
|---------------------------------- | --------------------------------------- | ---- | ------- |  | ------- | --------- |  | ------ | --- | -------- | ----
|Matteson Plaza                     |                                         | 7.78 | %       |  | 9,098   | (4)       |  | 828    |     | 11/01/09 |     
|McCain Mall  1                    |                                         | 9.38 | %       |  | 23,320  | (5)       |  | 2,721  |     | 05/01/07 |     
|McCain Mall  2                    |                                         | 6.76 | %       |  | 16,632  | (5)       |  | 1,402  |     | 05/01/07 |     
|Midland Park Mall                  |                                         | 6.20 | %       |  | 33,756  | (11)      |  | 2,543  |     | 10/10/12 |     
|Montgomery Mall                    |                                         | 5.17 | %       |  | 95,264  |           |  | 6,307  |     | 05/11/14 | (30)
|Muncie Plaza                       |                                         | 7.78 | %       |  | 7,866   | (4)       |  | 716    |     | 11/01/09 |     
|North East Mall                    |                                         | 3.78 | %  (1)  |  | 140,000 |           |  | 5,285  | (2) | 05/20/05 |     
|Northfield Square                  |                                         | 6.05 | %       |  | 31,553  |           |  | 2,485  |     | 02/11/14 |     
|Northlake Mall                     |                                         | 6.99 | %       |  | 71,221  | (24)      |  | 5,874  |     | 08/11/11 |     
|North Ridge Shopping Center        |                                         | 9.10 | %       |  | 8,459   | (6)       |  | 865    |     | 03/10/13 | (30)
|Oxford Valley Mall                 |                                         | 6.76 | %       |  | 84,397  |           |  | 7,801  |     | 01/10/11 |     
|Paddock Mall                       |                                         | 8.25 | %       |  | 26,566  |           |  | 2,905  |     | 10/01/06 |     
|Palm Beach Mall                    |                                         | 6.20 | %       |  | 53,999  |           |  | 4,068  |     | 10/10/12 |     
|Penn Square Mall                   |                                         | 7.03 | %       |  | 70,305  |           |  | 6,003  |     | 03/01/09 | (30)
|Plaza Carolina  Fixed             |                                         | 5.10 | %       |  | 98,996  |           |  | 7,085  |     | 05/09/09 |     
|Plaza Carolina  Variable Capped   |                                         | 3.30 | %  (36) |  | 99,209  |           |  | 5,880  |     | 05/09/09 | (3) 
|Plaza Carolina  Variable Floating |                                         | 3.30 | %  (1)  |  | 59,525  |           |  | 3,528  |     | 05/09/09 | (3) 
|Port Charlotte Town Center         |                                         | 7.98 | %       |  | 52,877  |           |  | 4,680  |     | 12/11/10 | (30)
|Raleigh Springs Mall               |                                         | 4.40 | %  (31) |  | 10,877  |           |  | 479    | (2) | 12/09/05 |     
|Regency Plaza                      |                                         | 7.78 | %       |  | 4,264   | (4)       |  | 388    |     | 11/01/09 |     
|Richmond Towne Square              |                                         | 6.20 | %       |  | 47,413  | (11)      |  | 3,572  |     | 10/10/12 |     
|Riverway                           |                                         | 3.55 | %  (18) |  | 110,000 |           |  | 3,905  | (2) | 10/01/06 | (3) 
|St. Charles Towne Plaza            |                                         | 7.78 | %       |  | 27,294  | (4)       |  | 2,483  |     | 11/01/09 |     
|St. Johns Town Center              |                                         | 3.65 | %  (1)  |  | 100,022 |           |  | 3,651  | (2) | 03/12/08 | (3) 
|Stanford Shopping Center           |                                         | 3.60 | %  (12) |  | 220,000 |           |  | 7,920  | (2) | 09/11/08 |     
|Sunland Park Mall                  |                                         | 8.63 | %  (14) |  | 36,647  |           |  | 3,773  |     | 01/01/26 |     
|Tacoma Mall                        |                                         | 7.00 | %       |  | 130,308 |           |  | 10,778 |     | 10/01/11 |     
|Terrace at Florida Mall, The       |                                         | 8.44 | %       |  | 4,688   | (32)      |  | 396    | (2) | 06/15/05 | (30)
|Towne East Square  1              |                                         | 7.00 | %       |  | 47,329  |           |  | 4,711  |     | 01/01/09 |     
|Towne East Square  2              |                                         | 6.81 | %       |  | 23,145  |           |  | 1,958  |     | 01/01/09 |     
|Towne West Square                  |                                         | 6.99 | %       |  | 53,366  | (24)      |  | 4,402  |     | 08/11/11 |     
|Treasure Coast Square  1          |                                         | 7.13 | %       |  | 50,254  |           |  | 3,583  | (2) | 01/01/06 |     
|Treasure Coast Square  2          |                                         | 7.77 | %       |  | 11,736  |           |  | 912    | (2) | 01/01/06 |     
|Trolley Square                     |                                         | 9.03 | %       |  | 28,918  |           |  | 2,880  |     | 08/01/10 | (30)
|University Park Mall               |                                         | 7.43 | %       |  | 58,189  |           |  | 4,958  |     | 10/01/07 |     
|Upper Valley Mall                  |                                         | 5.89 | %       |  | 47,904  |           |  | 2,822  | (2) | 07/01/14 |     
|Valle Vista Mall  1               |                                         | 9.38 | %       |  | 30,887  | (5)       |  | 3,604  |     | 05/01/07 |     
|Valle Vista Mall  2               |                                         | 6.81 | %       |  | 7,397   | (5)       |  | 626    |     | 05/01/07 |     
|Washington Square                  |                                         | 5.94 | %       |  | 30,693  |           |  | 1,823  |     | 07/01/14 |     
|Waterloo Premium Outlets           |                                         | 6.99 | %       |  | 37,370  | (7)       |  | 3,452  |     | 07/11/08 | (30)
|West Ridge Mall                    |                                         | 5.89 | %       |  | 68,711  |           |  | 4,047  | (2) | 07/01/14 |     
|West Ridge Plaza                   |                                         | 7.78 | %       |  | 5,498   | (4)       |  | 500    |     | 11/01/09 |     
|White Oaks Mall                    |                                         | 3.50 | %  (1)  |  | 48,563  |           |  | 1,700  | (2) | 02/25/08 | (3) 
|White Oaks Plaza                   |                                         | 7.78 | %       |  | 16,775  | (4)       |  | 1,526  |     | 11/01/09 |     
|Wolfchase Galleria                 |                                         | 7.80 | %       |  | 73,292  |           |  | 6,911  |     | 06/30/07 |     
|Woodland Hills Mall                |                                         | 7.00 | %       |  | 84,180  |           |  | 7,185  |     | 01/01/09 | (30)
|                                   |                                         |      |         |  |         |           |  |        |     |         
|                                   | Total Consolidated Secured Indebtedness |      |         |  | $       | 4,987,680 |  |        |     |          |     

36

---



|Unsecured Indebtedness:                     |                                                 |       |         |   |           |            |      |        |      |          |     
|------------------------------------------- | ----------------------------------------------- | ----- | ------- | - | --------- | ---------- | ---- | ------ | ---- | -------- | ----
|Simon Property Group, LP:                   |                                                 |       |         |   |           |            |      |        |      |          |     
|Unsecured Revolving Credit Facility         |                                                 | 3.05  | %  (16) | $ | 425,000   |            | $    | 12,963 | (2)  | 04/16/06 | (3) 
|Medium Term Notes  1                       |                                                 | 7.13  | %       |   | 100,000   |            |      | 7,125  | (15) | 06/24/05 |     
|Medium Term Notes  2                       |                                                 | 7.13  | %       |   | 180,000   |            |      | 12,825 | (15) | 09/20/07 |     
|SPG, L.P. Unsecured Euro Term Loan          |                                                 | 2.73  | %  (9)  |   | 268,695   |            |      | 7,330  | (2)  | 12/16/06 | (3) 
|SPG, L.P. Unsecured Term Loan               |                                                 | 3.05  | %  (1)  |   | 250,000   |            |      | 7,625  | (2)  | 04/01/07 | (3) 
|Unsecured 1.8B Chelsea Acquisition Facility |                                                 | 2.95  | %  (1)  |   | 1,800,000 |            |      | 53,100 | (2)  | 10/14/06 |     
|Unsecured Notes  1                         |                                                 | 6.88  | %       |   | 250,000   |            |      | 17,188 | (15) | 11/15/06 |     
|Unsecured Notes  2B                        |                                                 | 7.00  | %       |   | 150,000   |            |      | 10,500 | (15) | 07/15/09 |     
|Unsecured Notes  3                         |                                                 | 6.88  | %       |   | 150,000   |            |      | 10,313 | (15) | 10/27/05 |     
|Unsecured Notes  4B                        |                                                 | 6.75  | %       |   | 300,000   |            |      | 20,250 | (15) | 06/15/05 |     
|Unsecured Notes  4C                        |                                                 | 7.38  | %       |   | 200,000   |            |      | 14,750 | (15) | 06/15/18 |     
|Unsecured Notes  5B                        |                                                 | 7.13  | %       |   | 300,000   |            |      | 21,375 | (15) | 02/09/09 |     
|Unsecured Notes  6A                        |                                                 | 7.38  | %       |   | 300,000   |            |      | 22,125 | (15) | 01/20/06 |     
|Unsecured Notes  6B                        |                                                 | 7.75  | %       |   | 200,000   |            |      | 15,500 | (15) | 01/20/11 |     
|Unsecured Notes  7                         |                                                 | 6.38  | %       |   | 750,000   |            |      | 47,813 | (15) | 11/15/07 |     
|Unsecured Notes  8A                        |                                                 | 6.35  | %       |   | 350,000   |            |      | 22,225 | (15) | 08/28/12 |     
|Unsecured Notes  8B                        |                                                 | 5.38  | %       |   | 150,000   |            |      | 8,063  | (15) | 08/28/08 |     
|Unsecured Notes  9A                        |                                                 | 4.88  | %       |   | 300,000   |            |      | 14,625 | (15) | 03/18/10 |     
|Unsecured Notes  9B                        |                                                 | 5.45  | %       |   | 200,000   |            |      | 10,900 | (15) | 03/15/13 |     
|Unsecured Notes  10A                       |                                                 | 3.75  | %       |   | 300,000   |            |      | 11,250 | (15) | 01/30/09 |     
|Unsecured Notes  10B                       |                                                 | 4.90  | %       |   | 200,000   |            |      | 9,800  | (15) | 01/30/14 |     
|Unsecured Notes  11A                       |                                                 | 4.88  | %       |   | 400,000   |            |      | 19,500 | (15) | 08/15/10 |     
|Unsecured Notes  11B                       |                                                 | 5.63  | %       |   | 500,000   |            |      | 28,125 | (15) | 08/15/14 |     
|Mandatory Par Put Remarketed Securities     |                                                 | 7.00  | %       |   | 200,000   |            |      | 14,000 | (15) | 06/15/08 | (17)
|                                            |                                                 |       |         |   |           |            |      |        |      |         
|                                            |                                                 |       |         |   | 8,223,695 |            |      |        |      |          |     
|Shopping Center Associates, subsidiary:     |                                                 |       |         |   |           |            |      |        |      |          |     
|Unsecured Notes  SCA 2                     |                                                 | 7.63  | %       |   | 110,000   |            |      | 8,388  | (15) | 05/15/05 |     
|                                            |                                                 |       |         |   |           |            |      |        |      |         
|                                            |                                                 |       |         |   | 110,000   |            |      |        |      |          |     
|The Retail Property Trust, subsidiary:      |                                                 |       |         |   |           |            |      |        |      |          |     
|Unsecured Notes  CPI 4                     |                                                 | 7.18  | %       |   | 75,000    |            |      | 5,385  | (15) | 09/01/13 |     
|Unsecured Notes  CPI 5                     |                                                 | 7.88  | %       |   | 250,000   |            |      | 19,688 | (15) | 03/15/16 |     
|                                            |                                                 |       |         |   |           |            |      |        |      |         
|                                            |                                                 |       |         |   | 325,000   |            |      |        |      |          |     
|CPG Partners, LP, subsidiary:               |                                                 |       |         |   |           |            |      |        |      |          |     
|Term Loan                                   |                                                 | 7.26  | %  (39) |   | 60,475    |            |      | 5,392  |      | 04/27/10 |     
|Yen Credit Facility                         |                                                 | 1.31  | %  (40) |   | 11,845    | (41)       |      | 155    | (2)  | 04/01/05 |     
|Peso Credit Facility                        |                                                 | 10.56 | %  (29) |   | 12,514    | (42)       |      | 1,321  | (2)  | 01/27/07 |     
|8.375% Notes due August 2005                |                                                 | 8.38  | %       |   | 50,000    |            |      | 4,188  | (15) | 08/17/05 |     
|7.250% Notes due October 2007               |                                                 | 7.25  | %       |   | 125,000   |            |      | 9,063  | (15) | 10/21/07 |     
|3.500% Notes due March 2009                 |                                                 | 3.50  | %       |   | 100,000   |            |      | 3,500  | (15) | 03/15/09 |     
|8.625% Notes due August 2009                |                                                 | 8.63  | %       |   | 50,000    |            |      | 4,313  | (15) | 08/17/09 |     
|8.250% Notes due February 2011              |                                                 | 8.25  | %       |   | 150,000   |            |      | 12,375 | (15) | 02/01/11 |     
|6.875% Notes due June 2012                  |                                                 | 6.88  | %       |   | 100,000   |            |      | 6,875  | (15) | 06/15/12 |     
|6.000% Notes due January 2013               |                                                 | 6.00  | %       |   | 150,000   |            |      | 9,000  | (15) | 01/15/13 |     
|                                            |                                                 |       |         |   |           |            |      |        |      |         
|                                            |                                                 |       |         |   | 809,834   |            |      |        |      |          |     
|                                            |                                                 |       |         |   |           |            |      |        |      |         
|                                            | Total Consolidated Unsecured Indebtedness       |       |         |   | $         | 9,468,529  |      |        |      |          |     
|                                            |                                                 |       |         |   |           |            |      |        |      |         
|                                            | Total Consolidated Indebtedness at Face Amounts |       |         |   | $         | 14,456,209 |      |        |      |          |     
|                                            | Fair Value Interest Rate Swaps                  |       |         |   |           | (4,447)    | (28) |        |      |          |     
|                                            | Net Premium on Indebtedness                     |       |         |   |           | 161,826    |      |        |      |          |     
|                                            | Net Discount on Indebtedness                    |       |         |   |           | (27,195    | )    |        |      |          |     
|                                            |                                                 |       |         |   |           |            |      |        |      |         
|                                            | Total Consolidated Indebtedness                 |       |         |   | $         | 14,586,393 | (23) |        |      |          |     
|                                            |                                                 |       |         |   |           |            |      |        |      |         

37

---



|Joint Venture Indebtedness:                      |  |      |         |   |         |      |   |        |     |          |     
|------------------------------------------------ |  | ---- | ------- | - | ------- | ---- | - | ------ | --- | -------- | ----
|Secured Indebtedness:                            |  |      |         |   |         |      |   |        |     |          |     
|Apple Blossom Mall                               |  | 7.99 | %       | $ | 39,159  |      | $ | 3,607  |     | 09/10/09 |     
|Arkadia Shopping Center                          |  | 4.28 | %  (38) |   | 143,398 |      |   | 11,871 |     | 11/01/14 |     
|Atrium at Chestnut Hill                          |  | 6.89 | %       |   | 47,264  |      |   | 3,880  |     | 03/11/11 | (30)
|Auburn Mall                                      |  | 7.99 | %       |   | 45,845  |      |   | 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 | %       |   | 78,100  |      |   | 5,325  |     | 04/01/13 |     
|Bay 1 (Torcy)                                    |  | 3.93 | %  (38) |   | 19,511  |      |   | 1,352  |     | 12/01/11 |     
|Bay 2 (Torcy)                                    |  | 3.33 | %  (38) |   | 74,525  |      |   | 4,813  |     | 06/01/13 |     
|Borek Shopping Center                            |  | 6.19 | %       |   | 19,634  |      |   | 3,050  |     | 02/01/12 |     
|Cape Cod Mall                                    |  | 6.80 | %       |   | 96,084  |      |   | 7,821  |     | 03/11/11 |     
|Circle Centre Mall                               |  | 5.02 | %       |   | 78,122  |      |   | 5,165  |     | 04/11/13 |     
|Clay Terrace Partners                            |  | 3.90 | %  (1)  |   | 80,008  |      |   | 3,120  | (2) | 01/20/08 | (3) 
|CMBS Loan  Fixed (encumbers 13 Properties)      |  | 7.52 | %       |   | 357,100 | (19) |   | 26,871 | (2) | 05/15/06 |     
|CMBS Loan  1 Floating (encumbers 13 Properties) |  | 2.81 | %  (1)  |   | 186,500 | (19) |   | 5,241  | (2) | 05/15/06 |     
|CMBS Loan  2 Floating (encumbers 13 Properties) |  | 2.77 | %  (1)  |   | 81,400  | (19) |   | 2,254  | (2) | 05/15/06 |     
|Cobblestone Court                                |  | 7.64 | %       |   | 10,597  | (20) |   | 810    | (2) | 01/01/06 |     
|Crystal Court                                    |  | 7.64 | %       |   | 2,767   | (20) |   | 211    | (2) | 01/01/06 |     
|Crystal Mall                                     |  | 5.62 | %       |   | 102,952 |      |   | 7,319  |     | 09/11/12 | (30)
|Dabrowka Shopping Center                         |  | 6.22 | %       |   | 5,818   | (38) |   | 812    |     | 07/01/14 |     
|Dadeland Mall                                    |  | 6.75 | %       |   | 194,127 |      |   | 15,566 |     | 02/11/12 | (30)
|Emerald Square Mall                              |  | 5.13 | %       |   | 141,507 |      |   | 9,479  |     | 03/01/13 |     
|Fairfax Court                                    |  | 7.64 | %       |   | 12,997  | (20) |   | 993    | (2) | 01/01/06 |     
|Fashion Centre Pentagon Retail                   |  | 6.63 | %       |   | 161,181 |      |   | 12,838 |     | 09/11/11 | (30)
|Fashion Centre Pentagon Office                   |  | 3.15 | %  (37) |   | 40,000  |      |   | 1,260  | (2) | 07/09/09 | (3) 
|Fashion Valley Mall  1                          |  | 6.49 | %       |   | 163,936 |      |   | 13,255 |     | 10/11/08 | (30)
|Fashion Valley Mall  2                          |  | 6.58 | %       |   | 29,124  |      |   | 1,915  | (2) | 10/11/08 | (30)
|Florida Mall, The                                |  | 7.55 | %       |   | 260,274 |      |   | 22,766 |     | 12/10/10 |     
|Galleria Commerciali Italia  Facility A         |  | 3.18 | %  (21) |   | 295,256 |      |   | 15,289 |     | 12/22/11 | (3) 
|Galleria Commerciali Italia  Facility B         |  | 3.28 | %  (34) |   | 347,922 |      |   | 18,364 |     | 12/22/11 |     
|Gaitway Plaza                                    |  | 7.64 | %       |   | 8,997   | (20) |   | 687    | (2) | 01/01/06 |     
|Great Northeast Plaza                            |  | 9.04 | %       |   | 16,511  |      |   | 1,744  |     | 06/01/06 |     
|Greendale Mall                                   |  | 8.23 | %       |   | 40,326  |      |   | 3,779  |     | 12/10/06 |     
|Gotemba Premium Outlets  Fixed                  |  | 2.00 | %       |   | 12,082  | (33) |   | 1,411  |     | 10/25/14 |     
|Gotemba Premium Outlets  Variable               |  | 2.10 | %  (13) |   | 26,988  | (33) |   | 4,660  |     | 09/30/07 |     
|Gwinnett Place  1                               |  | 7.54 | %       |   | 36,894  |      |   | 3,412  |     | 04/01/07 |     
|Gwinnett Place  2                               |  | 7.25 | %       |   | 81,550  |      |   | 7,070  |     | 04/01/07 |     
|Highland Mall                                    |  | 6.83 | %       |   | 68,513  |      |   | 5,571  |     | 07/11/11 |     
|Houston Galleria  1                             |  | 7.93 | %       |   | 215,378 |      |   | 19,684 |     | 12/01/05 | (30)
|Houston Galleria  2                             |  | 3.90 | %  (1)  |   | 84,711  |      |   | 3,304  | (2) | 06/25/07 | (3) 
|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 | %       |   | 183,906 |      |   | 23,183 |     | 01/01/17 |     
|King of Prussia Mall  2                         |  | 8.53 | %       |   | 12,683  |      |   | 1,685  |     | 01/01/17 |     
|Lehigh Valley Mall                               |  | 7.90 | %       |   | 46,091  |      |   | 4,959  |     | 10/10/06 |     
|Liberty Tree Mall                                |  | 5.22 | %       |   | 35,000  |      |   | 1,827  | (2) | 10/11/13 |     
|Mall at Rockingham                               |  | 7.88 | %       |   | 95,748  |      |   | 8,705  |     | 09/01/07 |     
|Mall at Chestnut Hill                            |  | 8.45 | %       |   | 14,536  |      |   | 1,396  |     | 02/02/10 |     
|Mall of Georgia                                  |  | 7.09 | %       |   | 197,450 |      |   | 16,649 |     | 07/01/10 |     
|Mall of New Hampshire  1                        |  | 6.96 | %       |   | 99,108  |      |   | 8,345  |     | 10/01/08 | (30)
|Mall of New Hampshire  2                        |  | 8.53 | %       |   | 8,164   |      |   | 786    |     | 10/01/08 |     
|Metrocenter                                      |  | 8.45 | %       |   | 28,154  |      |   | 3,031  |     | 02/28/08 |     
|Miami International Mall                         |  | 5.35 | %       |   | 97,500  |      |   | 5,216  | (2) | 10/01/13 |     
|Montreal Forum  Canada                          |  | 5.76 | %  (22) |   | 46,278  |      |   | 2,666  | (2) | 08/08/06 | (3) 
|Northshore Mall                                  |  | 5.03 | %       |   | 210,000 |      |   | 10,553 | (2) | 03/11/14 | (30)
|Quaker Bridge Mall                               |  | 7.03 | %       |   | 23,339  |      |   | 2,407  |     | 04/01/16 |     
|Plaza at Buckland Hills, The                     |  | 7.64 | %       |   | 17,072  | (20) |   | 1,304  | (2) | 01/01/06 |     
|                                                 |  |      |         |   |         |      |   |        |     |          |     

38

---



|Ridgewood Court                            |                                                          | 7.64 | %       |  | 7,447   | (20)      |      | 569    | (2) | 01/01/06 |     
|------------------------------------------ | -------------------------------------------------------- | ---- | ------- |  | ------- | --------- | ---- | ------ | --- | -------- | ----
|Rinku Premium Outlets                      |                                                          | 2.33 | %       |  | 45,114  | (33)      |      | 5,834  |     | 10/25/14 |     
|Sano Premium Outlets                       |                                                          | 2.45 | %       |  | 50,226  | (33)      |      | 6,941  |     | 08/31/09 |     
|Seminole Towne Center                      |                                                          | 3.05 | %  (26) |  | 70,000  |           |      | 2,135  | (2) | 06/30/09 | (3) 
|Shops at Sunset Place, The                 |                                                          | 3.15 | %  (25) |  | 98,276  |           |      | 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 |     
|Square One                                 |                                                          | 6.73 | %       |  | 92,341  |           |      | 7,380  |     | 03/11/12 |     
|Toki Premium Outlets                       |                                                          | 1.14 | %  (13) |  | 15,590  | (33)      |      | 1,932  |     | 10/30/09 |     
|Tosu Premium Outlets                       |                                                          | 2.60 | %       |  | 15,975  | (33)      |      | 2,244  |     | 08/24/13 |     
|Town Center at Cobb  1                    |                                                          | 7.54 | %       |  | 46,948  |           |      | 4,347  |     | 04/01/07 |     
|Town Center at Cobb  2                    |                                                          | 7.25 | %       |  | 62,001  |           |      | 5,381  |     | 04/01/07 |     
|Turzyn Shopping Center                     |                                                          | 6.56 | %       |  | 27,494  |           |      | 3,488  |     | 06/01/14 |     
|Villabe A6  Bel'Est                       |                                                          | 3.13 | %  (38) |  | 13,790  |           |      | 918    |     | 08/01/11 |     
|Village Park Plaza                         |                                                          | 7.64 | %       |  | 18,377  | (20)      |      | 1,404  | (2) | 01/01/06 |     
|West Town Corners                          |                                                          | 7.64 | %       |  | 10,997  | (20)      |      | 840    | (2) | 01/01/06 |     
|West Town Mall                             |                                                          | 6.90 | %       |  | 76,000  |           |      | 5,244  | (2) | 05/01/08 | (30)
|Westchester, The  1                       |                                                          | 8.74 | %       |  | 142,640 |           |      | 14,478 |     | 09/01/05 |     
|Westchester, The  2                       |                                                          | 7.20 | %       |  | 50,376  |           |      | 4,399  |     | 09/01/05 |     
|Whitehall Mall                             |                                                          | 6.77 | %       |  | 13,816  |           |      | 1,282  |     | 11/01/08 |     
|Wilenska Station Shopping Center           |                                                          | 4.08 | %  (38) |  | 44,112  |           |      | 3,941  |     | 11/01/13 |     
|Willow Knolls Court                        |                                                          | 7.64 | %       |  | 10,722  | (20)      |      | 819    | (2) | 01/01/06 |     
|Zakopianka Shopping Center                 |                                                          | 6.82 | %       |  | 18,264  |           |      | 3,183  |     | 12/01/11 |     
|                                           |                                                          |      |         |  |         |           |      |        |     |         
|                                           | Total Joint Venture Secured Indebtedness at Face Amounts |      |         |  | $       | 6,380,593 |      |        |     |          |     
|Unsecured Indebtedness:                    |                                                          |      |         |  |         |           |      |        |     |          |     
|Galleria Commerciali Italia  Facility C   |                                                          | 2.78 | %  (35) |  | 17,191  |           |      | 478    | (2) | 12/22/08 | (3) 
|                                           |                                                          |      |         |  |         |           |      |        |     |         
|Total Joint Venture Unsecured Indebtedness |                                                          |      |         |  | 17,191  |           |      |        |     |          |     
|                                           | Net Premium on Indebtedness                              |      |         |  |         | 4,664     |      |        |     |          |     
|                                           | Net Discount on Indebtedness                             |      |         |  |         | (4,136    | )    |        |     |          |     
|                                           |                                                          |      |         |  |         |           |      |        |     |         
|                                           | Total Joint Venture Indebtedness                         |      |         |  | $       | 6,398,312 | (27) |        |     |          |     
|                                           |                                                          |      |         |  |         |           |      |        |     |         

(Footnotes on following page)

39

---



(Footnotes for preceding pages)

---

40

---



The changes in mortgages and other indebtedness for the years ended December 31, 2004, 2003, 2002 are as follows:

2004

2003

2002Balance, Beginning of Year

$
10,266,388

$
9,546,081

$
8,841,378Additions during period:New Loan Originations


4,509,640


1,745,275


1,243,267Loans assumed in acquisitions and consolidations


1,387,182


105,131


423,365Net Premium/(Discount)


132,905


(1,308
)

34,536Deductions during period:Loan Retirements


(1,652,022
)

(1,079,855
)

(922,772
)Cost of Mortgages Sold








(52,179
)Amortization of Net (Premiums)/Discounts


(14,043
)

(13,142
)

10,080Scheduled Principal Amortization


(43,657
)

(35,794
)

(31,594
)Balance, Close of Year

$
14,586,393

$
10,266,388

$
9,546,081


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 of its Portfolio 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:Lisa Corbiles and Dana Walicky vs. Simon Property Group, Inc.
d/b/a Simon Malls, Superior Court of New Jersey, County of Essex, Docket No: ESX-L-224-04, filed January 6, 2004; 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, Erin Reilly, individually and on behalf of all others similarly situated vs. SPG, Inc., SPG, L.P. and SPGGC, Inc., Lee County
Circuit Court, Florida, filed February 8, 2005 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.

On
February 3, 2005, the Attorney General of the State of New York filed a petition in the Supreme Court of New York, County of New York against us and Simon Property alleging
violations of New York law with respect to gift card sales. The New York proceeding was settled on March 1, 2005.

We
believe that we have viable defenses under both state and federal laws to the 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 "Order"). In the 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 to us the
sum of $81.38 million within nine months of the Order. On August 6, 2004, Triple Five closed on its purchase of our one-half partnership interest. The court further held that
we must disgorge all "net profits" that we received as a result of our ownership interest in the Mall from October 1999 to the present.

We
have appealed the Order and the Ancillary Relief Order to the United States Court of Appeals for the Eighth Circuit. Briefing on the appeals is complete and oral argument took place
on October 18, 2004. It is not possible to provide any assurance on the ultimate outcome of this litigation.

As
a result of the 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 the 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 assets and other, net" in the accompanying consolidated statements of operations and comprehensive income. We ceased recording any contribution to either net income or Funds
from Operations ("FFO") from the results of operations of Mall of America as of September 1, 2003.

We
are also involved in various 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. If the
reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate, the mid point in the range is accrued. If a loss is not probable or a probable loss cannot be
reasonably estimated, no liability is recorded.

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

None.

42

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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
Distribution20041st Quarter

$
0.652nd Quarter


0.653rd Quarter


0.654th Quarter


0.6520031st Quarter


0.602nd Quarter


0.603rd Quarter


0.604th Quarter


0.60




The number of holders of units was 252 as of March 4, 2005.



We make distributions to Simon Property in order to maintain Simon Property's REIT status under the Internal Revenue Code. To maintain its status, 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 of
Directors 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 2004, we issued 4,652,232 units and 4,753,794 preferred units to the holders of partnership interests in Chelsea's operating
partnership and 12,978,795 units and 14,058,660 preferred units to Simon Property with respect to the shares of common and preferred stock it issued to Chelsea shareholders. Also, we issued 116,810
units to Simon Property related to employee stock options that were exercised during the quarter. We used the net proceeds from the option exercises of approximately $3.3 million for general
working capital purposes. All of the issuances of units during the quarter were exempt from registration under the Securities Act of 1933, as amended, in reliance upon Section 4(2) as private
offerings.

43

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

|                                     |                                            | As of or for the Year Ended December 31, |        
|------------------------------------ | ------------------------------------------ | ---------------------------------------- | -------
|
|
|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 units 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            |                                            | $                                        | 519,556
|                                     | Total assets                               |                                          |        
|                                     | Mortgages and other indebtedness           |                                          |        
|                                     | Partners' equity                           |                                          | $      
|OTHER DATA:                          |                                            |                                          |        
|Cash flow provided by (used in): (4) |                                            |                                          |        
|                                     | Operating activities                       |                                          | $      
|                                     |                                            | Investing activities                     |        
|                                     |                                            | Financing activities                     |        
|                                     |                                            | Ratio of Earnings to Fixed Charges (3)   |        
|                                     |                                            |                                          |        

---

Notes

44

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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 incidental to the ownership and operation of commercial
real estate include, but are not limited to: national, international, regional and local economic climates, competitive market forces, changes in market rental rates, trends in the retail industry,
the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks associated with acquisitions, the impact of terrorist activities, environmental liabilities,
maintenance of Simon Property's REIT status, the availability of financing, and changes in market rates of interest and fluctuations in exchange rates of 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. (the "Operating Partnership") is a Delaware limited partnership and a majority owned subsidiary of Simon Property
Group, Inc. ("Simon Property"). Simon Property is a self-administered and self-managed real estate investment trust ("REIT"). In this discussion, the terms "we", "us"
and "our" refer to the Operating Partnership and its subsidiaries.

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls, Premium Outlet® centers and community shopping centers. As of December 31, 2004, we owned or held an interest in 296 income-producing properties in the United
States, which consisted of 171 regional malls, 71 community shopping centers, 31 Premium Outlet centers and 23 other properties in 40 states plus Puerto Rico (collectively, the "Properties", and
individually, a "Property"). Other Properties are properties that include retail space, office space, and/or hotel components. In addition, we also own interests in twelve 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 (in France, Italy, Poland and Portugal); four
Premium Outlet centers in Japan; one Premium Outlet center in Mexico; and one shopping center in Canada.

Our
wholly-owned subsidiary, M.S. Management Associates, Inc. (the "Management Company"), provides leasing, management, and development services to most of the Properties. In
addition, insurance subsidiaries of the Management Company insure: the self-insured retention portion of our general liability program; the deductible associated with our workers'
compensation programs; and provide reinsurance for the primary layer of general liability coverage to our third party maintenance providers while performing services under contract with us. Third
party providers provide coverage above the insurance subsidiaries' limits.



We seek growth in our earnings, funds from operations ("FFO"), and cash flows through:

To
support this growth, our capital strategy is three-fold:

45

---



We
own and operate investment properties which generate revenues primarily from long-term leases; therefore, our financing strategy relies primarily on long-term
fixed rate debt. We manage our floating rate debt to be approximately 15-20% of total outstanding indebtedness by setting interest modalities for each financing or refinancing based on
current market conditions. We also enter into interest rate swap agreements as appropriate to assist in managing our interest rate risk. We believe this strategy is the most appropriate for the
long-term health of our company. Our credit facility (which was for a total of $1.25 billion at December 31, 2004) ("Credit Facility") provides a source of liquidity and
flexibility in our capital strategy as our cash needs vary from time to time. In January of 2005, the Credit Facility was refinanced and was increased to $2 billion, at substantially equivalent
terms, except that the rate was decreased 10 basis points.

We
derive our liquidity primarily from our leases that generate positive net cash flow from operations and distributions from unconsolidated entities that totaled $1.2 billion in
2004. We generate the majority of our revenues from leases with retail tenants including:

Revenues
of the Management Company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed. We
generate revenues from outlot land sales and, due to our size and tenant relationships, from the following:



Our core business fundamentals remained stable during 2004. Regional mall comparable sales per square foot ("psf") strengthened in 2004, increasing 6.1% to $427
psf from $402 in 2003, as the overall economy begins to show signs of recovery and as a result of the disposition of lower quality properties. Our regional mall average base rents increased 3.8% to
$33.50 psf from $32.26 psf. In addition, we maintained strong regional mall leasing spreads of $5.74 psf in 2004 decreasing from $8.29 psf in 2003. The regional mall leasing spread for 2004 includes
new store leases signed at an average of $39.33 psf initial base rents as compared to $33.59 psf for store leases terminating or expiring in the same period. Our same store leasing spread for 2004 was
$4.99 or a 12.8% growth rate and is calculated by comparing leasing activity completed in 2004 with the prior tenants' rents for those exact same spaces. Finally, our regional mall occupancy was up by
30 basis points to 92.7% as of December 31, 2004 from 92.4% as of December 31, 2003.

During
2004, we completed acquisitions of 62 properties and increased our ownership in five core Properties through the following transactions aggregating $5.8 billion:

46

---





We
invested approximately $456.0 million in development and redevelopment/expansion opportunities in 2004 for our consolidated properties. We also invested additional amounts
through our joint venture interests. We opened the following properties in 2004:

We
expect to invest in excess of $304.5 million in 2005 on development and redevelopment/expansion opportunities on consolidated and joint venture Properties, including the
following developments:

Finally,
we increased our international presence with the acquisition of Chelsea through its Premium Outlet centers in Japan. We continue to be alert to additional opportunities in the
international markets and look to continue to focus on our joint venture interests in Europe. Development activities in 2004 related to our international joint ventures included the following:

Further,
we expect development and redevelopment/expansion activity for 2005 for our international joint ventures to include the following activity:

47

---



Regarding
financing activities, we lowered our overall borrowing rate by 42 basis points during the year as a result of our financing activities related to consolidated indebtedness.
Our financing activities were highlighted by five significant transactions:

48

---







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 U.S. The following table sets forth these key operating statistics for:

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

|                                  |  | 2004 |       | %
Change (1) |        | 2003 |   | %
Change (1) |  | 2002   |  | %
Change (1)
|--------------------------------- |  | ---- | ----- | ------------ | ------ | ---- | - | ------------ |  | ------ |  | ------------
|Regional Malls                    |  |      |       |              |        |      |   |              |  |        |  |             
|Occupancy                         |  |      |       |              |        |      |   |              |  |        |  |             
|Consolidated                      |  |      | 92.7% |              |        |      |   | 92.2%        |  |        |  |             
|Unconsolidated                    |  |      | 92.6% |              |        |      |   | 92.7%        |  |        |  |             
|Total Portfolio                   |  |      | 92.7% |              |        |      |   | 92.4%        |  |        |  |             
|Average Base Rent per Square Foot |  |      |       |              |        |      |   |              |  |        |  |             
|Consolidated                      |  | $    | 32.81 |              | 4.9%   |      | $ | 31.28        |  | 5.5%   |  | $           
|Unconsolidated                    |  | $    | 34.78 |              | 3.1%   |      | $ | 33.73        |  | 3.8%   |  | $           
|Total Portfolio                   |  | $    | 33.50 |              | 3.8%   |      | $ | 32.26        |  | 5.1%   |  | $           
|Comparable Sales Per Square Foot  |  |      |       |              |        |      |   |              |  |        |  |             
|Consolidated                      |  | $    | 411   |              | 5.9%   |      | $ | 388          |  | 3.8%   |  | $           
|Unconsolidated                    |  | $    | 460   |              | 7.8%   |      | $ | 427          |  | 0.5%   |  | $           
|Total Portfolio                   |  | $    | 427   |              | 6.1%   |      | $ | 402          |  | 2.9%   |  | $           
|Premium Outlets                   |  |      |       |              |        |      |   |              |  |        |  |             
|Occupancy                         |  |      | 99.3% |              |        |      |   |             |  |        |  |             
|Average Base Rent per Square Foot |  | $    | 21.85 |              |        |      |   |             |  |        |  |             
|Comparable Sales Per Square Foot  |  | $    | 412   |              |        |      |   |             |  |        |  |             
|Community Shopping Centers        |  |      |       |              |        |      |   |              |  |        |  |             
|Occupancy                         |  |      |       |              |        |      |   |              |  |        |  |             
|Consolidated                      |  |      | 90.5% |              |        |      |   | 87.1%        |  |        |  |             
|Unconsolidated                    |  |      | 94.7% |              |        |      |   | 96.3%        |  |        |  |             
|Total Portfolio                   |  |      | 91.9% |              |        |      |   | 90.2%        |  |        |  |             
|Average Base Rent per Square Foot |  |      |       |              |        |      |   |              |  |        |  |             
|Consolidated                      |  | $    | 11.12 |              | 1.0%   |      | $ | 11.01        |  | 7.5%   |  | $           
|Unconsolidated                    |  | $    | 10.49 |              | 7.4%   |      | $ | 9.77         |  | (0.9%) |  | $           
|Total Portfolio                   |  | $    | 10.91 |              | 3.0%   |      | $ | 10.59        |  | 4.6%   |  | $           
|Comparable Sales Per Square Foot  |  |      |       |              |        |      |   |              |  |        |  |             
|Consolidated                      |  | $    | 222   |              | 5.5%   |      | $ | 210          |  | 6.6%   |  | $           
|Unconsolidated                    |  | $    | 200   |              | (2.9%) |      | $ | 206          |  | 1.6%   |  | $           
|Total Portfolio                   |  | $    | 215   |              | 2.9%   |      | $ | 209          |  | 4.8%   |  | $           

---

49

---



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 Outlets, and all tenants at community shopping 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 Outlets and community shopping centers. Retail sales at Owned GLA affect revenue and profitability levels because sales determine the amount of
minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes, etc.) that tenants can afford to pay.



The following key operating statistics are provided for our 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 Premium Outlets are provided for 2004 only as
these investments were acquired as part of our acquisition of Chelsea in the fourth quarter of 2004.

|                                       |  | 2004 |       | 2003
|-------------------------------------- |  | ---- | ----- | ----
|European Shopping Centers              |  |      |       |     
|Number of shopping centers             |  |      | 51    |     
|Total GLA (in millions of square feet) |  |      | 10.90 |     
|Occupancy                              |  |      | 96.0% |     
|Comparable sales per square foot       |  | $    | 526   |     
|Average rent per square foot           |  | $    | 34    |     
|International Premium Outlets (1)      |  |      |       |     
|Total number of Premium Outlets        |  |      | 4     |     
|Total GLA (in millions of square feet) |  |      | 1.13  |     
|Occupancy                              |  |      | 100%  |     
|Comparable sales per square foot       |  | $    | 821   |     
|Average rent per square foot           |  | $    | 82    |     

---



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 most critical to understanding our business:

50

---





Results of Operations

In addition to the 2004 acquisitions and dispositions previously discussed, the following acquisitions, dispositions, and openings affected our
consolidated results from continuing operations in the comparative periods:

In
addition to the 2004 acquisitions and dispositions previously discussed, the following acquisitions, dispositions, and 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 Properties which were sold on various dates in 2003 and 2004:

For
the purposes of the following comparison between the years ended December 31, 2004 and December 31, 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.

In
addition to the Property Transactions, on March 14, 2003, we purchased the remaining ownership interest in Forum Shops which impacted our minority interest expense,
depreciation expense, and interest expense. On January 1, 2003, the Operating Partnership acquired all of the remaining equity interests of the Management Company that resulted in the
consolidation of the Management Company at that point. The Management Company was previously accounted for using the equity method during 2002.



Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $206.1 million during the period. The net effect
of the Property Transactions increased minimum rents $172.5 million, including the amortization of $5.3 million of fair market value of acquired in-place leases as part of
our acquisitions. Comparable base rents increased $33.6 million due principally to the leasing of space at higher rents that resulted in an increase in base rents of $23.5 million. In
addition, increased rents from carts, kiosks, and renting unoccupied in-line space increased comparable rents from temporary tenant income by $12.6 million.
Straight-line rents also increased by $5.1 million year over year.

Overage
rents increased $19.1 million of which $15.3 million related to the Property Transactions. Comparable overage rents increased $3.8 million.

Tenant
reimbursements increased $94.5 million of which the Property Transactions accounted for $79.2 million of the increase. The remaining portion of the increase was
primarily due to increases in comparable recoverable expenditures amounting to $15.3 million.

The
Management Company recorded fee revenues of $53.2 million and insurance premium revenues of $17.3 million.

Total
other income, excluding consolidated Simon Brand and Simon Business initiatives, increased $3.1 million. The increase in other income was primarily due to increased outlot
land sales of $8.5 million offset by a decline in lease settlement income of $2.7 million and interest income of $4.7 million.

Consolidated
revenues from Simon Brand and Simon Business initiatives increased $17.9 million to $117.2 million from $99.3 million. The increase in revenues is
primarily due to:

52

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The
increased revenues from Simon Brand and Simon Business were offset by a $20.4 million increase in Simon Brand and Simon Business expenses that primarily resulted from
increased gift card and other operating expenses included in property operating expenses.

Property
operating expenses increased $45.1 million, $8.4 million of which was on comparable properties. The remainder of the increase in property operating expenses was
due to the effect of Property Transactions. Depreciation and amortization expenses increased $126.3 million primarily due to the net effect of the Property Transactions, while comparable
properties accounted for $33.6 million of the increase. In 2003, we incurred
$10.6 million of costs related to a withdrawn tender offer which did not recur in 2004. Other expenses increased $12.8 million and the increases in home office and regional office costs
and general and administrative expenses were due to the effect of the Property Transactions and increased professional fees. We also recorded in the fourth quarter a non-cash impairment
charge of $18 million related to one property.

Interest
expense increased $59.4 million. The increase is due primarily to an increase in our average borrowings of $1.8 billion. The increase in the average borrowings is
primarily due to the financing of our 2004 and 2003 acquisitions, our $500 million unsecured note offering in January of 2004, our $900 million unsecured senior note offering in August
of 2004, and the effect of slightly higher variable interest rate levels during 2004. 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.

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 the hotel property previously
mentioned) 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 our sale of five non-core Properties consisting of three regional malls, one community center, and one Premium Outlet. 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 $63.6 million for 2004 as compared to $67.2 million for 2003. The impact of preferred units issued in connection with the Chelsea
and Kravco transactions were offset by the conversion of Series B 6.5% Preferred Units into common units in the fourth quarter of 2003 and redemption of the Series E Preferred 8% Units
in the fourth quarter of 2004.



Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $75.6 million during the period. The net effect
of the Property Transactions increased minimum rents $45.1 million and the purchase accounting estimation of the fair market value of in-place leases as part of our acquisitions,
increased rents by $6.2 million. Comparable rents increased $24.3 million. This was primarily due to the leasing of space at higher rents that resulted in an increase in base rents of
$23.9 million. In addition, increased rents from carts, kiosks, and renting unoccupied in-line space increased comparable rents from temporary tenant income by $4.4 million.
These increases were offset by a $4.1 million decrease in straight-line rent revenue.

The
Management Company recorded fee revenues of $58.5 million and insurance premium revenues of $16.2 million.

Total
other income, excluding consolidated Simon Brand and Simon Business initiatives, decreased $16.2 million. The impact of the consolidation of the Management Company included
the addition of $7.0 million of investment income primarily from the insurance subsidiaries and the elimination of consolidated intercompany interest and dividend income that totaled
$13.6 million in 2002 received from the Management Company previously recorded

53

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in
other income in 2002. In addition, outlot land sales decreased by $2.0 million due to higher than normal activity in 2002 and lease settlement income decreased $2.2 million. In
addition, other income in 2002 included the impact of our hedges of the Rodamco acquisition in 2002, of which $7.8 million was included in other income and $0.7 million of expense is
included in other expenses.

Consolidated
revenues from Simon Brand and Simon Business initiatives increased $19.3 million to $100.2 million from $80.9 million. This included a net
$6.9 million increase from the Property Transactions primarily due to acquired parking services. The increase in revenues is primarily due to:

These
increases were offset by revenues in 2002 that resulted from our settlement with Enron Corporation that totaled $8.6 million, net. The increased revenues from Simon Brand
and Simon Business were offset by a $6.9 million increase in Simon Brand expenses that primarily resulted from increased gift card and other operating expenses included in property operating
expenses.

Tenant
reimbursements increased $31.6 million of which the Property Transactions accounted for $17.3 million of the increase. The remaining portion of the increase was
primarily due to increases in comparable recoverable expenditures. Depreciation and amortization expenses increased $30.0 million primarily due to the net effect of the
Property Transactions, the consolidation of the Management Company, and the Forum Shops acquisition. The costs related to the withdrawn tender offer of $10.6 million relate to the write off of
our deferred acquisition costs. Other expenses decreased $1.1 million due to expenses related to a litigation settlement in 2002. This was offset by increased ground rent expense of
$4.0 million primarily due to the acquisition of Stanford Shopping Center. The increase in home office and regional office costs and general and administrative expenses was due to the
consolidation of the Management Company that added $52.9 million of total operating expenses in 2003.

Interest
expense increased $4.4 million. Our average borrowings increased as a result of the full year impact of the financing of the Rodamco acquisition, the unsecured note
offering in March of 2003, and financing of acquisition activities in 2003. This increase was offset by an overall decrease in weighted average interest rates as a result of refinancing activity, an
increase in capitalized imputed interest due to increased development, renovation and expansion activity, and slightly lower variable interest rate levels.

In
2003, we recorded a $5.1 million net loss on the sale of assets, which primarily consisted of the $6.0 million loss we recorded in connection with the Mall of America
litigation. In 2002, gains on sales of assets and other, net, were $160.9 million as we sold several Properties and partnership interests that resulted in net proceeds of $430.2 million.
We sold our interest in the specialty retail center, Orlando Premium Outlets, during 2002 to our partner in the joint venture. We sold our interests in five value oriented regional malls to our
partner, the Mills Corporation, and sold two of the acquired Rodamco partnership interests and one existing partnership interest to Teachers Insurance and Annuity Association of America to fund a
portion of the Rodamco acquisition. We sold one community center, two regional malls and two jointly held assets acquired in the Rodamco acquisition. In addition, as part of our disposition strategy
we disposed of seven of the nine assets held for sale as of December 31, 2001. Finally, we made the decision to no longer pursue certain development projects and wrote-off the
carrying amount of our predevelopment costs and land acquisition costs associated with these projects that totaled $17.1 million.

During
2002, we also recognized $16.1 million in gains on the forgiveness of debt related to the disposition of two regional malls. Net cash proceeds from these dispositions were
$3.6 million. In addition, we recognized $1.5 million of expenses related to the early extinguishment of debt that consisted of prepayment penalties and the write-off of
unamortized mortgage costs. Our income tax expense of taxable REIT subsidiaries of $7.6 million is due to the consolidation of the Management Company.

Income
from unconsolidated entities increased $42.3 million in 2003 as compared to 2002. In 2002, income from unconsolidated entities included income from Management Company
operations, excluding MerchantWired LLC, of approximately $14.1 million. This included our share of the gain of $8.4 million, net of tax, associated with the sale of land
partnership interests previously discussed. In 2003, income from unconsolidated

54

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entities
owned by the Management Company in 2003 totaled $3.7 million. In addition, income from unconsolidated partnerships and joint ventures, excluding the Management Company, increased
$17.2 million resulting from:

These
increases were offset by the loss of income due to the sale of our interests in the Mills Properties and Orlando Premium Outlets, and due to our cessation of recording any
contribution to net income from Mall of America (see Note 11).

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

Net
income from the results of operations of the Management Company, excluding the losses of MerchantWired LLC, was flat during the period. Increased management fees as a result of the
Rodamco acquisition and increased income from insurance subsidiaries were offset by the partnership interests sold in 2002 resulting in our share of a gain of $8.4 million, net of tax.

We
continued our disposition activities in 2003 with the sale of 13 non-core Properties consisting of seven regional malls, five community centers, and one
mixed-use Property. These non-core Properties were sold for a total of $275.1 million that resulted in a net gain of $22.4 million. As a result of these
transactions, we reclassified the results of operations from these consolidated Properties to discontinued operations. These dispositions will not have a material effect on our results of operations
or liquidity.

On
October 8, 2003, we and Westfield America, Inc. ("Westfield"), the U.S. subsidiary of Westfield America Trust, withdrew our tender offer for all of the outstanding common
shares of Taubman Centers, Inc. The withdrawal of the tender offer followed the enactment of a law amending the Michigan Control Share Acquisition Act and which allowed the Taubman family group to
effectively block our ability to conclude the tender offer. As a result, we expensed deferred acquisition costs of $10.6 million, net, related to this acquisition during 2003.

Finally,
the 2003 preferred unit requirement decreased $8.4 million from 2002 due to the conversion of units of 6.5% Series B Preferred Units into common units.

Liquidity and Capital Resources

Our balance of cash and cash equivalents decreased $9.5 million during 2004 to $519.6 million as of December 31, 2004,
including a balance of $185.6 million related to our gift card program, which we do not consider available for general working capital purposes.

On
December 31, 2004, the Credit Facility had available borrowing capacity of $786.9 million net of outstanding borrowings of $425.0 million and letters of credit
of $38.1 million. The Credit Facility bore interest at LIBOR plus 65 basis points with an additional 15 basis point facility fee on the entire $1.25 billion facility and provided for
variable grid pricing based upon our corporate credit rating. The Credit Facility had an initial maturity of April 2005, with an additional one-year extension available at our
option. In addition, the Credit Facility had a $100 million EURO sub-tranche that allows us to borrow Euros at EURIBOR plus 65 basis points and/or dollars at LIBOR plus 65 basis
points, at our option, and had the same maturity date as the overall Credit Facility. The amount available under the $100 million EURO sub-tranche varied with changes in the
exchange rate, however, we may have borrowed amounts available under this EURO sub-tranche in dollars, if necessary. During 2004, the maximum amount outstanding under the Credit Facility
was $585.0 million and the weighted average amount outstanding was $370.3 million. The weighted average interest rate was 1.95% for the year ended December 31, 2004.

On
January 11, 2005, we refinanced the Credit Facility with a new $2.0 billion unsecured revolving credit facility. The new credit facility has a maturity date of
January 11, 2008, with an additional one-year extension available at our option. The facility can be increased to $2.5 billion within the first two years of closing at our
option subject to a fee approximating 25 basis points. The Credit Facility bears interest at LIBOR plus 55 basis points with an additional

55

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15
basis point facility fee on the entire $2.0 billion facility and provides for variable grid pricing based upon our corporate credit rating. In addition, the new facility has a
$500 million 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 $1.0 billion.

We
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 Baa2 by Moody's Investors Service and BBB+ by Standard & Poor's.



Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $1.2 billion during 2004. This includes
$35.1 million of excess proceeds from refinancing activities primarily from
three unconsolidated joint ventures. We assumed $51.2 million of cash from acquisitions. We also received $51.3 million primarily from the sale of seven non-core properties.
We had net proceeds from all of our debt financing and repayment activities in 2004 of $2.5 billion, as discussed below in "Financing and Debt". We used part of these proceeds as follows:

We
met our maturing debt obligations in 2004 primarily through refinancings and borrowings on our Credit Facility.

In
general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to
unitholders necessary to maintain Simon Property's REIT qualification for 2005 and on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital
expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:



On January 15, 2004, we paid off $150.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility.

On
January 20, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average
fixed interest rate of 4.21%. The first tranche is $300.0 million at a fixed interest rate of 3.75% due January 30, 2009 and the second tranche is $200.0 million at a fixed
interest rate of 4.90% due January 30, 2014. We received net proceeds of $383.4 million and we exchanged our $113.1 million Floating Rate Mandatory Extension Notes ("MAXES") with
the holder. The MAXES were due November 15, 2014 and bore interest at LIBOR plus 80 basis points. The exchange of the MAXES for the notes instruments did not result in a significant
modification of the terms in the debt arrangement. We used $277.0 million of the net proceeds to reduce borrowings on the Credit Facility, to unencumber one Property, and the remaining portion
was used for general working capital purposes. Subsequently, we completed an exchange offer in which notes registered under the Securities Act of 1933 with the same economic terms and conditions were
exchanged for the Rule 144A notes.

56

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Concurrent with the issuance of the Rule 144A notes, we entered into a five-year variable rate $300.0 million notional amount swap agreement to effectively
convert the $300.0 million tranche to floating rate debt at an effective rate of six-month LIBOR. We completed this swap agreement, as our amount of variable rate indebtedness as a
percent of our total outstanding debt was lower than our desired range.

On
February 9, 2004, we paid off $300.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility.

On
February 26, 2004, we obtained a $250.0 million unsecured term loan with an initial maturity date of April 1, 2005. The maturity date may be extended, at our
option, for two, one-year extension periods. The unsecured term loan bears interest at LIBOR plus 65 basis points. The proceeds from this financing were used to pay off our
$65.0 million unsecured term loan that matured on March 15, 2004 and our $150.0 million unsecured term loan that matured on February 28, 2004. The remaining proceeds were
used for general working capital purposes. The $65.0 million unsecured term loan bore interest at LIBOR plus 80 basis points and the $150.0 million unsecured term loan bore interest at
LIBOR plus 65 basis points.

On
July 15, 2004, we paid off $100.0 million of 6.75% unsecured notes that matured on that date with available working capital.

On
August 11, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $900.0 million at a weighted average
fixed interest rate of 5.29%. The first tranche is $400.0 million at a fixed interest rate of 4.875% due August 15, 2010 and the second tranche is $500.0 million at a fixed
interest rate of 5.625% due August 15, 2014. We received net proceeds of $890.6 million. We used $585.0 million of the net proceeds to reduce borrowings on our Credit Facility,
$150.0 million to retire fixed rate 7.75% unsecured notes, $120.7 million to unencumber two consolidated Properties, and the remaining portion was used for general working capital
purposes. Subsequently, we completed an exchange offer in which notes registered under the Securities Act of 1933 with the same economic terms and conditions were exchanged for the Rule 144A
notes.

On
October 12, 2004, we obtained a $1.8 billion unsecured term loan ("Acquisition Facility") to finance the cash portion of our acquisition of Chelsea. The Acquisition
Facility matures on October 12, 2006 and requires minimum principal repayments in three equal installments after twelve months, eighteen months, and at maturity. The Acquisition Facility bears
interest at LIBOR plus 55 basis points and provides for variable grid pricing based upon our credit rating.



On January 22, 2004, we paid off a $60.0 million variable rate mortgage, at LIBOR plus 125 basis points, that encumbered one consolidated Property
with remaining proceeds from the senior unsecured notes mentioned above. In addition, we refinanced another consolidated mortgaged Property with a $32.0 million 6.05% fixed rate mortgage that
matures on February 11, 2014. The balance of the previous mortgage was $34.7 million at a variable rate of LIBOR plus 250 basis points and was scheduled to mature on April 1,
2004.

On
March 31, 2004, we secured a $86.0 million variable rate mortgage, at LIBOR plus 95 basis points, to permanently finance a portion of the Gateway Shopping Center
acquisition. The mortgage has an initial maturity date of March 31, 2005 with three, one-year extensions available at our option.

On
April 27, 2004, we secured a $96.0 million fixed rate mortgage at 5.17% to permanently finance a portion of the Montgomery Mall. A portion of the proceeds were used to
purchase additional ownership interest. The mortgage has a maturity date of May 11, 2014.

On
May 19, 2004, we secured a $260.0 million mortgage to permanently finance a portion of the Plaza Carolina Mall acquisition. The mortgage consists of two
fixed-rate tranches and three variable-rate tranches. The fixed-rate components total $100 million at a blended rate of 5.10% and have a maturity date of
May 9, 2009. The $160.0 million variable-rate components bear interest at LIBOR plus 90 basis points and have an initial maturity of May 9, 2006 with three,
one-year, extensions available at our option. The initial weighted average all-in interest rate was approximately 3.2%.

On
June 15, 2004, we refinanced a pool of seven cross-collateralized mortgages totaling $219.4 million with a $220.0 million variable-rate term loan.
The original mortgages would have matured on December 15, 2004 and had an effective interest rate of 7.06% including the effect of an interest rate protection agreement on $48.1 million
of variable-rate debt. The collateralized term loan bore interest at LIBOR plus 80 basis points. On June 30, 2004, we refinanced the term loan with individually secured
fixed-rate mortgages on six of the seven original mortgages totaling

57

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$290.0 million.
The mortgages have a maturity date of July 1, 2014 and have a weighted average interest rate of 5.90%. One of the Properties was unencumbered as part of this refinancing.

On
July 1, 2004, we paid off, with available working capital, two mortgages encumbering one consolidated Property that were scheduled to mature on January 1, 2005. The
first mortgage had a balance of $41.1 million, and bore interest at a fixed rate of 8.45%. The second mortgage had a balance of $14.9 million, and bore interest at a fixed rate of 6.81%.

On
July 12, 2004, we refinanced a consolidated Property with a $73.0 million, 5.84% fixed rate mortgage that matures on August 11, 2014. The balance of the previous
mortgage was $47.0 million, bore interest at a variable rate of LIBOR plus 275 basis points and was scheduled to mature on July 1, 2005.

On
July 28, 2004, we refinanced a consolidated Property with a $86.0 million, 5.65% fixed rate mortgage that matures on August 11, 2014. The balance of the previous
mortgage was $45.0 million, bore interest at a variable rate of LIBOR plus 150 basis points and was scheduled to mature on June 12, 2005.

On
November 25, 2004, we paid off one mortgage encumbering a consolidated Property that was scheduled to mature on February 1, 2005. The mortgage had a balance of
$36.0 million and bore interest at a fixed rate of 7.42%.



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

Debt Subject to

Adjusted Balance
as of December 31,
2004

Effective
Weighted Average
Interest Rate

Adjusted Balance
as of December 31,
2003

Effective
Weighted Average
Interest RateFixed Rate

$
10,766,015

6.48%

$
8,499,750

6.71%Variable Rate


3,820,378

3.06%


1,766,638

2.61%$
14,586,393

5.58%

$
10,266,388

6.00%


As of December 31, 2004, we had interest rate cap protection agreements on $257.1 million of consolidated variable rate debt. We had interest rate
protection agreements effectively converting variable rate debt to fixed rate debt on $65.5 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 2.71% and a weighted average fixed receive rate of 3.72% at December 31, 2004. As of December 31, 2004,
the net effect of these agreements effectively converted $304.5 million of fixed rate debt to variable rate debt. As of December 31, 2003, the net effect of these agreements effectively
converted $237.0 million of fixed rate debt to variable rate debt.

Contractual Obligations and Off-balance Sheet Arrangements:The following table summarizes
the material aspects of our future obligations as of December 31, 2004 (dollars in thousands):

|                                                  |                    | 2005 |           | 2006 - 2007 |   | 2008 - 2010 |           | After 2010 |           | Total    
|------------------------------------------------- | ------------------ | ---- | --------- | ----------- | - | ----------- | --------- | ---------- | --------- | ---------
|Long Term Debt                                    |                    |      |           |             |   |             |           |            |           |          
|Consolidated (1)                                  |                    | $    | 1,542,161 |             | $ | 4,692,333   |           | $          | 4,208,665 |          
|                                                  |                    |      |           |             |   |             |           |            |           |          
|Pro Rata Share Of Long Term Debt:                 |                    |      |           |             |   |             |           |            |           |          
|                                                  | Consolidated (2)   |      | $         | 1,539,463   |   | $           | 4,649,859 |            | $         | 4,117,140
|                                                  | Joint Ventures (2) |      |           | 181,099     |   |             | 672,066   |            |           | 798,745  
|                                                  |                    |      |           |             |   |             |           |            |           |          
|Total Pro Rata Share Of Long Term Debt            |                    |      | 1,720,562 |             |   | 5,321,925   |           |            | 4,915,885 |          
|Consolidated Capital Expenditure Commitments (3)  |                    |      | 296,571   |             |   | 65,929      |           |            | -         |          
|Joint Venture Capital Expenditure Commitments (3) |                    |      | 57,145    |             |   | 16,074      |           |            | -         |          
|Consolidated Ground Lease Commitments             |                    |      | 13,993    |             |   | 30,782      |           |            | 46,831    |          
|                                                  |                    |      |           |             |   |             |           |            |           |          
|Total                                             |                    | $    | 2,088,271 |             | $ | 5,434,710   |           | $          | 4,962,716 |          
|                                                  |                    |      |           |             |   |             |           |            |           |          

---

58

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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.

We
expect to meet our 2005 debt maturities 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. We incurred interest expense during 2004 of $662.1 million net of capitalized interest of $14.6 million.

Our
off-balance sheet arrangements consist primarily of our investments in real estate joint ventures which are common in the real estate industry and are described in
Note 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, 2004, we have guaranteed or have provided letters of credit to support $104.7 million of our total $2.8 billion share of joint
venture mortgage and other indebtedness presented in the table above.



Commensurate with the acquisition of Chelsea on October 14, 2004, we issued 18,015,506 6% Series I Convertible Perpetual Preferred Units and 796,948
Series J 83/8% Cumulative Redeemable Preferred Units.

During
2004, all outstanding units of our 8% Series E Cumulative Redeemable Preferred Units were redeemed. We had 1,071,456 preferred units converted to common units. In addition
1,156,039 preferred units were repurchased. We also issued a total of 4,194,117 common units to the limited partner holders who exercised their conversion rights.



Significant Acquisitions.On October 14, 2004, Simon Property completed its $5.2 billion
(including assumption of debt) acquisition of Chelsea Property Group, Inc. (Chelsea). We and Simon Property issued securities to Chelsea's stockholders and limited partners. Chelsea common
stockholders received per share merger consideration of: $36.00 in cash; 0.2936 of a share of Simon Property common stock; and 0.3000 of a share of Simon Property
Series I 6% Convertible Perpetual Preferred Stock (Series I Preferred Stock). In total, Simon Property issued the following shares of common and preferred stock to Chelsea common
stockholders:

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 shares 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 transaction, we issued to the limited partners of CPG Partners, L.P., the operating partnership subsidiary of Chelsea, our units and convertible preferred
units as follows.

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

Also
during 2004, we:

59

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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 2004, we disposed of five non-core properties that no longer met our strategic criteria.
These consisted of three regional malls, one community center, and one Premium Outlet. We do not believe the sale of these Properties will have a material impact on our future results of operations or
cash flows and their removal from service and sale will not materially affect our ongoing operations. We believe the disposition of these Properties will enhance the average overall quality of our
Portfolio.

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 regional mall properties. 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.



New U.S. Developments.The following describes selected new development projects, the estimated total
net cost, our share of the estimated total net cost and construction in progress as of December 31, 2004 (dollars in millions):

|Property                         |  | Location                  |  | Gross
Leasable
Area |  | Estimated
Total Net
Cost (b) |     | Our Share of
Estimated
Total Net
Cost |   | Our Share of
Construction
in Progress (a) |  | Actual/Estimated
Opening Date
|-------------------------------- |  | ------------------------- |  | ------------------- |  | ---------------------------- | --- | ------------------------------------- | - | ----------------------------------------- |  | -----------------------------
|The Town Center at Coconut Point |  | Estero/Bonita Springs, FL |  | 1,200,000           |  | $                            | 189 |                                       | $ | 95                                        |  | $                            
|St. Johns Town Center (c)        |  | Jacksonville, FL          |  | 1,500,000           |  |                              | 126 |                                       |   | 107                                       |  |                              
|Seattle Premium Outlets          |  | Tulalip, WA               |  | 383,000             |  |                              | 58  |                                       |   | 58                                        |  |                              
|Wolf Ranch                       |  | Georgetown, TX (Austin)   |  | 670,000             |  |                              | 62  |                                       |   | 62                                        |  |                              
|Rockaway Plaza                   |  | Rockaway, NJ              |  | 250,000             |  |                              | 8   |                                       |   | 8                                         |  |                              
|Firewheel Center                 |  | Garland, TX               |  | 785,000             |  |                              | 98  |                                       |   | 98                                        |  |                              

---

We expect to fund these capital projects with either available cash flow from operations, borrowings from our Credit Facility, or project specific
construction loans. Our share of expected 2005 new development costs related to the above projects is approximately $150 million in 2005. In addition, we also expect to fund
development/predevelopment costs related to certain other new U.S. developments amounting to $170 million in 2005.

Strategic U.S. 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 construction in progress as of December 31, 2004 (dollars in
millions):

|Property                  |  | Location      |  | Gross
Leasable
Area |  | Estimated
Total Cost (b) |    | Our Share of
Estimated
Total Cost |   | Our Share of
Construction
in Progress (a) |  | Actual/Estimated
Opening Date
|------------------------- |  | ------------- |  | ------------------- |  | ------------------------ | -- | --------------------------------- | - | ----------------------------------------- |  | -----------------------------
|Aurora Mall               |  | Aurora, CO    |  | 380,000             |  | $                        | 45 |                                   | $ | 45                                        |  | $                            
|Southpark Mall (Phase II) |  | Charlotte, NC |  | 250,000             |  |                          | 31 |                                   |   | 31                                        |  |                              

---

In
addition to the above two projects, we also expect to fund development/predevelopment related to certain other new U.S. expansions and renovations amounting to $70 million in
2005.

60

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

2004

2003

2002New Developments

$
215

$
105

$
11Renovations and Expansions


241


187


94Tenant Allowances


74


54


60Operational Capital Expenditures


16


6


46Total

$
546

$
352

$
211


International.In 2003 we significantly increased our presence in Europe through our joint venture with
the Rinascente Group, Gallerie Commerciali Italia ("GCI"). 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 of the Euro, Yen, and Peso are not material. In addition, since cash flow from operations is currently being reinvested
in other development projects, we do not expect to repatriate foreign denominated earnings for the next few years.

The
agreements for our 34.7% interest in European Retail Enterprises, B.V. ("ERE") are structured to allow us to acquire an additional 26.1% ownership interest over time. The future
commitments to purchase shares from three of the existing stockholders of ERE are based upon a multiple of adjusted results of operations in the year prior to the purchase of the shares. Therefore,
the actual amount of these additional commitments may vary. The current estimated additional commitments is approximately $60 million to purchase shares of stock of ERE, assuming that the three
existing stockholders exercise their rights under put options. We expect these purchases to be made from 2006-2008. In addition, the agreements contain normal buy/sell provisions as
previously described, as well as a marketing right which a partner may exercise. We and the other significant owner of ERE have the right
to market the sale of the entire company, subject to a right of first offer to the non-selling partner. If the non-selling partner does not exercise its right for a specified
price, then the selling partner can sell each partners' interest in ERE commencing in the second quarter of 2005. Our partner has initiated a process in order to exercise this marketing right but has
not yet given us the notice required to formally commence the marketing right or allow us to exercise our right of first offer.

The
carrying amount of our total combined investment in ERE and GCI of December 31, 2004 net of the related cumulative translation adjustment was $320.6 million, including
subordinated debt in ERE. Our investments in ERE and GCI are accounted for using the equity method of accounting. Currently a total of 3 European developments are under construction which will add
approximately 3.9 million square feet of GLA for a total net cost of approximately €422 million, of which our share is approximately €85 million.

As
of December 31, 2004, the carrying amount of our 40% investment in the four Japanese Premium Outlet joint ventures was $398.3 million, and is accounted for using the
equity method of accounting. There is a single project under expansion in Nagoya, Japan which contains 178,000 square feet of GLA to Toki Premium Outlets for a total net cost of $44 million, of
which our share is approximately $18 million.



On February 5, 2005, the Simon Property Board of Directors approved an increase in the annual distribution rate to $2.80 per unit. Distributions during
2004 aggregated $2.60 per unit and distributions during 2003 aggregated $2.40 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 Simon Property Board of Directors based on actual results of operations, cash available for distributions, and what may be required to maintain Simon Property's status as a REIT.

61

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Market Risk

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. 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 manage this exposure by refinancing fixed rate debt at times when rates and terms are appropriate.

We
are also exposed to foreign currency risk on financings of 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.

Our
future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily LIBOR. Based upon consolidated
indebtedness and interest rates at December 31, 2004, a 0.50% increase in the market rates of interest would decrease future earnings and cash flows by approximately $19.1 million, and
would decrease the fair value of debt by approximately $252.2 million. A 0.50% decrease in the market rates of interest would increase future earnings and cash flows by approximately
$19.1 million, and would increase the fair value of debt by approximately $260.8 million.

Retail Climate and Tenant Bankruptcies

Bankruptcy filings by retailers are normal in the course of our operations. We are continually releasing vacant spaces resulting from tenant terminations.
Pressures that affect consumer confidence, job growth, energy costs and income gains can affect retail sales growth, and a continuing soft economic cycle may impact our ability to retenant property
vacancies resulting from store closings or bankruptcies. We lost approximately 500,000 square feet of mall shop tenants in 2004.

The
geographical diversity of our Portfolio mitigates some of the risk of an economic downturn. In addition, the diversity of our tenant mix also is important because no single retailer
represents either more than 1.7% of total GLA or more than 4.0% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities for us to release
spaces at higher rents to tenants with enhanced sales performance. We have demonstrated an ability to successfully retenant anchor and inline store locations during soft economic cycles. While these
factors reflect some of the inherent strengths of our portfolio in a difficult retail environment, we cannot assure you that we will successfully execute our releasing strategy.

Insurance

We maintain commercial general liability "all risk" property coverage including fire, flood, extended coverage and rental loss insurance on our Properties.
Rosewood Indemnity, Ltd, a wholly-owned subsidiary of the Management Company, indemnifies 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 a portion
of our 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 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. This policy is in place throughout the remainder of 2005.

Inflation

Inflation has remained relatively low in recent years and has had minimal impact on the operating performance of the Properties. Nonetheless, substantially all of
the tenants' leases contain provisions designed to lessen our exposure to the impact of inflation. These provisions include clauses enabling us to receive percentage rentals based on tenants' gross
sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less
than ten years, which may enable us to replace existing leases with new leases at higher base and/or percentage rentals if rents of the existing leases are below the then-existing market
rate. A substantial portion of our leases, other than those for anchors,

62

---



require
the tenant to pay their proportionate share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and
operating expenses resulting from inflation. For most of our remaining leases, we receive fixed reimbursement from the tenant which is subject to annual adjustments.

However,
inflation may have a negative impact on some of our other operating items. Interest and general and administrative expenses may be adversely affected by inflation as these
specified costs could increase at a rate higher than rents. Also, for tenant leases with stated rent increases, inflation may have a negative effect as the stated rent increases in these leases could
be lower than the increase in inflation at any given time.

Seasonality

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

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

Environmental Matters

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

Item 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.

63

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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 the 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 that date.

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 2004 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 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, 2004. 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, 2004, 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 this
Form 10-K.

64

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Report Of Independent Registered Public Accounting Firm On
Internal Control Over Financial Reporting

To
the Board of Directors of Simon Property Group, Inc.:

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. maintained effective internal control over financial reporting as of December 31, 2004, 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.'s 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. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated,
in all material respects, based on the COSO criteria. Also, in our opinion, Simon Property Group, L.P. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2004, 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, 2004 and 2003, 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, 2004, and the financial statement schedule listed in the Index at Item 15, and our report dated March 14, 2005, expressed an unqualified opinion
thereon.

|                                     |  | /s/ERNST & YOUNG LLP
|------------------------------------ |  | --------------------
|Indianapolis, Indiana
March 14, 2005 |  |                     

Item 9B.    Other Information

None.

65

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Part III

Item 10.    Directors and Executive Officers of the Registrant

The general partner of the Operating Partnership is Simon Property. The information required by this item is incorporated herein by reference to Simon Property's
definitive Proxy Statement for its annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A and is included under the caption "Executive Officers of the
Registrant" in Part I thereof.

Item 11.    Executive Compensation

The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its annual meeting of stockholders to
be filed with the Commission pursuant to Regulation 14A.

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

The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its annual meeting of stockholders to
be filed with the Commission pursuant to Regulation 14A.

Item 13.    Certain Relationships and Related Transactions

The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its annual meeting of stockholders to
be filed with the Commission pursuant to Regulation 14A.

Item 14.    Principal Accounting Fees and Services

The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its annual meeting of stockholders to
be filed with the Commission pursuant to Regulation 14A.

66

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

|    |  |                                                                                                                 |  |                                                                                                  |  | Page No.
|--- |  | --------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | --------
|(1) |  | Financial Statements                                                                                            |  |                                                                                                 
|    |  | Report of Independent Registered Public Accounting Firm                                                         |  | 68                                                                                              
|    |  |                                                                                                                 |  | Consolidated Balance Sheets as of December 31, 2004 and 2003                                     |  | 69      
|    |  |                                                                                                                 |  | Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002       |  | 70      
|    |  |                                                                                                                 |  | Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002       |  | 71      
|    |  |                                                                                                                 |  | Consolidated Statements of Partners' Equity for the years ended December 31, 2004, 2003 and 2002 |  | 72      
|    |  | Notes to Consolidated Financial Statements                                                                      |  | 73                                                                                              
|(2) |  | Financial Statement Schedule                                                                                    |  |                                                                                                 
|    |  | Simon Property Group, L.P. and Subsidiaries Schedule III  Schedule of Real Estate and Accumulated Depreciation |  | 110                                                                                             
|    |  | Notes to Schedule III                                                                                           |  | 117                                                                                             
|(3) |  | Exhibits                                                                                                        |  |                                                                                                 
|    |  | The Exhibit Index attached hereto is hereby incorporated by reference to this Item                              |  | 118                                                                                             

67

---



Report Of Independent Registered Public Accounting Firm

To
the Board of Directors of Simon Property Group, Inc.:

We
have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. and Subsidiaries as of December 31, 2004 and 2003, 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, 2004. 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.'s 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, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with
U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic 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.'s internal
control over financial reporting as of December 31, 2004, 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 14, 2005, expressed an unqualified opinion thereon.

|                                     |  | /s/ERNST & YOUNG LLP
|------------------------------------ |  | --------------------
|Indianapolis, Indiana
March 14, 2005 |  |                     

68

---



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

|                                                                                                              |                                                                                                                                      | December 31,
2004                      |            | December 31,
2003 |           
|------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------- | ---------- | ----------------- | ----------
|ASSETS:                                                                                                       |                                                                                                                                      |                                        |            |                   |           
|                                                                                                              | Investment properties, at cost                                                                                                       |                                        | $          | 21,085,693        |           
|                                                                                                              |                                                                                                                                      | Less  accumulated depreciation        |            |                   | 3,136,195 
|                                                                                                              |                                                                                                                                      |                                        |            |                   |           
|                                                                                                              |                                                                                                                                      |                                        | 17,949,498 |                   |           
|                                                                                                              | Cash and cash equivalents                                                                                                            |                                        |            | 519,556           |           
|                                                                                                              | Tenant receivables and accrued revenue, net                                                                                          |                                        |            | 358,990           |           
|                                                                                                              | Investment in unconsolidated entities, at equity                                                                                     |                                        |            | 1,920,983         |           
|                                                                                                              | Deferred costs and other assets                                                                                                      |                                        |            | 1,172,875         |           
|                                                                                                              |                                                                                                                                      |                                        |            |                   |           
|                                                                                                              |                                                                                                                                      | Total assets                           |            | $                 | 21,921,902
|                                                                                                              |                                                                                                                                      |                                        |            |                   |           
|LIABILITIES:                                                                                                  |                                                                                                                                      |                                        |            |                   |           
|                                                                                                              | Mortgages and other indebtedness                                                                                                     |                                        | $          | 14,586,393        |           
|                                                                                                              | Accounts payable, accrued expenses, intangibles and deferred revenues                                                                |                                        |            | 1,111,481         |           
|                                                                                                              | Cash distributions and losses in partnerships and joint ventures, at equity                                                          |                                        |            | 37,739            |           
|                                                                                                              | Other liabilities, minority interest, and accrued distributions                                                                      |                                        |            | 324,160           |           
|                                                                                                              |                                                                                                                                      |                                        |            |                   |           
|                                                                                                              |                                                                                                                                      | Total liabilities                      |            |                   | 16,059,773
|                                                                                                              |                                                                                                                                      |                                        |            |                   |           
|COMMITMENTS AND CONTINGENCIES                                                                                 |                                                                                                                                      |                                        |            |                   |           
|7.75%/8.00% Cumulative Redeemable Preferred Units, 822,588 units issued and outstanding, at liquidation value |                                                                                                                                      |                                        | 82,259     |                   |           
|PARTNERS' EQUITY:                                                                                             |                                                                                                                                      |                                        |            |                   |           
|                                                                                                              | Preferred units, 33,042,122 and 17,530,898 units outstanding, respectively. Liquidation values $1,402,330 and $552,912, respectively |                                        |            | 1,393,269         |           
|                                                                                                              | General Partner, 218,635,551 and 200,311,053 units outstanding, respectively                                                         |                                        |            | 3,516,902         |           
|                                                                                                              | Limited Partners, 60,876,619 and 60,591,896 units outstanding, respectively                                                          |                                        |            | 980,316           |           
|                                                                                                              | Note receivable from Simon Property (interest at 7.8%, due 2009)                                                                     |                                        |            | (88,804           | )         
|                                                                                                              | Unamortized restricted stock award                                                                                                   |                                        |            | (21,813           | )         
|                                                                                                              |                                                                                                                                      |                                        |            |                   |           
|                                                                                                              |                                                                                                                                      | Total partners' equity                 |            |                   | 5,779,870 
|                                                                                                              |                                                                                                                                      |                                        |            |                   |           
|                                                                                                              |                                                                                                                                      | Total liabilities and partners' equity |            | $                 | 21,921,902
|                                                                                                              |                                                                                                                                      |                                        |            |                   |           

The accompanying notes are an integral part of these statements.

69

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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                                                                           |                                   |          
|                                                                | Impairment charge                                                                                                 |                                   |          
|                                                                | Other                                                                                                             |                                   |          
|                                                                |                                                                                                                   |                                   |          
|                                                                |                                                                                                                   | Total operating expenses          |          
|                                                                |                                                                                                                   |                                   |          
|OPERATING INCOME                                                |                                                                                                                   |                                   | 1,048,011
|Interest expense                                                |                                                                                                                   |                                   | 662,085  
|                                                                |                                                                                                                   |                                   |          
|Income before minority interest                                 |                                                                                                                   |                                   | 385,926  
|Minority interest                                               |                                                                                                                   |                                   | (9,687   
|(Loss) gain on sales of assets and other, net                   |                                                                                                                   |                                   | (760     
|Gain from debt related transactions, net                        |                                                                                                                   |                                   |         
|Income tax expense of taxable REIT subsidiaries                 |                                                                                                                   |                                   | (11,770  
|                                                                |                                                                                                                   |                                   |          
|Income before unconsolidated entities                           |                                                                                                                   |                                   | 363,709  
|Income from unconsolidated entities                             |                                                                                                                   |                                   | 81,113   
|                                                                |                                                                                                                   |                                   |          
|Income from continuing operations                               |                                                                                                                   |                                   | 444,822  
|Results of operations from discontinued operations              |                                                                                                                   |                                   | (293     
|(Loss) gain on disposal or sale of discontinued operations, net |                                                                                                                   |                                   | (252     
|                                                                |                                                                                                                   |                                   |          
|NET INCOME                                                      |                                                                                                                   |                                   | 444,277  
|Preferred unit requirement                                      |                                                                                                                   |                                   | (63,566  
|                                                                |                                                                                                                   |                                   |          
|NET INCOME AVAILABLE TO UNITHOLDERS                             |                                                                                                                   | $                                 | 380,711  
|                                                                |                                                                                                                   |                                   |          
|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 adjustment                                                                                   |                                   |          
|                                                                | Other                                                                                                             |                                   |          
|                                                                |                                                                                                                   |                                   |          
|                                                                | Comprehensive Income                                                                                              |                                   | $        
|                                                                |                                                                                                                   |                                   |          

The accompanying notes are an integral part of these statements.

70

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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                                        
|                                                 |            |                                                                                     | Gain from debt related transactions, net                                   
|                                                 |            |                                                                                     | Loss (Gain) on sales of assets and other, net                              
|                                                 |            |                                                                                     | Loss (Gain) on disposal or sale of discontinued operations, net            
|                                                 |            |                                                                                     | Straight-line rent                                                         
|                                                 |            |                                                                                     | Minority interest                                                          
|                                                 |            |                                                                                     | Minority interest distributions                                            
|                                                 |            |                                                                                     | Equity in income of unconsolidated entities                                
|                                                 |            |                                                                                     | Distributions of income from unconsolidated entities                       
|                                                 |            | Changes in assets and liabilities                                                  |                                                                            
|                                                 |            |                                                                                     | Tenant receivables and accrued revenue                                     
|                                                 |            |                                                                                     | Deferred costs and other assets                                            
|                                                 |            |                                                                                     | Accounts payable, accrued expenses, deferred revenues and other liabilities
|                                                 |            |                                                                                     |                                                                            
|                                                 |            |                                                                                     |                                                                            
|                                                 |            |                                                                                     |                                                                            
|CASH FLOWS FROM INVESTING ACTIVITIES:            |            |                                                                                     |                                                                            
|                                                 |            | Acquisitions                                                                        |                                                                            
|                                                 |            | Capital expenditures, net                                                           |                                                                            
|                                                 |            | Cash from acquisitions                                                              |                                                                            
|                                                 |            | Cash from the consolidation of joint ventures and the Management Company            |                                                                            
|                                                 |            | Net proceeds from sale of assets, partnership interest, and discontinued operations |                                                                            
|                                                 |            | Investments in unconsolidated entities                                              |                                                                            
|                                                 |            | Distributions of capital from unconsolidated entities and other                     |                                                                            
|                                                 |            | Notes and advances to the Management Company and affiliate                          |                                                                            
|                                                 |            |                                                                                     |                                                                            
|                                                 |            |                                                                                     |                                                                            
|                                                 |            |                                                                                     |                                                                            
|CASH FLOWS FROM FINANCING ACTIVITIES:            |            |                                                                                     |                                                                            
|                                                 |            | Partnership contributions and issuance of units                                     |                                                                            
|                                                 |            | Purchase of preferred units and units                                               |                                                                            
|                                                 |            | Partnership unit redemptions                                                        |                                                                            
|                                                 |            | Minority interest contributions, net                                                |                                                                            
|                                                 |            | Partnership distributions                                                           |                                                                            
|                                                 |            | Mortgage and other indebtedness proceeds, net of transaction costs                  |                                                                            
|                                                 |            | Mortgage and other indebtedness principal payments                                  |                                                                            
|                                                 |            |                                                                                     |                                                                            
|                                                 |            |                                                                                     |                                                                            
|                                                 |            |                                                                                     |                                                                            
|(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |            |                                                                                     | (9,480                                                                     
|CASH AND CASH EQUIVALENTS, beginning of year     |            |                                                                                     | 529,036                                                                    
|                                                 |            |                                                                                     |                                                                            
|CASH AND CASH EQUIVALENTS, end of year           |            | $                                                                                   | 519,556                                                                    
|                                                 |            |                                                                                     |                                                                            

The accompanying notes are an integral part of these statements.

71

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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, 2001                                                                                                                |  | $               | 1,028,318 |                                           | $ | 2,266,472        |   | $                                  | 841,758  |                                     | $ | (20,297                | )
|                                                                                                                                            |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|General partner contributions (671,836 units)                                                                                               |  |                 |           |                                           |   | 15,680           |   |                                    |          |                                     |   |                        |  
|Conversion of 49,839 Series A Preferred Units into 1,893,651 units                                                                          |  |                 | (63,688   | )                                         |   | 63,518           |   |                                    |          |                                     |   |                        |  
|Units issued as dividend (19,375 units)                                                                                                     |  |                 |           |                                           |   | 651              |   |                                    |          |                                     |   |                        |  
|Common units issued (9,000,000 units)                                                                                                       |  |                 |           |                                           |   | 321,390          |   |                                    |          |                                     |   |                        |  
|Accretion of preferred units                                                                                                                |  |                 | 476       |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Limited partner units converted to common units (173,442 units)                                                                             |  |                 |           |                                           |   | 5,709            |   |                                    | (5,709   | )                                   |   |                        |  
|Stock incentive program (-21,070 forfeited units, net)                                                                                      |  |                 |           |                                           |   | (602             | ) |                                    |          |                                     |   | 604                    |  
|Amortization of stock incentive                                                                                                             |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   | 8,957                  |  
|Other (includes 10,895 units converted to cash)                                                                                             |  |                 |           |                                           |   | 400              |   |                                    | (373     | )                                   |   |                        |  
|Adjustment to limited partners' interest from increased ownership in the Operating Partnership                                              |  |                 |           |                                           |   | (67,741          | ) |                                    | 67,726   |                                     |   |                        |  
|Distributions                                                                                                                               |  |                 | (75,541   | )                                         |   | (388,437         | ) |                                    | (138,790 | )                                   |   |                        |  
|Net income                                                                                                                                  |  |                 | 75,541    |                                           |   | 355,369          |   |                                    | 127,206  |                                     |   |                        |  
|Other comprehensive income                                                                                                                  |  |                 |           |                                           |   | 1,800            |   |                                    | 624      |                                     |   |                        |  
|                                                                                                                                            |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|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 units issued (120,671 units)                                                                                                |  |                 |           |                                           |   |                  |   |                                    | 6,000    |                                     |   |                        |  
|Issuance of 7.5% Cumulative Redeemable Preferred Units (4,277 units)                                                                        |  |                 | 428       |                                           |   |                  |   |                                    |          |                                     |   |                        |  
|Issuance of limited partner 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) (4,753,794 to limited partners, 13,261,712 to Simon Property) |  |                 | 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 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  | )                                   |   |                        |  
|Other unit repurchases (-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 -301,536 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                | )
|                                                                                                                                            |  |                 |           |                                           |   |                  |   |                                    |          |                                     |   |                        |  

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 unit and per unit amounts and where indicated as in millions or billions)

1.    Organization

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

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls, Premium Outlet® centers and community shopping centers. As of December 31, 2004, we owned or held an interest in 296 income-producing properties in the United
States, which consisted of 171 regional malls, 71 community shopping centers, 31 Premium Outlet centers and 23 other properties in 40 states plus Puerto Rico (collectively, the "Properties", and
individually, a "Property"). Other properties are properties that include retail space, office space, and/or hotel components. In addition, we also own interests in twelve 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 (in France, Italy, Poland and Portugal); four
Premium Outlet centers in Japan; one Premium Outlet center in Mexico; and one shopping center in Canada.

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:

M.S.
Management Associates, Inc. (the "Management Company") is our wholly-owned subsidiary that provides leasing, management, and development services to most of the Properties.
In addition, insurance subsidiaries of the Management Company insure: the self-insured retention portion of our general liability program; the deductible associated with our workers'
compensation programs; and provide reinsurance for the primary layer of general liability coverage to our third party maintenance providers while performing services under contract with us. Third
party providers provide coverage above the insurance subsidiaries' limits.



On January 1, 2003, we acquired all of the remaining equity interests of the Management Company from three Simon family members for a total purchase price
of $425, which was equal to the appraised value of the interests
as determined by an independent third party. The acquisition was approved by Simon Property's independent directors. As a result, the Management Company is now our wholly owned consolidated taxable
REIT subsidiary ("TRS"). See Note 7 for further discussion of the operations of the Management Company for the year ended December 31, 2002.

2.    Basis of Presentation and Consolidation

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

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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 our ability to:

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

The
deficit minority interest balances in the accompanying consolidated balance sheets represent outside partners' interests in the net equity of certain properties. We record 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 non-controlling ownership interests in Properties and prior to 2003 our investment in the Management Company. 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, 2004, of our 353 properties we consolidated 209 wholly-owned properties, consolidated 20 additional properties that are less than wholly-owned which we
control, and accounted for 124 properties using the equity method. We manage the day-to-day operations of 58 of the 124 equity method properties.

We
allocate our net operating results after preferred distributions (see Note 10) based on our partners' respective ownership interests. In addition, Simon Property owns certain
of our preferred units (Note 10). Simon Property's weighted average ownership interest in the Operating Partnership was as follows:

For the Year Ended December 31,2004

2003

200277.7%

75.4%

73.6%


Simon
Property's ownership interest in the Operating Partnership as of December 31, 2004 was 78.2% and at December 31, 2003 was 76.8%. We adjust the limited partners'
interest at the end of each period to reflect their ownership interest in us. 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 35 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

74

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tenant
improvements utilizing the straight-line method over the term of the related lease. 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 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.

Goodwill
resulted from the merger with Corporate Property Investors, Inc. in 1998. We review goodwill for impairment at the reporting unit level on an annual basis or more
frequently if an event occurs that would change the fair value of the reporting unit below its carrying amount. If we determine the reporting unit is impaired, the loss would be recognized as an
impairment loss in income. Goodwill is reflected in "deferred costs and other assets" in the accompanying consolidated balance sheets.



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." These components typically include buildings, land and intangibles related to in-place leases and we estimate:

We
amortize all of these amounts over the remaining estimated life of the building or average term of the acquired in-place leases, as appropriate. We also estimate the
value of tenant or other customer relationships acquired, if any, which are amortized over the term of the related leases and any expected renewals. Any remaining amount of value will be allocated to
in-place leases, as deemed appropriate under the circumstances.



In 2002, we adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). 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 five properties sold during 2004, the thirteen properties sold in 2003, and the seven properties sold in 2002 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 $6.0 million for the year ended
December 31, 2004, $47.8 million for the year ended December 31, 2003 and $72.1 million for the year ended December 31, 2002.

75

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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. Our balance of
cash and cash equivalents includes a balance of $185.6 million related to our gift card program which we do not consider 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 the insurance subsidiaries of the Management Company 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.

The
insurance subsidiaries of the Management Company are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access
to these securities may be restricted.



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 31,2004

2003

2002$
14,612

$
10,562

$
4,249




The Financial Accounting Standards Board (the "FASB") issued 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 owning and operation of retail real estate. We have aggregated our retail operations, including regional malls, Premium Outlets and community centers, into one reportable segment because they have
similar economic characteristics and provide similar products and services to similar types of tenants. Further, all material

76

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operations
are within the United States and no customer or tenant comprises more than 10% of consolidated revenues.



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 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 deferred costs
as of December 31 are as follows:

2004

2003Deferred financing and lease costs

$
418,447

$
300,792Accumulated amortization


(238,758
)

(177,062
)Deferred financing and lease costs, net

$
179,689

$
123,730


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

For the year ended December 31,2004

2003

2002Amortization of deferred financing costs

$
17,188

$
15,710

$
17,079Amortization of debt premiums net of discounts


(8,401
)

(5,723
)

(2,269
)Amortization of deferred leasing costs


19,209


18,626


17,210


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

Intangible Assets.Intangible assets are included in deferred costs and other assets on the
accompanying consolidated balance sheets. Amounts allocated as a component of our 2004 acquisitions are based on our preliminary valuations and will be finalized within one year. The unamortized
balance consists of the following as of December 31:

Average
Life (years)

2004

2003In-place lease intangibles

6.5

$
173,224

$
5,516Fair market value of above market leases

6.5


126,338


8,752Tenant relationship and other intangibles

10.0


176,250


$
475,812

$
14,268


We
also recorded intangible liabilities that are included in accounts payable, accrued expenses, intangibles, and deferred revenues on the consolidated balance sheets
related to the fair value of below market leases. The unamortized amounts as of December 31, 2004 and 2003 are $334.2 million and $81.7 million, respectively. The average life of
these intangibles approximates 6 years.

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

2004

2003Marketable securities of our captive insurance companies

$
95,493

$
49,579Goodwill


20,098


20,098Minority interests


51,412


41,467Prepaids, notes receivable, and other assets


350,371


359,430$
517,374

$
470,574




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.



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

2004

2003Cumulative translation adjustment

$
5,826

$
1,856Accumulated derivative gains, net


14,350


13,488Net unrealized gains on marketable securities


874


1,337Total accumulated comprehensive income

$
21,050

$
16,681




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 its sales threshold.

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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 anchors, require the tenant to pay their proportionate share of operating expenses, including common area maintenance, real
estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. For most of our remaining leases, we receive a fixed payment from the
tenant which is subject to an annual adjustment. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses.
Our advertising and promotional costs are expensed as incurred. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable
expenditures are incurred. We also receive escrow payments for these reimbursements from substantially all our tenants 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
and we believe these differences were not 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 subsidiaries as of December 31, 2004 and 2003 approximated $80.0 million and
$60.7 million, respectively.

We
recognize revenues from our gift card program when fees are earned according to the provisions of the card arrangements and respective terms and conditions.



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 ended:

For the year ended December 31,2004

2003

2002Balance at Beginning of Year

$
31,305

$
20,120

$
24,494Consolidation of Management Company


-


1,700


-Provision for Credit Losses


18,867


14,675


8,727Accounts Written Off


(13,255
)

(5,190
)

(13,101
)Balance at End of Year

$
36,917

$
31,305

$
20,120


79

---





As a partnership, the allocated share of earnings for each year is included in the income tax returns of the partners; accordingly, income taxes are not provided
in the accompanying consolidated financials statements. State income, franchise or other taxes were not significant in any of the periods presented.

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. 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.

As
a result of the consolidation of the Management Company, the deferred tax assets and liabilities and income tax expense of the Management Company are included in the accompanying
consolidated financial statements as of and for the years ended December 31, 2004 and 2003. As of December 31, 2004 and 2003, we had a net deferred tax asset of $11.3 million and
$22.0 million, respectively, related to 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 base basic earnings per unit on the weighted average number of units outstanding during the period. We determine diluted earnings per unit on the weighted
average number of units outstanding combined with the incremental weighted average units that would have been outstanding assuming all dilutive potential common units were converted into units at the
earliest date possible. The following table sets forth the computation for our basic and diluted earnings per unit.

80

---



|                                                                        |  | For the Year Ended December 31,
|----------------------------------------------------------------------- |  | -------------------------------
|
|Income from continuing operations, after the preferred unit requirement |  | $                              
|Discontinued operations                                                 |  |                                
|                                                                        |  |                                
|Net Income available to unitholders  Basic                             |  | $                              
|                                                                        |  |                                
|Effect of dilutive securities:                                          |  |                                
|Dilutive convertible preferred unit requirements                        |  |                                
|                                                                        |  |                                
|Net Income available to unitholders  Diluted                           |  | $                              
|                                                                        |  |                                
|Weighted Average units Outstanding  Basic                              |  |                                
|Effect of stock options                                                 |  |                                
|Effect of convertible preferred units                                   |  |                                
|                                                                        |  |                                
|Weighted Average units Outstanding  Diluted                            |  |                                
|                                                                        |  |                                

|                                                                        |  | For the Year Ended December 31,
|----------------------------------------------------------------------- |  | -------------------------------
|
|Basic Earnings per unit:                                                |  |                                
|Income from continuing operations, after the preferred unit requirement |  | $                              
|Discontinued operations                                                 |  |                                
|                                                                        |  |                                
|Net Income available to unitholders  Basic                             |  | $                              
|                                                                        |  |                                
|Diluted Earnings per unit:                                              |  |                                
|Income from continuing operations, after the preferred unit requirement |  | $                              
|Discontinued operations                                                 |  |                                
|                                                                        |  |                                
|Net Income available to unitholders  Diluted                           |  | $                              
|                                                                        |  |                                

For
the year ending December 31, 2004, potentially dilutive securities include stock options, and certain classes of preferred units. Units held by the limited
partners may be exchanged for shares of common stock in Simon Property, on a one-for-one basis in certain circumstances. If exchanged, the units would not have a dilutive
effect. We accrue distributions when they are declared.



We made certain reclassifications of prior period amounts in the financial statements to conform to the 2003 presentation. These reclassifications have no impact
on net income previously reported. These include reclassifying certain home office and regional office costs, and general and administrative expenses. Effective January 1, 2003, we adopted SFAS
No. 145 "Rescission of FASB Statements No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections" ("SFAS No. 145") and therefore we have reclassified those
items which no longer qualify as extraordinary items to income from continuing operations. In 2002, we reclassified $14.6 million, or $0.06 per unit, of gains from debt extinguishments of
consolidated Properties to "gains from debt related transactions, net."

81

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4.    Real Estate Acquisitions, Disposals, and Impairment



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 the Montgomery Mall mortgage discussed in Note 8 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 the mortgage
discussed in Note 8 and borrowings on the Credit Facility.

On
October 14, 2004, Simon Property completed its $5.2 billion (including assumption of debt) acquisition of Chelsea Property Group, Inc. (Chelsea). We and Simon Property issued
securities to Chelsea's stockholders and limited partners. Chelsea common stockholders received per share merger consideration of: $36.00 in cash; 0.2936 of a share of Simon Property common stock; and
0.3000 of a share of Simon Property Series I 6% Convertible Perpetual Preferred Stock (Series I Preferred Stock). In total, Simon Property issued the following shares of common and preferred
stock to Chelsea common stockholders:

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 8 3/8% 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 shares of Series J Preferred Stock. As a result, we issued to Simon Property an equivalent number of Series
J 8 3/8% Cumulative Redeemable Preferred Units with terms substantially the same as the related Series J Preferred Stock.

As
part of the transaction, we issued to the limited partner of CPG Partners, L.P., the operating partnership subsidiary of Chelsea, our units and convertible preferred units as
follows.

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

82

---



The
following summarized balance sheet represents the impact of the acquisition of Chelsea in 2004:

Investment properties, at cost

$
4,685,738Cash and cash equivalents


27,250Tenant receivables


4,052Investment in unconsolidated entities


417,439Deferred costs and other assets (including intangibles)


499,523Total assets

$
5,634,002Mortgages and other indebtedness

$
1,611,184Accounts payable, accrued expenses, intangibles and other


351,645Total liabilities

$
1,962,829


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.

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 interests 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.

Purchase
price allocations for all of the above 2004 business combinations are preliminary and will be finalized in 2005. Any adjustment to the values assigned to identified assets and
liabilities in finalizing the purchase price allocation for these business combinations above are not expected to have a material effect on consolidated net income.



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.

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 has been 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 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

83

---



partnerships
and account for six new 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.



On May 3, 2002, we purchased, jointly with certain private investor real estate companies, the partnership interests of Rodamco North America N.V.
("Rodamco") and its affiliates through the acquisition of Rodamco stock. Our portion of the acquisition includes the purchase of the remaining partnership interests in four of our existing joint
venture Properties, new partnership interests in nine additional Properties, and other partnership interests and assets. We acquired these partnership interests as part of our acquisition strategy to
acquire and own quality retail real estate thereby enhancing our overall Portfolio. The results of operations for the partnership interests acquired have been included in our results of operations
since May 3, 2002.

The
purchase price was €2.5 billion for the 45.1 million outstanding shares of Rodamco stock, or €55 per share, and the assumption of
certain Rodamco obligations. Our share of the total purchase price was approximately $1.6 billion, including €795.0 million or $720.7 million to acquire Rodamco
shares, the assumption of $579 million of debt and preferred units, and cash of $268.8 million to pay off our share of corporate level debt and unwind interest rate swap agreements.

We,
and the Management Company, hold the other Rodamco partnership interests and assets jointly with two other real estate companies. We account for these assets under the equity
method. These included our initial interest in Kravco, two notes receivable, an interest in a hotel, and three other retail properties. Some of these assets were considered held for sale and amounted
to approximately $8 million. We sold two of the other retail properties in 2002 for no gain or loss for approximately $4.4 million and we sold the remaining asset held for sale in 2003
for $2.9 million and recognized a nominal gain.

In
connection with the Rodamco acquisition we entered into a series of hedging transactions to manage our €795 million exposure to fluctuations in the Euro
currency, all of which were closed out at the completion of the acquisition. Our total net gains were $7.1 million on the hedging activities.

We
financed a portion of the Rodamco acquisition through the sale of two partnership interests acquired as part of the Rodamco acquisition and an existing partnership interest to
Teacher's Insurance and Annuity Association ("Teachers"). We sold these partnership interests for approximately $391.7 million, including approximately $198.0 million of cash and
approximately $193.7 million of debt assumed. Our sale of the existing partnership interest resulted in a net gain of $25.7 million.

As
a result of the Rodamco acquisition and the Teachers transaction, we consolidated five new partnerships and account for six new partnerships as joint ventures.

84

---





On July 19, 2002, we purchased the remaining two-thirds interest in Copley Place (we had acquired our initial interest in the Rodamco
acquisition) for $241.4 million, including $118.3 million in cash and the assumption of $123.1 million of debt. We funded the acquisition with borrowings from our existing Credit
Facility. As a result of this transaction, we have consolidated the results of operations of Copley Place since July 19, 2002.



We sold five non-core properties, consisting of three regional malls, one community center and one Premium Outlet center. In total, we received net
proceeds from these sales of approximately $34.3 million. As a result of these transactions, we recorded a net loss of $0.3 million during the twelve months ended December 31,
2004. The properties and their dates of sale consisted of:

As
of December 31, 2003, the carrying value of the properties sold at cost, net of accumulated depreciation was $27.0 million.

On
April 7, 2004, we sold a joint venture interest in a hotel property held by the Management Company and on April 8, 2004 we sold our joint venture interest in Yards
Plaza, in Chicago, Illinois for net proceeds of $17.0 million, resulting in a gain of $12.6 million, $8.3 million net of tax.

On
August 6, 2004, we completed the court ordered sale of our joint venture interest in Mall of America, in Minneapolis, Minnesota.

On
January 11, 2005, we sold our 50% interest in a joint venture Property that was accounted for on the equity method of accounting for $62.6 million resulting in a gain
of $10.4 million.



We sold 13 non-core properties, consisting of seven regional malls, five community centers and one mixed-use property. In total, we
received net proceeds from these sales of $275.1 million. As a result of these transactions, we recorded a net gain of $22.4 million during the twelve months ended December 31,
2003. The properties and their dates of sale consisted of:

As
of December 31, 2002, the carrying value of the properties sold during 2003 at cost, net of accumulated depreciation was $259.1 million.

85

---





On April 1, 2002, we sold our interest in Orlando Premium Outlets, one of our joint venture properties, for a gross sales price of $76.3 million,
including cash of $46.6 million and the assumption of our 50% share of $59.1 million of joint venture debt, resulting in a net gain of $39.0 million.

In
addition, on May 31, 2002, we sold our interests in the five joint venture value-oriented super-regional malls to the Mills Corporation, who was our partner in these
properties and who managed these joint ventures. We disposed of these joint venture interests in order to fund a portion of the Rodamco acquisition. We sold these joint venture interests for
approximately $421.8 million including $148.4 million of cash and the assumption of approximately $273.4 million of joint venture debt. The transaction resulted in a gain of
$122.2 million. We were also relieved of all guarantees of the indebtedness related to these five properties. In connection with this transaction, the Management Company also sold its land
partnership interests for $24.1 million that resulted in our $8.4 million share of gains, net of tax, recorded in income from unconsolidated entities. Also during 2002, we made the
decision to no longer pursue certain development projects. As a result, we wrote-off the carrying amount of our predevelopment costs and land acquisition costs associated with these
projects in the amount of $17.1 million, which is included in "gain (loss) on sales of assets and other, net" in the accompanying statements of operations and comprehensive income.

During
2002, we disposed of seven of our nine assets held for sale as of December 31, 2001. The seven assets disposed included three community centers and four regional malls.
The three community centers and two of the regional malls were sold for a net sales price of $28.1 million resulting in a net loss of $7.0 million. In addition, we negotiated with the
lenders the sale of our interests in one regional mall to a third party resulting in net proceeds of $3.6 million and deeded one regional mall to the lender in satisfaction of the outstanding
mortgage indebtedness. The two regional malls were encumbered with $52.2 million of indebtedness. The net impact of these two transactions resulted in a net gain on debt forgiveness of
$16.1 million that is reflected in "gain from debt related transactions, net" in the accompanying statements of operations and comprehensive income.

The
cash flows and results of operations of the Properties disposed of during the three years ended December 31, 2004 were not material to our cash flows and results of
operations. These Properties' removal from service will not materially affect our ongoing operations.

Impairment.In 2004, we recorded an $18.0 million impairment charge related to one Property. We
evaluate our Properties for the potential impairment of our assets 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.

5.    Pro Forma Financial Information (Unaudited)

The pro forma condensed consolidated statements of operations for the years ended December 31, 2004 and 2003 include adjustments for the acquisition of
Chelsea 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 the acquisitions, and related
transactions, in fact, occurred at the previously mentioned date, or to project results for any future period.

86

---



Other
acquisitions during 2004 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             |                                     |                                 |          
|Revenue:                                                    |                                     |                                 |          
|                                                            | Minimum rent                        |                                 | $        
|                                                            | Overage rent                        |                                 |          
|                                                            | Tenant reimbursements               |                                 |          
|                                                            | Management fees and other revenues  |                                 |          
|                                                            | Other income                        |                                 |          
|                                                            |                                     |                                 |          
|                                                            |                                     |                                 |          
|                                                            | Property operating                  |                                 |          
|                                                            | Depreciation and amortization       |                                 |          
|                                                            | Real estate taxes                   |                                 |          
|                                                            | Repairs and maintenance             |                                 |          
|                                                            | Advertising and promotion           |                                 |          
|                                                            | Provision for credit losses         |                                 |          
|                                                            | Home and regional office costs      |                                 |          
|                                                            | General and administrative          |                                 |          
|                                                            | Other (including impairment charge) |                                 |          
|                                                            |                                     |                                 |          
|                                                            |                                     |                                 |          
|Operating Income                                            |                                     |                                 | 1,072,530
|Interest expense                                            |                                     |                                 | 738,267  
|                                                            |                                     |                                 |          
|Income Before Minority Interest and Unconsolidated Entities |                                     |                                 | 334,263  
|Minority interest and other                                 |                                     |                                 | (10,447  
|Income tax expense of taxable REIT subsidiaries             |                                     |                                 | (11,770  
|                                                            |                                     |                                 |          
|Pro Forma Income before income from unconsolidated entities |                                     |                                 | 312,046  
|Income from unconsolidated entities                         |                                     |                                 | 91,354   
|                                                            |                                     |                                 |          
|Pro Forma Net Income                                        |                                     |                                 | 403,400  
|Preferred unit requirement                                  |                                     |                                 | 106,053  
|                                                            |                                     |                                 |          
|Pro Forma Net Income Available to Unitholders               |                                     | $                               | 297,347  
|                                                            |                                     |                                 |          
|Pro Forma Earnings Per Unit  Basic                         |                                     | $                               | 1.06     
|                                                            |                                     |                                 |          
|Pro Forma Earnings Per Unit  Diluted                       |                                     | $                               | 1.06     
|                                                            |                                     |                                 |          

---

87

---



6.    Investment Properties

Investment Properties consist of the following:

As of December 31,2004

2003Land

$
2,591,109

$
2,046,120Buildings and improvements


18,324,732


12,622,728Total land, buildings and improvements


20,915,841


14,668,848Furniture, fixtures and equipment


169,852


136,225Investment properties at cost


21,085,693


14,805,073Less  accumulated depreciation


3,136,195


2,534,898Investment properties at cost, net

$
17,949,498

$
12,270,175Construction in progress included in investment properties

$
392,664

$
243,520


7.    Investments in Unconsolidated Entities

Joint ventures are common in the real estate industry. We use joint ventures to finance properties and diversify our risk in a particular property or trade area.
We may also use joint ventures in the development of new properties. We held joint venture ownership interests in 67 Properties as of December 31, 2004 and 75 as of December 31, 2003, as
well as joint venture interests in our investments in 51 European shopping centers; four Premium Outlet centers in Japan; one Premium Outlet in Mexico; and one shopping center in Canada as of
December 31, 2004. We held 47 European shopping centers and one shopping center in Canada as of December 31, 2003. Since we do not control or otherwise have an interest that would
require us to consolidate these joint venture Properties, accounting principles generally accepted in the United States currently require that we account for these Properties on the equity method.
Substantially all of our joint venture Properties are subject to rights of first refusal, buy-sell provisions, or other sale rights for partners which are customary in real estate
partnership agreements and the industry. Each partner in these joint ventures may initiate these provisions at any time, which would result in either the sale of or the use of available cash or
borrowings to acquire the partnership interest.

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

88

---



"Discontinued
Joint Venture Interests" and "Consolidated Joint Venture Interests" so that we may present comparative results of operations for those joint venture interests held as of
December 31, 2004.

|                                                                  |                                        | December 31,
|----------------------------------------------------------------- | -------------------------------------- | ------------
|
|BALANCE SHEETS                                                    |                                        |             
|Assets:                                                           |                                        |             
|Investment properties, at cost                                    |                                        | $           
|Less  accumulated depreciation                                   |                                        |             
|                                                                  |                                        |             
|                                                                  |                                        |             
|Cash and cash equivalents                                         |                                        |             
|Tenant receivables                                                |                                        |             
|Investment in unconsolidated entities                             |                                        |             
|Deferred costs and other assets                                   |                                        |             
|Assets of Consolidated Joint Venture Interests                    |                                        |             
|Assets of Discontinued Joint Venture Interests                    |                                        |             
|                                                                  |                                        |             
|                                                                  | Total assets                           |             
|                                                                  |                                        |             
|Liabilities and Partners' Equity:                                 |                                        |             
|Mortgages and other indebtedness                                  |                                        | $           
|Accounts payable, accrued expenses, and deferred revenue          |                                        |             
|Other liabilities                                                 |                                        |             
|Mortgages and liabilities of Consolidated Joint Venture Interests |                                        |             
|Mortgages and liabilities of Discontinued Joint Venture Interests |                                        |             
|                                                                  |                                        |             
|                                                                  | Total liabilities                      |             
|Preferred units                                                   |                                        |             
|Partners' equity                                                  |                                        |             
|                                                                  |                                        |             
|                                                                  | Total liabilities and partners' equity |             
|                                                                  |                                        |             
|Our Share of:                                                     |                                        |             
|Total assets                                                      |                                        | $           
|                                                                  |                                        |             
|Partners' equity                                                  |                                        | $           
|Add: Excess Investment                                            |                                        |             
|                                                                  |                                        |             
|Our net Investment in Joint Ventures                              |                                        | $           
|                                                                  |                                        |             
|Mortgages and other indebtedness                                  |                                        | $           
|                                                                  |                                        |             

"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
generally amortize excess investment over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities. We periodically review
our ability to recover the carrying values of our investments in the joint venture Properties. If we conclude that any portion of our investment, including the excess investment, is not recoverable,
we record an adjustment to write off the unrecoverable amounts.

89

---



As
of December 31, 2004, scheduled principal repayments on joint venture indebtedness were as follows:

2005

$
500,8852006


1,083,3402007


512,9582008


790,0072009


526,266Thereafter


2,984,328Total principal maturities


6,397,784Net unamortized debt premiums


528Total mortgages and other indebtedness

$
6,398,312


This
debt becomes due in installments over various terms extending through 2017 with interest rates ranging from 1.14% to 9.04% and a weighted average rate of 5.84% at
December 31, 2004.

|                                                            |                               | 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                                            |                               |                                 | 655,449                 
|Interest Expense                                            |                               |                                 | 375,884                 
|                                                            |                               |                                 |                         
|Income Before Minority Interest and Unconsolidated Entities |                               |                                 | 279,565                 
|(Loss) Income from Unconsolidated Entities                  |                               |                                 | (5,129                  
|Minority interest                                           |                               |                                 |                        
|                                                            |                               |                                 |                         
|Income From Continuing Operations                           |                               |                                 | 274,436                 
|Income from Consolidated Joint Venture Interests            |                               |                                 | 19,378                  
|Income from Discontinued Joint Venture Interests            |                               |                                 | 6,431                   
|Gain on disposal or sale of Discontinued operations, net    |                               |                                 | 4,704                   
|                                                            |                               |                                 |                         
|Net Income                                                  |                               | $                               | 304,949                 
|                                                            |                               |                                 |                         
|Third-Party Investors' Share of Net Income                  |                               | $                               | 193,282                 
|                                                            |                               |                                 |                         
|Our Share of Net Income                                     |                               |                                 | 111,667                 
|Amortization of Excess Investment                           |                               |                                 | 30,554                  
|                                                            |                               |                                 |                         
|Income from Joint Ventures                                  |                               | $                               | 81,113                  
|                                                            |                               |                                 |                         

90

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The carrying amount of our total combined investment in two joint venture investments, European Retail Enterprises, B.V. ("ERE") and Gallerie Commerciali Italia
("GCI"), is $320.6 million as of December 31, 2004, net of the related cumulative translation adjustment, including subordinated debt in ERE. 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.

The
agreements for our 34.7% interest in ERE are structured to allow us to acquire an additional 26.1% ownership interest over time. The future commitments to purchase shares from three
of the existing stockholders of ERE are based upon a multiple of adjusted results of operations in the year prior to the purchase of the shares. Therefore, the actual amount of these additional
commitments may vary. The current estimated additional commitments is approximately $60 million to purchase shares of stock of ERE, assuming that the three existing stockholders exercise their
rights under put options. We expect these purchases to be made from 2006-2008. In addition, the agreements contain normal buy/sell provisions as previously described, as well as a
marketing right which a partner may exercise. We and the other significant owner of ERE have the right
to market the sale of the entire company, subject to a right of first offer to the non-selling partner. If the non-selling partner does not exercise its right for a specified
price, then the selling partner can sell each partners' interest in ERE commencing in the second quarter of 2005. Our partner has initiated a process in order to exercise this marketing right but has
not yet given us the notice required to formally commence the marketing right or allow us to exercise our right of first offer.



On January 1, 2003, we acquired all of the remaining equity interests of the Management Company, and as a result, the Management Company is now a
consolidated taxable REIT subsidiary. Prior to this, we owned voting and non-voting common stock and three classes of participating preferred stock of the Management Company; however, 95%
of the voting common stock was owned by three Simon family members. Prior to that date, we accounted for our investment in the Management Company using the equity method of accounting. At that time,
we exercised significant influence but did not control the financial and operating policies of the Management Company. Our preferred and common interest and our note receivable from the Management
Company entitled us to approximately 98% of the after-tax economic benefits of the Management Company's operations.

Prior
to the consolidation of the Management Company, common costs were allocated by the Management Company to us, based primarily on minimum and overage rent, using assumptions that we
believe are reasonable. The following data summarizes interest income and preferred dividends from the Management Company for the year ended December 31, 2002, included in other income, and
total costs incurred on consolidated properties related to services provided by the Management Company:

Interest and preferred dividends

$
13,620Total costs incurred on consolidated properties

$
76,469


Summarized
consolidated operating data of the Management Company for the year ended December 31, 2002 is as follows:

Total revenue

$
130,988Operating income

$
33,571Net loss attributable to common stockholders

$
(18,626
)


91

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8.    Indebtedness and Derivative Financial Instruments

Our mortgages and other indebtedness consist of the following:

|                                                                                                                                                        |  | December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|
|Fixed-Rate Debt                                                                                                                                         |  |             
|Mortgages and other notes, including $68,746 and $21,742 net premiums, respectively. Weighted average interest and maturity of 6.45% and 6.1 years.     |  | $           
|Unsecured notes, including $61,034 net premiums and $16,547 net discounts, respectively. Weighted average interest and maturity of 6.32% and 5.2 years. |  |             
|7% Mandatory Par Put Remarketed Securities, including $4,851 and $4,933 premiums, respectively, due June 2028 and subject to redemption June 2008.      |  |             
|Commercial mortgage pass-through, due December 2004                                                                                                     |  |             
|                                                                                                                                                        |  |             
|Total fixed-rate debt                                                                                                                                   |  |             
|Variable-Rate Debt                                                                                                                                      |  |             
|Mortgages and other notes, at face value, respectively. Weighted average interest and maturity of 3.58% and 2.5 years.                                  |  | $           
|Floating Rate Mandatory Extension Notes, due November 15, 2014.                                                                                         |  |             
|Credit Facility (see below)                                                                                                                             |  |             
|Acquisition Facility (see below)                                                                                                                        |  |             
|Alternative Currency Facilities                                                                                                                         |  |             
|Commercial mortgage pass-through certificates, due December 2004.                                                                                       |  |             
|Unsecured term loans. Weighted average rates and maturities of 3.34% and 2.4 years.                                                                     |  |             
|                                                                                                                                                        |  |             
|Total variable-rate debt                                                                                                                                |  |             
|Fair value interest rate swaps                                                                                                                          |  |             
|                                                                                                                                                        |  |             
|Total mortgages and other indebtedness, net                                                                                                             |  | $           
|                                                                                                                                                        |  |             

General.We have pledged 94 Properties as collateral to secure related mortgage notes including 9 pools
of cross-defaulted and cross-collateralized mortgages encumbering a total of 45 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 94 encumbered Properties, indebtedness of
23 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 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, 2004, we are in compliance with all our debt covenants.

Mortgages and Other Indebtedness.We have 94 encumbered consolidated properties at December 31,
2004. The balance of fixed and variable rate mortgage notes was $5.0 billion as of December 31, 2004 and of this amount $4.7 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 our limited partners guarantee a portion of our consolidated debt through foreclosure guarantees. In total, 53 limited partners provide guarantees of foreclosure of
$354.8 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

92

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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 limited partner 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.

On
January 22, 2004, we paid off a $60.0 million variable rate mortgage, at LIBOR plus 125 basis points, that encumbered one consolidated Property with proceeds from a
senior unsecured notes offering. In addition, we refinanced another consolidated mortgaged Property with a $32.0 million 6.05% fixed rate mortgage that matures on February 11, 2014. The
balance of the previous mortgage was $34.7 million at a variable rate of LIBOR plus 250 basis points and was scheduled to mature on April 1, 2004.

On
March 31, 2004, we secured a $86.0 million variable rate mortgage, at LIBOR plus 95 basis points, to permanently finance a portion of the Gateway Shopping Center
acquisition. The mortgage has an initial maturity date of March 31, 2005 with three, one-year, extensions available at our option.

On
April 27, 2004, we secured a $96.0 million fixed rate mortgage at 5.17% to permanently finance a portion of the Montgomery Mall acquisition. The mortgage has an
anticipated maturity date of May 11, 2014.

On
May 19, 2004, we secured a $260.0 million mortgage to permanently finance a portion of the Plaza Carolina Mall acquisition. The mortgage consists of two
fixed-rate tranches and three variable-rate tranches. The fixed-rate components total $100 million at a blended rate of 5.10% and have a maturity date of
May 9, 2009. The $160.0 million variable-rate components bear interest at LIBOR plus 90 basis points and have an initial maturity of May 9, 2006 with three,
one-year extensions available at our option. The initial weighted average all-in interest rate was approximately 3.2%.

On
June 15, 2004, we refinanced a pool of seven cross-collateralized mortgages totaling $219.4 million with a $220.0 million variable-rate term loan.
The original mortgages would have matured on December 15, 2004 and had an effective interest rate of 7.06% including the effect of an interest rate protection agreement on $48.1 million
of variable-rate debt. The collateralized term loan bore interest at LIBOR plus 80 basis points. On June 30, 2004, we refinanced the term loan with individually secured
fixed-rate mortgages on six of the seven original Properties totaling $290.0 million. The mortgages have a maturity date of July 1, 2014
and have a weighted average interest rate of 5.90%. One of the Properties was unencumbered as part of this refinancing.

On
July 1, 2004, we paid off, with available working capital, two mortgages encumbering one consolidated Property that were scheduled to mature on January 1, 2005. The
first mortgage had a balance of $41.1 million, and bore interest at a fixed rate of 8.45%. The second mortgage had a balance of $14.9 million, and bore interest at a fixed rate of 6.81%.

On
July 12, 2004, we refinanced a consolidated Property with a $73.0 million, 5.84% fixed rate mortgage that matures on August 1, 2014. The balance of the previous
mortgage was $47.0 million, bore interest at a variable rate of LIBOR plus 275 basis points and was scheduled to mature on July 1, 2005.

On
July 28, 2004, we refinanced a consolidated Property with a $86.0 million, 5.65% fixed rate mortgage that matures on August 11, 2014. The balance of the previous
mortgage was $45.0 million, bore interest at a variable rate of LIBOR plus 150 basis points and was scheduled to mature on June 12, 2005.

On
November 25, 2004, we paid off, with available working capital, one mortgage encumbering one consolidated Property that was scheduled to mature on February 1, 2005. The
mortgage had a balance of $36.0 million, and bore interest at a fixed rate of 7.42%.

Unsecured Notes.We have $1.2 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 7.14% and
weighted average maturities of 6.4 years.

93

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On
January 15, 2004, we paid off $150.0 million of 6.75% unsecured notes that matured on that date with borrowings from our $1.25 billion unsecured revolving credit
facility ("Credit Facility").

On
January 20, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average
fixed interest rate of 4.21%. The first tranche is $300.0 million at a fixed interest rate of 3.75% due January 30, 2009 and the second tranche is $200.0 million at a fixed
interest rate of 4.90% due January 30, 2014. We received net proceeds of $383.4 million and we exchanged our $113.1 million Floating Rate Mandatory Extension Notes ("MAXES") with
the holder. The MAXES were due November 15, 2014 and bore interest at LIBOR plus 80 basis points. The exchange of the MAXES for the notes instruments did not result in a significant
modification of the terms in the debt arrangement. We used $277.0 million of the net proceeds to reduce borrowings on the Credit Facility, to unencumber one Property, and the remaining portion
was used for general working capital purposes. We subsequently completed an exchange offer in which notes registered under the Securities Act of 1933 with the same economic terms and conditions were
exchanged for the Rule 144A notes.

Concurrent
with the issuance of the Rule 144A notes, we entered into a five-year variable rate $300.0 million notional amount swap agreement to effectively
convert the $300.0 million tranche to floating rate debt at an effective rate of six-month LIBOR.

On
February 9, 2004, we paid off $300.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility.

On
February 26, 2004, we obtained a $250.0 million unsecured term loan with an initial maturity date of April 1, 2005. The maturity date may be extended, at our
option, for two, one-year extension periods. The unsecured term loan bears interest at LIBOR plus 65 basis points. The proceeds from this financing were used to pay off our
$65.0 million unsecured term loan that matured on March 15, 2004 and our $150.0 million unsecured term loan that matured on February 28, 2004. The remaining proceeds were
used for general working capital purposes. The $65.0 million unsecured term loan bore interest at LIBOR plus 80 basis points and the $150.0 million unsecured term loan bore interest at
LIBOR plus 65 basis points.

On
July 15, 2004, we paid off $100.0 million of 6.75% unsecured notes that matured on that date with available working capital.

On
August 11, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $900.0 million at a weighted average
fixed interest rate of 5.29%. The first tranche is $400.0 million at a fixed interest rate of 4.875% due August 15, 2010 and the second tranche is $500.0 million at a fixed
interest rate of 5.625% due August 15, 2014. We received net proceeds of $890.6 million. We used $585.0 million of the net proceeds to reduce borrowings on our Credit Facility,
$150.0 million to retire fixed rate 7.75% unsecured notes, $120.7 million to unencumber two consolidated Properties, and the remaining portion was used for general working capital
purposes. We subsequently completed an exchange offer in which notes registered under the Securities Act of 1933 with the same economic terms and conditions were exchanged for the Rule 144A
notes.

Credit Facility.As of December 31, 2004, the Credit Facility was a $1.25 billion
unsecured revolving credit facility with a maturity date of April 16, 2005 and a one-year extension of the maturity date available at our option. The Credit Facility bore interest
at LIBOR plus 65 basis points and provided for different pricing based upon our corporate credit rating, with an additional 15 basis point facility fee on the entire $1.25 billion. The Credit
Facility had available a EURO sub-tranche for up to $100 million U.S. dollar equivalent which provides availability for Euros at EURIBOR plus 65 basis points and dollars at LIBOR
plus 65 basis points, at our option. We use the Credit Facility primarily for funding acquisition, renovation and expansion and predevelopment opportunities and general corporate purposes. The Credit
Facility contains financial covenants relating to a capitalization value and leverage criteria, minimum EBITDA and unencumbered EBITDA coverage ratio requirements and a minimum equity value.

94

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A summary of the Credit Facility is as follows:

As of December 31,2004

2003Total Facility Amount

$
1,250,000

$
1,250,000Borrowings


(425,000
)

(327,901
)Letters of credit


(38,131
)

(24,081
)Remaining Availability

$
786,869

$
898,018Effective Interest rate


1.95%


1.94%Maximum borrowings during the period ended

$
585,000

$
667,067Average borrowings during the period ended

$
370,315

$
396,250


On
January 11, 2005, we refinanced the Credit Facility with a new $2.0 billion unsecured revolving credit facility (the "New Credit Facility"). The New
Credit Facility has a maturity date of January 11, 2008, with an additional one-year extension available at our option. The facility can be increased to $2.5 billion within
the first two years of closing at our option. The New Credit Facility bears interest at LIBOR plus 55 basis points with
an additional 15 basis point facility fee on the entire $2.0 billion facility and provides for variable grid pricing based upon our corporate credit rating. In addition, the New Credit Facility
has a $500 million U.S. dollar equivalent multi-currency tranche for Euro, Yen or Sterling borrowings. The New Credit Facility contains financial covenants relating to a capitalization value
and leverage criteria, minimum EBITDA and unencumbered EBITDA coverage ratio requirements and a minimum equity value.

Acquisition Facility.On October 12, 2004, we obtained a $1.8 billion unsecured term loan
("Acquisition Facility") to finance the cash portion of our acquisition of Chelsea. The Acquisition Facility matures on October 12, 2006 and requires minimum principal repayments in three equal
installments after twelve months, eighteen months, and 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.



Our scheduled principal repayments on indebtedness as of December 31, 2004 was as follows:

2005

$
1,542,1612006


2,772,1082007


1,920,2252008


1,044,9972009


1,653,507Thereafter


5,523,211Total principal maturities


14,456,209Net unamortized debt premium and other


130,184Total mortgages and other indebtedness

$
14,586,393


95

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

For the year ended December 31,2004

2003

2002$
648,984

$
596,274

$
591,328




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, 2004, we have reflected the fair value of outstanding consolidated derivatives in other liabilities for $6.2 million. In addition, we recorded the
benefits from our treasury lock agreements in accumulated comprehensive income and the unamortized balance of these agreements is $8.2 million as of December 31, 2004. As of
December 31, 2004, our outstanding LIBOR based derivative contracts consist of:

Within
the next twelve months, we expect to reclassify to earnings approximately $2.7 million 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.



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 are summarized as follows:

As of December 31,2004

2003Fair value of fixed-rate mortgages and other indebtedness

$
11,357,011

$
9,189,538Discount rates assumed in calculation of fair value


5.20%


4.81%


96

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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, 2004, are as follows:

2005

$
1,502,9922006


1,382,2602007


1,223,1102008


1,060,4392009


901,345Thereafter


2,755,755$
8,825,901


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



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 dividends at a rate of 7.75% of the liquidation value
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 dividends are payable
quarterly in arrears. A unitholder 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.



In 2004, fifty-five limited partners exchanged 4,194,117 units for 4,194,117 shares of common stock of Simon Property. As a result, we issued a like
number of units to Simon Property. On November 5, 2004 thirty-one limited partners converted 1,061,580 preferred units into 803,341 units which were then exchanged for shares of
Simon Property common stock. As a result, we issued a like number of units to Simon Property.

We
issued 392,943 units to Simon Property related to employee stock options exercised during 2004. We used the net proceeds from the option exercises of approximately
$10.7 million for general working capital purposes.

In
connection with the Chelsea transaction, we issued common and preferred units as described in Note 4.

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Certain series of preferred units are held by Simon Property when a corresponding series of Simon Property preferred stock exists. The following table summarizes
each of the authorized series of preferred units of the Operating Partnership, except for mezzanine equity previously described:

As of December 31,2004

2003Series 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, 1,529,439 and 2,600,895 issued and outstanding


42,823


72,824Series D 8.00% Cumulative Redeemable Preferred Units, 2,700,000 units authorized, 1,444,856 and 2,600,895 issued and outstanding


43,347


78,028Series E 8.00% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 0 and 1,000,000 issued and outstanding to the general partner





24,863Series F 8.75% Cumulative Redeemable Preferred Units, 8,000,000 units authorized, issued and outstanding to the general partner


192,989


192,989Series G 7.89% Cumulative Step-up Premium Rate Convertible Preferred Units, 3,000,000 units authorized, issued and outstanding to the general partner


147,950


147,681Series H Variable Rate Preferred Units, 3,328,540 units authorized, 0 and 78,012 issued and outstanding





1,950Series I 6% Convertible Perpetual Preferred Units, 19,000,000 units authorized, 18,015,506 and 0 issued and outstanding


900,776


Series J 83/8% Cumulative Redeemable Preferred Units, 1,000,000 unit authorized, 796,948 and 0 issued and outstanding


39,847


7.5% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 and 251,096 issued and outstanding


25,537


25,109$
1,393,269

$
543,444


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.

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. On November 5, 2004 thirty-one holders of the 7% Cumulative Convertible Preferred Units converted 1,061,580 of the units into 803,341
common units which were then exchanged for shares of Simon Property common stock.

98

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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. On December 1, 2004 we repurchased
1,156,039 units of Series D 8.00% Cumulative Redeemable Preferred Units for $36.9 million.

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. The
corresponding series of Simon Property preferred stock was redeemed on November 10, 2004 at the liquidation value of $25 per unit, plus accrued dividends. Accordingly, the Series E
preferred units were also redeemed.

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, 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, we issued
18,015,506 Series I 6% Convertible Perpetual Preferred Units in the Chelsea acquisition. We issued 4,753,794 Series I Preferred Units to limited partners of the Chelsea operating
partnership and the remaining 13,261,712 Series I Preferred Units to Simon Property which had issued an equal number of shares of a corresponding Series of Simon Property preferred stock to
Chelsea stockholders. Distributions are made quarterly at an annual rate of 6% per unit. On or after October 14, 2009, Simon Property has the option to redeem the Series I 6% preferred
stock, in whole or in part, for cash only at a

99

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liquidation
preference of $50.00 per share plus accumulated and unpaid dividends. 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 Simon Property common stock exceeds 130% of the applicable conversion price. The Series I 6% preferred stock is
convertible into common stock upon the occurrence of a conversion triggering event at an initial conversion rate of 0.783 of a share of common stock for each share of preferred stock. A conversion
triggering event includes the following: (a) if the Series I 6% preferred stock is called for redemption; 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 the
Simon Property 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 terms of the Series I
6% preferred stock have terms substantially the same as the corresponding units, except that as it relates to the Series I 6% preferred units, Simon Property has the option to satisfy the
holder's exchange of Series I Preferred Units for cash or Series I preferred stock of Simon Property.

Series J 83/8% Cumulative Redeemable Preferred Units.On October 14,
2004,
we issued 796,948 Series J 83/8% Cumulative Redeemable Preferred Units in the acquisition of Chelsea to Simon Property which had issued an equal number of shares of a
corresponding series of Simon Property preferred stock to Chelsea stockholders. On or after October 15, 2027, the Series J preferred stock, in whole or in part, may be redeemed at Simon
Property's option at a price, payable in cash, of $50.00 per share plus accumulated and unpaid dividends. If the corresponding series of preferred stock is redeemed, the Series J
83/8% Preferred Units would also be redeemed. The Series J 83/8% Preferred Units are not convertible or exchangeable for any other property or securities of the
Operating Partnership.

7.5% Cumulative Redeemable Preferred Units.We 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 unit holder, 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 7.5% Preferred Units' redemption price
is the liquidation value plus accrued and unpaid distributions, payable either in cash or shares of 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 common stock of Simon Property. On August 16, 2004, we issued an additional 4,277 of these preferred units.

Notes Receivable from Former CPI Stockholders.Notes receivable of $17,926 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 statements of partners' equity in the accompanying consolidated financial statements. A total of $277 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 one Property. Simon Property contributed its interest
in the Property to us in exchange for 3,617,070 units. The note

100

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receivable
from Simon Property and accrued interest is recorded as a reduction of partners' equity. The amount of interest earned during each year is as follows:

For the year ended December 31,2004

2003

2002$
7,046

$
7,173

$
7,256


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, 2004, 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 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" of Simon Property 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 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. 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 of Directors 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

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the
Compensation Committee or full Board of Directors 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 established by the Compensation Committee (the "Restricted Stock Program"). Restricted stock is issued on
the grant date and vests annually in four installments of 25% each beginning on January 1 following the year in which the restricted stock is awarded. 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, 2004
a total of 3,423,173 shares of restricted stock of Simon Property, net of forfeitures, have been awarded under the plan. As a result, we have issued a like number of units 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 31,2004

2003

2002Restricted stock shares awarded, net of forfeitures


365,602


380,835


(21,070
)Weighted average grant price of shares granted

$
56.86

$
33.03


n/aAmortization expense

$
11,935

$
10,355

$
8,957


The
fair value of the options at the date of grant was estimated using the Black-Scholes option pricing model for our 2002 grants.

The
weighted average life of our outstanding options as of December 31, 2004 is 5.3 years.

During
2002, we changed our method of accounting for options and began expensing options in the consolidated statement of operations.

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Information
relating to Director Options and Employee Options from December 31, 2001 through December 31, 2004 is as follows:

|                                            |  | Director Options |   | Employee Options
|------------------------------------------- |  | ---------------- | - | ----------------
|
|Shares under option at December 31, 2001    |  | 169,720          |   | $               
|                                            |  |                  |   |                 
|Granted                                     |  | 24,000           |   |                 
|Exercised                                   |  | (6,360           | ) |                 
|Forfeited                                   |  | (9,000           | ) |                 
|                                            |  |                  |   |                 
|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 (2)                       |  |                 |   |                 
|Exercised                                   |  | (28,070          | ) |                 
|Forfeited                                   |  |                 |   |                 
|                                            |  |                  |   |                 
|Shares under option at December 31, 2004    |  | 64,290           |   | $               
|                                            |  |                  |   |                 
|Exercise price range options 2003 and prior |  |                  |   | $               
|                                            |  |                  |   |                 
|Exercise price range 2004 options           |  |                  |   |                 
|                                            |  |                  |   |                 
|Options exercisable at December 31, 2002    |  | 154,360          |   | $               
|                                            |  |                  |   |                 
|Options exercisable at December 31, 2003    |  | 92,360           |   | $               
|                                            |  |                  |   |                 
|Options exercisable at December 31, 2004    |  | 64,290           |   | $               
|                                            |  |                  |   |                 

---

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



Limited partners in the Operating Partnership have the right to exchange all or any portion of their Units for shares of common stock of Simon Property on a
one-for-one basis or cash, as selected by the Simon Property Board of Directors. 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. If the cash option is selected, Simon Property is obligated to contribute to us the capital necessary to
complete the exchange. At December 31, 2004, Simon Property had reserved 83,121,284 shares of common stock for possible issuance upon the exchange of units, options, Class B and C common
stock and certain convertible preferred stock.

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11.    Commitments and Contingencies



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 of its Portfolio 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.

On
February 3, 2005, the Attorney General of the State of New York filed a petition in the Supreme Court of New York, County of New York against Simon Property and the Operating
Partnership alleging violations of New York law with respect to gift card sales. The New York proceeding was settled on March 1, 2005.

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 "Order"). In the 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 to us the sum of $81.38 million within
nine months of the Order. On August 6, 2004, Triple Five closed on its purchase of our one-half partnership interest. The court further held that we must disgorge all "net profits"
that we received as a result of our ownership interest in the Mall from October 1999 to the present.

We
have appealed the Order and the Ancillary Relief Order to the United States Court of Appeals for the Eighth Circuit. Briefing on the appeals is complete and oral argument took place
on October 18, 2004. It is not possible to provide any assurance on the ultimate outcome of this litigation.

As
a result of the 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 the 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 assets and other, net" in the accompanying consolidated financial statements of operations and comprehensive income. We ceased recording any contribution to either net income
or Funds from Operations ("FFO") from the results of operations of Mall of America as of September 1, 2003.

We
are involved in various 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. If the
reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate, the mid point in the range is accrued. If a loss is not probable or a probable loss cannot be
reasonably estimated, no liability is recorded.

104

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As of December 31, 2004, a total of 38 of the consolidated Properties are subject to ground leases. The termination dates of these ground leases range from
2005 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 31,2004

2003

2002$
20,639

$
16,974

$
14,139


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

2005

$
13,9932006


15,2712007


15,5112008


15,7572009


15,655Thereafter


651,330$
727,517


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 the 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 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. This policy is in place throughout the remainder of 2005.

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, 2004, we have guaranteed or have provided letters of credit to support $104.7 million
of our total $2.8 billion share of joint venture mortgage and other indebtedness in the event the joint venture partnership defaults under the terms of the mortgage. The mortgages guaranteed
are secured by the property of the joint venture partnership and could be sold in order to satisfy the outstanding obligation.

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

105

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Taubman Centers, Inc. Tender Offer.On December 5, 2002, Simon Property
Acquisitions, Inc., a wholly-owned subsidiary of Simon Property, commenced a tender offer to acquire all of the outstanding shares of Taubman Centers, Inc. ("Taubman") and on
January 15, 2003, Westfield America, Inc., the U.S. subsidiary of Westfield America Trust, joined Simon Property's tender offer. On October 8, 2003, Simon Property and Westfield
America, Inc. withdrew their joint tender offer. Under the terms of our partnership agreement, we reimburse the operating expenses incurred by Simon Property. As a result we expensed deferred
acquisition costs of $10.6 million, net, related to this acquisition. These expenses are included in "Costs related to withdrawn tender offer" in the accompanying statement of operations and
comprehensive income. The withdrawal of the tender offer followed the enactment of a law, which amended the Michigan Control Share Acquisitions Act and which allowed the Taubman family group to
effectively block the ability to conclude the tender offer.

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 shopping centers rely heavily upon anchor tenants like most retail properties. Four retailers' anchor stores occupied 414 of the approximately 960
anchor stores in the Properties as of December 31, 2004. An affiliate of one of these retailers is a limited partner in the Operating Partnership.

Limited Life Partnerships.In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). SFAS No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability. The effective date of a
portion of the Statement has been indefinitely postponed by the FASB. As a result, we have no 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. SFAS 150 requires disclosure of
the estimated settlement value of these non-controlling interests. As of December 31, 2004 and 2003, the estimated settlement value of these non-controlling interests
was approximately $100 million and $40 million, respectively.

12.    Related Party Transactions

The 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 the Management Company and its affiliates to our unconsolidated joint ventures and other related parties were as follows:

For the year ended December 31,2004

2003

2002Amounts charged to unconsolidated joint ventures

$
56,557

$
59,631

$
55,720Amounts charged to properties owned by related parties


9,364


4,850


4,045


13.    Recently Issued Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research
Bulletin No. 51" ("FIN 46"). FIN 46 requires the consolidation of entities that meet the definition of a variable interest entity in which an enterprise absorbs the majority of the entity's
expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Our joint venture interests
in variable interest entities consist of real estate assets

106

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and
are for the purpose of owning, operating and/or developing real estate. Our property partnerships rely primarily on financing from third party lenders, which is secured by first liens on the
Property of the partnership and partner equity. Our maximum exposure to loss as a result of our involvement in these partnerships is represented by the carrying amount of our investments in
unconsolidated entities as disclosed on the accompanying balance sheets plus our guarantees of joint venture debt as disclosed in Note 11.

We
adopted FIN 46 on January 1, 2004 for variable interest entities that existed prior to February 1, 2003 and as a result we consolidated two joint ventures that hold two
regional malls. During 2003, we consolidated one joint venture that was created in 2003 for the purpose of developing one regional mall. The aggregate carrying amount of the investment property for
these properties was approximately $274.2 million as of December 31, 2004.

14.    Quarterly Financial Data (Unaudited)

Summarized quarterly 2004 and 2003 data is summarized in the table below and the amounts have been reclassified from previously disclosed amounts due to the sale
in 2004 and 2003 of properties. The results of operations of these properties were reclassified to discontinued operations:

|                                                     |  | First
Quarter |             | Second
Quarter |   | Third
Quarter |  | Fourth
Quarter
|---------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | --------------
|2004                                                 |  |               |             |                |   |               |  |               
|Total revenue                                        |  | $             | 579,045     |                | $ | 597,713       |  | $             
|Operating income                                     |  |               | 228,703     |                |   | 240,177       |  |               
|Income from Continuing Operations                    |  |               | 76,019      |                |   | 104,236       |  |               
|Net income available to unitholders                  |  |               | 62,772      |                |   | 90,945        |  |               
|Income from Continuing Operations per unit  Basic   |  | $             | 0.24        |                | $ | 0.35          |  | $             
|Net income per unit  Basic                          |  | $             | 0.24        |                | $ | 0.35          |  | $             
|Income from Continuing Operations per unit  Diluted |  | $             | 0.24        |                | $ | 0.35          |  | $             
|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   |  |               

|                                                     |  | First
Quarter |             | Second
Quarter |   | Third
Quarter |  | Fourth
Quarter
|---------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | --------------
|2003                                                 |  |               |             |                |   |               |  |               
|Total revenue                                        |  | $             | 529,307     |                | $ | 546,504       |  | $             
|Operating income                                     |  |               | 218,203     |                |   | 225,046       |  |               
|Income from Continuing Operations                    |  |               | 84,558      |                |   | 97,136        |  |               
|Net income available to unitholders                  |  |               | 74,040      |                |   | 63,392        |  |               
|Income from Continuing Operations per unit  Basic   |  | $             | 0.26        |                | $ | 0.32          |  | $             
|Net income per unit  Basic                          |  | $             | 0.29        |                | $ | 0.26          |  | $             
|Income from Continuing Operations per unit  Diluted |  | $             | 0.26        |                | $ | 0.31          |  | $             
|Net income per unit  Diluted                        |  | $             | 0.29        |                | $ | 0.25          |  | $             
|Weighted Average units Outstanding                   |  |               | 247,812,060 |                |   | 248,112,573   |  |               
|Diluted Weighted Average units Outstanding           |  |               | 248,486,429 |                |   | 248,902,601   |  |               

107

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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:                       
| |  | By                        

March 29, 2004

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 29, 2004
|/s/HERBERT SIMONHerbert Simon                   |  | Co-Chairman of the Board of Directors                              |  | March 29, 2004
|/s/MELVIN SIMONMelvin Simon                     |  | Co-Chairman of the Board of Directors                              |  | March 29, 2004
|/s/RICHARD SOKOLOVRichard Sokolov               |  | President, Chief Operating Officer and Director                    |  | March 29, 2004
|/s/MELVYN E. BERGSTEINMelvyn E. Bergstein       |  | Director                                                           |  | March 29, 2004
|/s/BIRCH BAYHBirch Bayh                         |  | Director                                                           |  | March 29, 2004
|/s/LINDA WALKER BYNOELinda Walker Bynoe         |  | Director                                                           |  | March 29, 2004
|/s/PIETER S. VAN DEN BERGPieter S. van den Berg |  | Director                                                           |  | March 29, 2004
|/s/G. WILLIAM MILLERG. William Miller           |  | Director                                                           |  | March 29, 2004
|/s/FREDRICK W. PETRIFredrick W. Petri           |  | Director                                                           |  | March 29, 2004
|/s/J. ALBERT SMITHJ. Albert Smith               |  | Director                                                           |  | March 29, 2004
|                                                |  |                                                                    |  |               

108

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|/s/KAREN N. HORNKaren N. Horn                       |  | Director                                                                           |  | March 29, 2004
|--------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|/s/M. DENISE DEBARTOLO YORKM. Denise DeBartolo York |  | Director                                                                           |  | March 29, 2004
|/s/STEPHEN E. STERRETTStephen E. Sterrett           |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |  | March 29, 2004
|/s/JOHN DAHLJohn Dahl                               |  | Senior Vice President (Principal Accounting Officer)                               |  | March 29, 2004

109

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2004
(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                         |  |   | 29,414  |                       |   | 1,712                                               |  |                                                   | 15,227  |  |   | 1,363 | 
|Arsenal Mall, Watertown, MA                         |  |   | 34,153  |                       |   | 15,505                                              |  |                                                   | 47,680  |  |   |      | 
|Aurora Mall, Aurora, CO                             |  |   |        |                       |   | 11,400                                              |  |                                                   | 55,692  |  |   | 6     | 
|Bangor Mall, Bangor, ME                             |  |   | 23,427  |                       |   | 5,544                                               |  |                                                   | 59,567  |  |   |      | 
|Barton Creek Square, Austin, TX                     |  |   |        |                       |   | 2,903                                               |  |                                                   | 20,699  |  |   | 7,983 | 
|Battlefield Mall, Springfield, MO                   |  |   | 100,000 |                       |   | 3,919                                               |  |                                                   | 27,231  |  |   | 3,225 | 
|Bay Park Square, Green Bay, WI                      |  |   |        |                       |   | 6,358                                               |  |                                                   | 25,623  |  |   | 4,133 | 
|Biltmore Square, Asheville, NC                      |  |   | 26,000  |                       |   | 6,641                                               |  |                                                   | 23,582  |  |   |      | 
|Bowie Town Center, Bowie, MD                        |  |   |        |                       |   | 2,710                                               |  |                                                   | 65,044  |  |   | 235   | 
|Boynton Beach Mall, Boynton Beach, FL               |  |   |        |                       |   | 22,240                                              |  |                                                   | 79,144  |  |   |      | 
|Brea Mall, Brea, CA                                 |  |   |        |                       |   | 39,500                                              |  |                                                   | 209,202 |  |   |      | 
|Broadway Square, Tyler, TX                          |  |   |        |                       |   | 11,470                                              |  |                                                   | 32,439  |  |   |      | 
|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                  |  |   | 86,827  |                       |   | 17,380                                              |  |                                                   | 102,364 |  |   | 10    | 
|Charlottesville Fashion Square, Charlottesville, VA |  |   |        |                       |   |                                                    |  |                                                   | 54,738  |  |   |      | 
|Chautauqua Mall, Lakewood, NY                       |  |   |        |                       |   | 3,257                                               |  |                                                   | 9,641   |  |   |      | 
|Cheltenham Square, Philadelphia, PA                 |  |   | 54,941  |                       |   | 14,206                                              |  |                                                   | 43,699  |  |   |      | 
|Chesapeake Square, Chesapeake, VA                   |  |   | 73,000  |                       |   | 11,534                                              |  |                                                   | 70,461  |  |   |      | 
|Cielo Vista Mall, El Paso, TX                       |  |   | 85,976  |                       |   | 1,307                                               |  |                                                   | 18,512  |  |   | 608   | 
|College Mall, Bloomington, IN                       |  |   | 46,756  |                       |   | 1,003                                               |  |                                                   | 16,245  |  |   | 722   | 
|Columbia Center, Kennewick, WA                      |  |   |        |                       |   | 18,285                                              |  |                                                   | 66,580  |  |   |      | 
|Copley Place, Boston, MA                            |  |   | 177,677 |                       |   | 147                                                 |  |                                                   | 378,045 |  |   |      | 
|Coral Square, Coral Springs, FL                     |  |   | 87,962  |                       |   | 13,556                                              |  |                                                   | 93,630  |  |   |      | 
|Cordova Mall, Pensacola, FL                         |  |   |        |                       |   | 18,626                                              |  |                                                   | 73,091  |  |   | 7,321 | 
|Cottonwood Mall, Albuquerque, NM                    |  |   |        |                       |   | 10,414                                              |  |                                                   | 69,958  |  |   |      | 
|Crossroads Mall, Omaha, NE                          |  |   | 43,608  |                       |   | 881                                                 |  |                                                   | 37,263  |  |   | 409   | 
|Crystal River Mall, Crystal River, FL               |  |   | 15,707  |                       |   | 5,661                                               |  |                                                   | 20,241  |  |   |      | 
|DeSoto Square, Bradenton, FL                        |  |   | 64,153  |                       |   | 9,380                                               |  |                                                   | 52,723  |  |   |      | 
|Eastland Mall, Tulsa, OK                            |  |   |        |                       |   | 3,124                                               |  |                                                   | 6,035   |  |   | 518   | 
|Edison Mall, Fort Myers, FL                         |  |   |        |                       |   | 11,529                                              |  |                                                   | 107,350 |  |   |      | 
|Fashion Mall at Keystone, The, Indianapolis, IN     |  |   | 59,594  |                       |   |                                                    |  |                                                   | 120,579 |  |   |      | 

110

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2004
(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                 |  | 17,463  |  | 728                   |  | 4,491                                               |  |                                                  |  | 7,825   |  | 728    | 
|Forum Shops at Caesars, The, Las Vegas, NV   |  | 550,000 |  |                      |  | 276,378                                             |  |                                                  |  | 186,986 |  |       | 
|Great Lakes Mall, Mentor, OH                 |  |        |  | 12,304                |  | 100,362                                             |  | 432                                               |  | 7,888   |  | 12,736 | 
|Greenwood Park Mall, Greenwood, IN           |  | 87,226  |  | 2,559                 |  | 23,445                                              |  | 5,277                                             |  | 72,451  |  | 7,836  | 
|Gulf View Square, Port Richey, FL            |  | 33,402  |  | 13,690                |  | 39,991                                              |  | 2,023                                             |  | 17,525  |  | 15,713 | 
|Haywood Mall, Greenville, SC                 |  |        |  | 11,585                |  | 133,893                                             |  | 6                                                 |  | 4,263   |  | 11,591 | 
|Independence Center, Independence, MO        |  |        |  | 5,042                 |  | 45,798                                              |  | 2                                                 |  | 26,688  |  | 5,044  | 
|Ingram Park Mall, San Antonio, TX            |  | 81,527  |  | 733                   |  | 17,163                                              |  | 169                                               |  | 17,670  |  | 902    | 
|Irving Mall, Irving, TX                      |  |        |  | 6,737                 |  | 17,479                                              |  | 2,533                                             |  | 31,308  |  | 9,270  | 
|Jefferson Valley Mall, Yorktown Heights, NY. |  |        |  | 4,868                 |  | 30,304                                              |  |                                                  |  | 20,774  |  | 4,868  | 
|Knoxville Center, Knoxville, TN              |  | 61,737  |  | 5,006                 |  | 21,965                                              |  | 3,712                                             |  | 34,203  |  | 8,718  | 
|La Plaza Mall, McAllen, TX                   |  |        |  | 1,375                 |  | 9,828                                               |  | 6,569                                             |  | 31,790  |  | 7,944  | 
|Lafayette Square, Indianapolis, IN           |  |        |  | 14,251                |  | 54,589                                              |  | 50                                                |  | 12,977  |  | 14,301 | 
|Laguna Hills Mall, Laguna Hills, CA          |  |        |  | 28,074                |  | 55,689                                              |  |                                                  |  | 5,709   |  | 28,074 | 
|Lakeline Mall, Austin, TX                    |  | 67,455  |  | 10,383                |  | 81,568                                              |  | 14                                                |  | 1,285   |  | 10,397 | 
|Lenox Square, Atlanta, GA                    |  |        |  | 38,213                |  | 492,411                                             |  |                                                  |  | 8,309   |  | 38,213 | 
|Lima Mall, Lima, OH                          |  |        |  | 7,910                 |  | 35,338                                              |  |                                                  |  | 8,372   |  | 7,910  | 
|Lincolnwood Town Center, Lincolnwood, IL     |  |        |  | 7,907                 |  | 63,480                                              |  | 28                                                |  | 6,645   |  | 7,935  | 
|Livingston Mall, Livingston, NJ              |  |        |  | 30,200                |  | 105,250                                             |  |                                                  |  | 8,127   |  | 30,200 | 
|Longview Mall, Longview, TX                  |  | 32,681  |  | 259                   |  | 3,567                                               |  | 124                                               |  | 6,669   |  | 383    | 
|Maplewood Mall, Minneapolis, MN              |  |        |  | 17,119                |  | 80,758                                              |  |                                                  |  | 7,243   |  | 17,119 | 
|Markland Mall, Kokomo, IN                    |  | 23,122  |  |                      |  | 7,568                                               |  |                                                  |  | 7,495   |  |       | 
|McCain Mall, N. Little Rock, AR              |  | 39,952  |  |                      |  | 9,515                                               |  |                                                  |  | 9,445   |  |       | 
|Melbourne Square, Melbourne, FL              |  |        |  | 15,762                |  | 55,891                                              |  | 2,963                                             |  | 14,783  |  | 18,725 | 
|Menlo Park Mall, Edison, NJ                  |  |        |  | 65,684                |  | 223,252                                             |  |                                                  |  | 20,787  |  | 65,684 | 
|Midland Park Mall, Midland, TX               |  | 33,756  |  | 687                   |  | 9,213                                               |  |                                                  |  | 9,466   |  | 687    | 
|Miller Hill Mall, Duluth, MN                 |  |        |  | 2,537                 |  | 18,092                                              |  |                                                  |  | 20,924  |  | 2,537  | 
|Montgomery Mall, Montgomeryville, PA         |  | 95,264  |  | 27,377                |  | 86,343                                              |  |                                                  |  | 921     |  | 27,377 | 
|Muncie Mall, Muncie, IN                      |  |        |  | 172                   |  | 5,833                                               |  | 52                                                |  | 24,443  |  | 224    | 
|Nanuet Mall, Nanuet, NY                      |  |        |  | 27,310                |  | 162,993                                             |  |                                                  |  | 2,323   |  | 27,310 | 
|North East Mall, Hurst, TX                   |  | 140,000 |  | 128                   |  | 14,124                                              |  | 19,010                                            |  | 142,179 |  | 19,138 | 
|Northfield Square Mall, Bourbonnais, IL      |  | 31,553  |  | 362                   |  | 53,396                                              |  |                                                  |  | 46      |  | 362    | 
|Northgate Mall, Seattle, WA                  |  |        |  | 27,411                |  | 115,992                                             |  |                                                  |  | 30,985  |  | 27,411 | 
|Northlake Mall, Atlanta, GA                  |  | 71,221  |  | 33,400                |  | 98,035                                              |  |                                                  |  | 3,385   |  | 33,400 | 
|Northwoods Mall, Peoria, IL                  |  |        |  | 1,193                 |  | 12,779                                              |  | 2,451                                             |  | 29,791  |  | 3,644  | 
|Oak Court Mall, Memphis, TN                  |  |        |  | 15,673                |  | 57,304                                              |  |                                                  |  | 5,461   |  | 15,673 | 

111

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2004
(Dollars in thousands)

|                                               |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |         |  |         | 
|---------------------------------------------- |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------- |  | ------- | 
|
|Orange Park Mall, Orange Park, FL              |  |        |  | 13,345                |  | 65,121                                              |  |                                                  |  | 19,673  |  | 13,345  | 
|Orland Square, Orland Park, IL                 |  |        |  | 35,514                |  | 129,906                                             |  |                                                  |  | 14,624  |  | 35,514  | 
|Oxford Valley Mall, Langhorne, PA              |  | 84,397  |  | 24,544                |  | 100,287                                             |  |                                                  |  | 286     |  | 24,544  | 
|Paddock Mall, Ocala, FL                        |  | 26,566  |  | 11,198                |  | 39,727                                              |  |                                                  |  | 7,598   |  | 11,198  | 
|Palm Beach Mall, West Palm Beach, FL           |  | 53,999  |  | 11,962                |  | 112,741                                             |  |                                                  |  | 37,287  |  | 11,962  | 
|Penn Square Mall, Oklahoma City, OK            |  | 70,305  |  | 2,043                 |  | 155,958                                             |  |                                                  |  | 17,154  |  | 2,043   | 
|Pheasant Lane Mall, Nashua, NH                 |  |        |  | 3,902                 |  | 155,068                                             |  |                                                  |  | 360     |  | 3,902   | 
|Phipps Plaza, Atlanta, GA                      |  |        |  | 19,200                |  | 210,610                                             |  |                                                  |  | 13,505  |  | 19,200  | 
|Plaza Carolina, Carolina, PR                   |  | 257,730 |  | 15,489                |  | 279,395                                             |  |                                                  |  | 187     |  | 15,489  | 
|Port Charlotte Town Center, Port Charlotte, FL |  | 52,877  |  | 5,561                 |  | 58,570                                              |  |                                                  |  | 11,728  |  | 5,561   | 
|Prien Lake Mall, Lake Charles, LA              |  |        |  | 1,842                 |  | 2,813                                               |  | 3,091                                             |  | 41,780  |  | 4,933   | 
|Raleigh Springs Mall, Memphis, TN              |  | 10,877  |  | 9,137                 |  | 28,604                                              |  |                                                  |  | 12,069  |  | 9,137   | 
|Richardson Square Mall, Richardson, TX         |  |        |  | 4,532                 |  | 6,329                                               |  | 1,268                                             |  | 11,510  |  | 5,800   | 
|Richmond Town Square, Richmond Heights, OH     |  | 47,413  |  | 2,600                 |  | 12,112                                              |  |                                                  |  | 60,048  |  | 2,600   | 
|River Oaks Center, Calumet City, IL            |  |        |  | 30,884                |  | 101,224                                             |  |                                                  |  | 6,490   |  | 30,884  | 
|Rockaway Townsquare, Rockaway, NJ              |  |        |  | 45,626                |  | 212,257                                             |  | 27                                                |  | 8,942   |  | 45,653  | 
|Rolling Oaks Mall, San Antonio, TX             |  |        |  | 2,180                 |  | 38,609                                              |  |                                                  |  | 10,385  |  | 2,180   | 
|Roosevelt Field, Garden City, NY               |  |        |  | 164,058               |  | 702,008                                             |  | 2,117                                             |  | 13,700  |  | 166,175 | 
|Ross Park Mall, Pittsburgh, PA                 |  |        |  | 23,541                |  | 90,203                                              |  |                                                  |  | 24,169  |  | 23,541  | 
|Santa Rosa Plaza, Santa Rosa, CA               |  |        |  | 10,400                |  | 87,864                                              |  |                                                  |  | 5,016   |  | 10,400  | 
|Shops at Mission Viejo Mall, Mission Viejo, CA |  |        |  | 9,139                 |  | 54,445                                              |  | 7,491                                             |  | 143,596 |  | 16,630  | 
|South Hills Village, Pittsburgh, PA            |  |        |  | 23,445                |  | 125,840                                             |  |                                                  |  | 11,884  |  | 23,445  | 
|South Shore Plaza, Braintree, MA               |  |        |  | 101,200               |  | 301,495                                             |  |                                                  |  | 10,731  |  | 101,200 | 
|Southern Park Mall, Boardman, OH               |  |        |  | 16,982                |  | 77,767                                              |  | 97                                                |  | 20,467  |  | 17,079  | 
|Southgate Mall, Yuma, AZ                       |  |        |  | 1,817                 |  | 7,974                                               |  |                                                  |  | 3,598   |  | 1,817   | 
|SouthPark Mall, Charlotte, NC                  |  |        |  | 32,141                |  | 188,004                                             |  | 100                                               |  | 98,403  |  | 32,241  | 
|St Charles Towne Center, Waldorf, MD           |  |        |  | 7,710                 |  | 52,934                                              |  | 1,180                                             |  | 12,772  |  | 8,890   | 
|Stanford Shopping Center, Palo Alto, CA        |  | 220,000 |  |                      |  | 339,537                                             |  |                                                  |  | 480     |  |        | 
|Summit Mall, Akron, OH                         |  |        |  | 15,374                |  | 51,137                                              |  |                                                  |  | 17,541  |  | 15,374  | 

112

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2004
(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               |  | 36,647  |  | 2,896                 |  | 28,900                                              |  |                                                  |  | 5,722  |  | 2,896  | 
|Tacoma Mall, Tacoma, WA                      |  | 130,308 |  | 37,803                |  | 125,826                                             |  |                                                  |  | 21,602 |  | 37,803 | 
|Tippecanoe Mall, Lafayette, IN               |  |        |  | 2,897                 |  | 8,474                                               |  | 5,517                                             |  | 42,705 |  | 8,414  | 
|Town Center at Boca Raton, Boca Raton, FL    |  |        |  | 64,200                |  | 307,425                                             |  |                                                  |  | 78,053 |  | 64,200 | 
|Towne East Square, Wichita, KS               |  | 70,474  |  | 8,525                 |  | 18,479                                              |  | 2,042                                             |  | 25,231 |  | 10,567 | 
|Towne West Square, Wichita, KS               |  | 53,366  |  | 972                   |  | 21,203                                              |  | 76                                                |  | 7,552  |  | 1,048  | 
|Treasure Coast Square, Jensen Beach, FL      |  | 61,990  |  | 11,124                |  | 73,077                                              |  | 3,067                                             |  | 18,750 |  | 14,191 | 
|Trolley Square, Salt Lake City, UT           |  | 28,918  |  | 4,739                 |  | 27,600                                              |  | 435                                               |  | 11,074 |  | 5,174  | 
|Tyrone Square, St. Petersburg, FL            |  |        |  | 15,638                |  | 120,962                                             |  |                                                  |  | 16,670 |  | 15,638 | 
|University Mall, Little Rock, AR             |  |        |  | 123                   |  | 17,411                                              |  |                                                  |  | 728    |  | 123    | 
|University Mall, Pensacola, FL               |  |        |  | 4,554                 |  | 26,657                                              |  |                                                  |  | 4,110  |  | 4,554  | 
|University Park Mall, Mishawaka, IN          |  | 58,189  |  | 15,105                |  | 61,100                                              |  |                                                  |  | 14,693 |  | 15,105 | 
|Upper Valley Mall, Springfield, OH           |  | 47,904  |  | 8,421                 |  | 38,745                                              |  |                                                  |  | 3,625  |  | 8,421  | 
|Valle Vista Mall, Harlingen, TX              |  | 38,284  |  | 1,398                 |  | 17,159                                              |  | 372                                               |  | 11,224 |  | 1,770  | 
|Virginia Center Commons, Glen Allen, VA      |  |        |  | 9,764                 |  | 50,547                                              |  | 4,149                                             |  | 7,136  |  | 13,913 | 
|Walt Whitman Mall, Huntington Station, NY    |  |        |  | 51,700                |  | 111,258                                             |  | 3,789                                             |  | 34,377 |  | 55,489 | 
|Washington Square, Indianapolis, IN          |  | 30,693  |  | 16,812                |  | 41,248                                              |  | 100                                               |  | 25,197 |  | 16,912 | 
|West Ridge Mall, Topeka, KS                  |  | 68,711  |  | 5,453                 |  | 34,132                                              |  | 197                                               |  | 6,579  |  | 5,650  | 
|Westminster Mall, Westminster, CA            |  |        |  | 43,464                |  | 84,709                                              |  |                                                  |  | 13,532 |  | 43,464 | 
|White Oaks Mall, Springfield, IL             |  | 48,563  |  | 3,024                 |  | 35,692                                              |  | 2,413                                             |  | 27,232 |  | 5,437  | 
|Wolfchase Galleria, Memphis, TN              |  | 73,292  |  | 16,470                |  | 128,276                                             |  |                                                  |  | 8,472  |  | 16,470 | 
|Woodland Hills Mall, Tulsa, OK               |  | 84,180  |  | 34,211                |  | 187,498                                             |  |                                                  |  | 135    |  | 34,211 | 
|Premium Outlets                              |  |         |  |                       |  |                                                     |  |                                                   |  |        |  |        | 
|Albertville Premium Outlets, Albertville, MN |  |        |  | 4,806                 |  | 87,686                                              |  |                                                  |  |       |  | 4,806  | 
|Allen Premium Outlets, Allen, TX             |  |        |  | 14,187                |  | 50,719                                              |  |                                                  |  | 3,548  |  | 14,187 | 
|Aurora Farms Premium Outlets, Aurora, OH     |  |        |  | 2,627                 |  | 32,442                                              |  |                                                  |  | 248    |  | 2,627  | 
|Camarillo Premium Outlets, Camarillo, CA     |  |        |  | 22,562                |  | 200,271                                             |  |                                                  |  | 222    |  | 22,562 | 
|Carlsbad Premium Outlets, Carlsbad, CA       |  |        |  | 13,890                |  | 158,874                                             |  |                                                  |  | 7      |  | 13,890 | 
|Carolina Premium Outlets, Smithfield, NC     |  | 20,681  |  | 3,463                 |  | 60,935                                              |  |                                                  |  | 63     |  | 3,463  | 

113

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2004
(Dollars in thousands)

|                                                    |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |       |  |        | 
|--------------------------------------------------- |  | ------ |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ----- |  | ------ | 
|
|Chicago Premium Outlets, Aurora, IL                 |  |       |  | 886                   |  | 115,360                                             |  |                                                  |  | 209   |  | 886    | 
|Clinton Crossings Premium Outlets, Clinton, CT      |  |       |  | 2,272                 |  | 98,534                                              |  | 26                                                |  | 66    |  | 2,298  | 
|Columbia Gorge Premium Outlets, Troutdale, OR       |  |       |  | 7,990                 |  | 21,007                                              |  |                                                  |  | 3     |  | 7,990  | 
|Desert Hills Premium Outlets, Cabazon, CA           |  |       |  | 3,643                 |  | 319,179                                             |  |                                                  |  | 10    |  | 3,643  | 
|Edinburgh Premium Outlet, Edinburgh, IN             |  |       |  | 3,124                 |  | 48,077                                              |  |                                                  |  | 396   |  | 3,124  | 
|Folsom Premium Outlets, Folsom, CA                  |  |       |  | 9,390                 |  | 50,893                                              |  |                                                  |  | 18    |  | 9,390  | 
|Gilroy Premium Outlets, Gilroy, CA                  |  | 67,242 |  | 10,542                |  | 168,823                                             |  |                                                  |  | 256   |  | 10,542 | 
|Kittery Premium Outlets, Kittery, ME                |  | 11,132 |  | 466                   |  | 53,077                                              |  |                                                  |  |      |  | 466    | 
|Las Vegas Premium Outlets, Las Vegas, NV            |  |       |  | 25,986                |  | 138,273                                             |  |                                                  |  |      |  | 25,986 | 
|Leesburg Corner Premium Outlets, Leesburg, VA       |  |       |  | 7,456                 |  | 143,699                                             |  |                                                  |  | 490   |  | 7,456  | 
|Liberty Village Premium Outlets, Flemington, NJ     |  |       |  | 6,295                 |  | 34,723                                              |  |                                                  |  | 435   |  | 6,295  | 
|Lighthouse Place Premium Outlets, Michigan City, IN |  | 46,399 |  | 7,018                 |  | 93,640                                              |  |                                                  |  | 13    |  | 7,018  | 
|Napa Premium Outlets, Napa, CA                      |  |       |  | 11,952                |  | 45,280                                              |  |                                                  |  |      |  | 11,952 | 
|North Georgia Premium Outlets, Dawsonville, GA      |  |       |  | 4,433                 |  | 122,182                                             |  |                                                  |  | 149   |  | 4,433  | 
|Orlando Premium Outlets, Orlando, FL                |  |       |  | 14,924                |  | 288,018                                             |  |                                                  |  | 82    |  | 14,924 | 
|Osage Beach Premium Outlets, Osage Beach, MO        |  |       |  | 9,965                 |  | 87,258                                              |  |                                                  |  | 149   |  | 9,965  | 
|Patriot Plaza, Williamsburg, VA                     |  |       |  | 1,576                 |  | 4,381                                               |  |                                                  |  | 320   |  | 1,576  | 
|Petaluma Village Premium Outlets, Petaluma, CA      |  |       |  | 22,446                |  | 11,276                                              |  |                                                  |  | 523   |  | 22,446 | 
|St. Augustine Premium Outlets, St. Augustine, FL    |  |       |  | 6,371                 |  | 59,111                                              |  |                                                  |  | 195   |  | 6,371  | 
|The Crossings Premium Outlets, Tannersville, PA     |  | 59,127 |  | 8,557                 |  | 145,938                                             |  |                                                  |  | 4,186 |  | 8,557  | 
|Vacaville Premium Outlets, Vacaville, CA            |  |       |  | 9,891                 |  | 75,185                                              |  |                                                  |  | 277   |  | 9,891  | 
|Waikele Premium Outlets, Waipahu, HI                |  |       |  | 23,737                |  | 69,900                                              |  |                                                  |  | 91    |  | 23,737 | 
|Waterloo Premium Outlets, Waterloo, NY              |  | 37,370 |  | 3,511                 |  | 75,953                                              |  |                                                  |  | 373   |  | 3,511  | 
|Woodbury Common Premium Outlets, Central Valley, NY |  |       |  | 10,712                |  | 801,372                                             |  |                                                  |  | 172   |  | 10,712 | 
|Wrentham Village Premium Outlets, Wrentham, MA      |  |       |  | 5,030                 |  | 266,467                                             |  |                                                  |  | 330   |  | 5,030  | 

114

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2004
(Dollars in thousands)

|                                            |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |        |  |        | 
|------------------------------------------- |  | ------ |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------ |  | ------ | 
|
|Community Shopping Centers                  |  |        |  |                       |  |                                                     |  |                                                   |  |        |  |        | 
|Arboretum, The, Austin, TX                  |  |       |  | 7,640                 |  | 36,778                                              |  | 71                                                |  | 6,318  |  | 7,711  | 
|Bloomingdale Court, Bloomingdale, IL        |  | 28,337 |  | 8,748                 |  | 26,184                                              |  |                                                  |  | 6,750  |  | 8,748  | 
|Boardman Plaza, Youngstown, OH              |  | 23,598 |  | 7,443                 |  | 23,801                                              |  |                                                  |  | 9,996  |  | 7,443  | 
|Brightwood Plaza, Indianapolis, IN          |  |       |  | 65                    |  | 128                                                 |  |                                                  |  | 289    |  | 65     | 
|Celina Plaza, El Paso, TX                   |  |       |  | 138                   |  | 815                                                 |  |                                                  |  | 107    |  | 138    | 
|Charles Towne Square, Charleston, SC        |  |       |  |                      |  | 1,768                                               |  | 370                                               |  | 10,636 |  | 370    | 
|Chesapeake Center, Chesapeake, VA           |  | 6,563  |  | 5,352                 |  | 12,279                                              |  |                                                  |  | 275    |  | 5,352  | 
|Countryside Plaza, Countryside, IL          |  |       |  | 411                   |  | 8,507                                               |  | 2,569                                             |  | 2,014  |  | 2,980  | 
|Dare Centre, Kill Devil Hills, NC           |  | 1,722  |  |                      |  | 5,202                                               |  |                                                  |  |       |  |       | 
|DeKalb Plaza, King of Prussia, PA           |  | 3,499  |  | 1,955                 |  | 3,405                                               |  |                                                  |  | 845    |  | 1,955  | 
|Eastland Plaza, Tulsa, OK                   |  |       |  | 651                   |  | 3,680                                               |  |                                                  |  | 84     |  | 651    | 
|Forest Plaza, Rockford, IL                  |  | 15,542 |  | 4,132                 |  | 16,818                                              |  | 453                                               |  | 1,761  |  | 4,585  | 
|Gateway Shopping Center, Austin, TX         |  | 86,000 |  | 24,549                |  | 80,585                                              |  |                                                  |  | 7,034  |  | 24,549 | 
|Great Lakes Plaza, Mentor, OH               |  |       |  | 1,028                 |  | 2,025                                               |  |                                                  |  | 3,630  |  | 1,028  | 
|Greenwood Plus, Greenwood, IN               |  |       |  | 1,131                 |  | 1,792                                               |  |                                                  |  | 3,735  |  | 1,131  | 
|Griffith Park Plaza, Griffith, IN           |  |       |  |                      |  | 2,412                                               |  | 1,664                                             |  | 515    |  | 1,664  | 
|Grove at Lakeland Square, The, Lakeland, FL |  | 3,750  |  | 5,237                 |  | 6,016                                               |  |                                                  |  | 1,049  |  | 5,237  | 
|Henderson Square, King of Prussia, PA       |  | 15,453 |  | 4,223                 |  | 15,124                                              |  |                                                  |  |       |  | 4,223  | 
|Highland Lakes Center, Orlando, FL          |  | 16,097 |  | 7,138                 |  | 25,284                                              |  |                                                  |  | 769    |  | 7,138  | 
|Ingram Plaza, San Antonio, TX               |  |       |  | 421                   |  | 1,802                                               |  | 4                                                 |  | 21     |  | 425    | 
|Keystone Shoppes, Indianapolis, IN          |  |       |  |                      |  | 4,232                                               |  |                                                  |  | 893    |  |       | 
|Knoxville Commons, Knoxville, TN            |  |       |  | 3,731                 |  | 5,345                                               |  |                                                  |  | 1,730  |  | 3,731  | 
|Lake Plaza, Waukegan, IL                    |  |       |  | 2,577                 |  | 6,420                                               |  |                                                  |  | 802    |  | 2,577  | 
|Lake View Plaza, Orland Park, IL            |  | 20,660 |  | 4,775                 |  | 17,543                                              |  |                                                  |  | 10,075 |  | 4,775  | 
|Lakeline Plaza, Austin, TX                  |  | 22,651 |  | 5,822                 |  | 30,875                                              |  |                                                  |  | 6,957  |  | 5,822  | 
|Lima Center, Lima, OH                       |  |       |  | 1,808                 |  | 5,151                                               |  |                                                  |  | 4,685  |  | 1,808  | 
|Lincoln Crossing, O'Fallon, IL              |  | 3,127  |  | 674                   |  | 2,192                                               |  |                                                  |  | 467    |  | 674    | 
|Lincoln Plaza, King of Prussia, PA          |  |       |  |                      |  | 21,299                                              |  |                                                  |  | 710    |  |       | 
|MacGregor Village, Cary, NC                 |  | 6,926  |  | 645                   |  | 5,059                                               |  |                                                  |  | 3      |  | 645    | 
|Mall of Georgia Crossing, Mill Creek, GA    |  | 32,575 |  | 9,506                 |  | 33,071                                              |  |                                                  |  | 49     |  | 9,506  | 
|Markland Plaza, Kokomo, IN                  |  |       |  | 206                   |  | 738                                                 |  |                                                  |  | 5,860  |  | 206    | 
|Martinsville Plaza, Martinsville, VA        |  |       |  |                      |  | 584                                                 |  |                                                  |  | 328    |  |       | 
|Matteson Plaza, Matteson, IL                |  | 9,098  |  | 1,830                 |  | 9,737                                               |  |                                                  |  | 2,328  |  | 1,830  | 

115

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2004
(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                  |  |   | 7,866     |                       |   | 267                                                 |  |                                                   | 10,509     |  |   | 87      | 
|New Castle Plaza, New Castle, IN          |  |   |          |                       |   | 128                                                 |  |                                                   | 1,621      |  |   |        | 
|North Ridge Plaza, Joliet, IL             |  |   |          |                       |   | 2,831                                               |  |                                                   | 7,699      |  |   |        | 
|North Ridge Shopping Center, Raleigh, NC  |  |   | 8,459     |                       |   | 570                                                 |  |                                                   | 6,508      |  |   |        | 
|Northland Plaza, Columbus, OH             |  |   |          |                       |   | 4,490                                               |  |                                                   | 8,893      |  |   |        | 
|Northwood Plaza, Fort Wayne, IN           |  |   |          |                       |   | 148                                                 |  |                                                   | 1,414      |  |   |        | 
|Park Plaza, Hopkinsville, KY              |  |   |          |                       |   | 300                                                 |  |                                                   | 1,572      |  |   |        | 
|Regency Plaza, St. Charles, MO            |  |   | 4,264     |                       |   | 616                                                 |  |                                                   | 4,963      |  |   |        | 
|Rockaway Convenience Center, Rockaway, NJ |  |   |          |                       |   | 5,149                                               |  |                                                   | 26,435     |  |   |        | 
|St. Charles Towne Plaza, Waldorf, MD      |  |   | 27,294    |                       |   | 8,524                                               |  |                                                   | 18,993     |  |   |        | 
|Shops at North East Mall, The, Hurst, TX  |  |   |          |                       |   | 12,541                                              |  |                                                   | 28,177     |  |   | 402     | 
|Teal Plaza, Lafayette, IN                 |  |   |          |                       |   | 99                                                  |  |                                                   | 878        |  |   |        | 
|Terrace at the Florida Mall, Orlando, FL  |  |   | 4,688     |                       |   | 2,150                                               |  |                                                   | 7,623      |  |   |        | 
|Tippecanoe Plaza, Lafayette, IN           |  |   |          |                       |   |                                                    |  |                                                   | 745        |  |   | 234     | 
|University Center, Mishawaka, IN          |  |   |          |                       |   | 2,388                                               |  |                                                   | 5,214      |  |   |        | 
|Wabash Village, West Lafayette, IN        |  |   |          |                       |   |                                                    |  |                                                   | 976        |  |   |        | 
|Washington Plaza, Indianapolis, IN        |  |   |          |                       |   | 941                                                 |  |                                                   | 1,697      |  |   |        | 
|Waterford Lakes Town Center, Orlando, FL  |  |   |          |                       |   | 8,679                                               |  |                                                   | 72,836     |  |   |        | 
|West Ridge Plaza, Topeka, KS              |  |   | 5,498     |                       |   | 1,376                                               |  |                                                   | 4,560      |  |   |        | 
|White Oaks Plaza, Springfield, IL         |  |   | 16,775    |                       |   | 3,169                                               |  |                                                   | 14,267     |  |   |        | 
|Other Properties                          |  |   |           |                       |   |                                                     |  |                                                   |            |  |   |         | 
|Las Vegas Outlet Center, Las Vegas, NV    |  |   | 21,789    |                       |   | 13,860                                              |  |                                                   | 183,961    |  |   |        | 
|O'Hare International Center, Rosemont, IL |  |   |          |                       |   | 125                                                 |  |                                                   | 47,482     |  |   |        | 
|Riverway, Rosemont, IL                    |  |   | 110,000   |                       |   | 8,723                                               |  |                                                   | 106,478    |  |   | 16      | 
|Other Retail                              |  |   | 26,238    |                       |   | 16,016                                              |  |                                                   | 204,648    |  |   |        | 
|Development Projects                      |  |   |           |                       |   |                                                     |  |                                                   |            |  |   |         | 
|Wolf Ranch, Georgetown, TX                |  |   |          |                       |   | 23,539                                              |  |                                                   | 21,473     |  |   |        | 
|St. Johns Town Center, Jacksonville, FL   |  |   | 100,022   |                       |   | 17,858                                              |  |                                                   | 96,021     |  |   |        | 
|Firewheel Town Center, Garland, TX        |  |   |          |                       |   | 12,154                                              |  |                                                   | 42,111     |  |   |        | 
|Rockaway Plaza, Rockaway, NJ              |  |   |          |                       |   |                                                    |  |                                                   | 1,748      |  |   |        | 
|Seattle Premium Outlets, Tulalip, WA      |  |   |          |                       |   | 3,875                                               |  |                                                   | 42,660     |  |   |        | 
|Other pre-development costs               |  |   |          |                       |   | 131,649                                             |  |                                                   | 15,237     |  |   |        | 
|Other                                     |  |   |          |                       |   | 6,319                                               |  |                                                   | 5,544      |  |   | 279     | 
|                                          |  |   |           |                       |   |                                                     |  |                                                   |            |  |   |         | 
|                                          |  | $ | 4,987,679 |                       | $ | 2,472,958                                           |  | $                                                 | 15,784,790 |  | $ | 118,151 | 
|                                          |  |   |           |                       |   |                                                     |  |                                                   |            |  |   |         | 

116

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Simon Property Group, L.P. and Subsidiaries

Notes to Schedule III as of December 31, 2004

(Dollars in thousands)

(1)   Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2004, 2003, and 2002 are as follows:

2004

2003

2002Balance, beginning of year

$
14,668,848

$
13,966,450

$
12,932,966Acquisitions and consolidations


5,753,600


761,179


1,107,581Improvements


621,755


366,345


207,007Disposals and abandonments


(110,362
)

(425,126
)

(281,104
)Impairment write-down


(18,000
)

Balance, close of year

$
20,915,841

$
14,668,848

$
13,966,450


The
unaudited aggregate cost for the Operating Partnership of real estate assets for federal income tax purposes as of December 31, 2004 was $13,958,769.

(2)   Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2004, 2003, and 2002 are as follows:

2004

2003

2002Balance, beginning of year

$
2,461,634


2,151,014

$
1,813,795Acquisitions and consolidations (5)


76,121


21,111


16,491Depreciation expense


541,442


456,960


413,142Disposals and abandonments


(38,354
)

(167,451
)

(92,414
)Balance, close of year

$
3,040,843

$
2,461,634

$
2,151,014


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:

117

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INDEX TO EXHIBITS

|Exhibits |  |                                                                                                                                                                                                                                                                                                                                                                             
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1      |  | Agreement and Plan of Merger, dated as of June 20, 2004, by and among Simon Property Group, Inc., Simon Property Group, L.P., Simon Acquisition I, LLC, Simon Acquisitions 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, Inc. 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 the Operating Partnership).                                                                                                                                                                        
|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 the Operating Partnership).                                                                                                                                                                                        
|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 the Operating Partnership on October 20, 2004).                                                                                            
|4.1(a)   |  | Indenture, dated as of November 26, 1996, by and among the Operating Partnership and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on 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 Registrant's
Quarterly Report on Form 10-Q filed by Simon Property Group, Inc. on November 8, 2004).                                                                           
|10.2     |  | $2,000,000,000 Credit Agreement, dated as of January 11, 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 99.1 of the Operating Partnership's Current Report on Form 8-K filed on January 18, 2005).                                                 
|10.3     |  | Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Appendix G to the Registrants' Definitive Proxy Statement on Schedule 14A dated April 7, 2003).                                                                                                                                                                                          
|10.4(c)  |  | Option Agreement to acquire the Excluded Retail Properties (Previously filed as Exhibit 10.10).                                                                                                                                                                                                                                                                             
|10.5     |  | Voting Agreement dated as of June 20, 2004 among the Registrant, 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, Inc. on June 22, 2004).                    
|12       |  | Statement regarding computation of ratios.                                                                                                                                                                                                                                                                                                                                  
|21       |  | List of Subsidiaries of the Operating Partnership.                                                                                                                                                                                                                                                                                                                          
|23       |  | 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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118

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