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UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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, 2002

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

Delaware(State of incorporation or organization)

333-11491(Commission File No.)

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

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

(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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.YESýNOo

Indicate
by check mark 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).YESoNOý

Registrant
had no publicly-traded voting equity as of June 28, 2002.

Registrant
has no common stock outstanding.

Documents
Incorporated By Reference

Portions
of Simon Property Group, Inc.'s Proxy Statement in connection with its 2003 Annual Meeting of Shareholders are incorporated by reference in Part III.

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SIMON PROPERTY GROUP, L.P.
Annual Report on Form 10-K
December 31, 2002

TABLE OF CONTENTS

|Item No.       |  |                                                                                                |  | Page No.
|-------------- |  | ---------------------------------------------------------------------------------------------- |  | --------
|Part I        
|1.             |  | Business                                                                                       |  | 3       
|2.             |  | Properties                                                                                     |  | 12      
|3.             |  | Legal Proceedings                                                                              |  | 34      
|4.             |  | Submission of Matters to a Vote of Security Holders                                            |  | 34      
|Part II       
|5.             |  | Market for the Registrant and Related Unitholder Matters                                       |  | 35      
|6.             |  | Selected Financial Data                                                                        |  | 36      
|7.             |  | Management's Discussion and Analysis of Financial
Condition and Results of Operations          |  | 37      
|7A.            |  | Quantitative and Qualitative Disclosure About Market Risk                                      |  | 47      
|8.             |  | Financial Statements and Supplementary Data                                                    |  | 47      
|9.             |  | Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure           |  | 47      
|Part III      
|10.            |  | Directors and Executive Officers of the Registrant                                             |  | 48      
|11.            |  | Executive Compensation                                                                         |  | 48      
|12.            |  | Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters |  | 48      
|13.            |  | Certain Relationships and Related Transactions                                                 |  | 48      
|14.            |  | Controls and Procedures                                                                        |  | 48      
|Part IV       
|15.            |  | Exhibits, Financial Statements, Schedules and Reports on Form 8-K                              |  | 49      
|Signatures     |  | 83                                                                                            
|Certifications |  | 85                                                                                            

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Part I

Item 1.    Business



Simon Property Group, L.P. (the "Operating Partnership"), a Delaware limited partnership, is a majority owned subsidiary of Simon Property Group, Inc.
("Simon Property"), a Delaware corporation. Simon Property is a self-administered and self-managed real estate investment trust ("REIT"). 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 and community shopping centers. As of December 31, 2002, we owned or held an interest in 245 income-producing properties in the United States, which consisted of 172 regional
malls, 68 community shopping centers, and five office and mixed-use properties in 36 states (collectively, the "Properties", and individually, a "Property"). Mixed-use
properties are properties that include a combination of retail space, office space, and/or hotel components. We also own interests in four parcels of land held for future development (together with
the Properties, the "Portfolio"). In addition, we have ownership interests in other real estate assets and ownership interests in eight retail real estate properties operating in Europe and Canada.

We
believe that the Portfolio is the largest, as measured by gross leasable area ("GLA"), of any retail REIT or partnership. In addition, we own more regional malls than any
publicly-traded REIT or partnership.



Mergers and acquisitions have been a significant component of the growth and development of our business. Beginning with the merger with DeBartolo Realty
Corporation in August of 1996, we have completed several mergers or acquisitions that have helped shape our current organization. These include the merger with Corporate Property
Investors, Inc., in 1998 and the acquisition of the assets of New England Development Company in 1999.

On
May 3, 2002, we purchased, jointly with Westfield America Trust and The Rouse Company, the partnership interests of Rodamco North America N.V. ("Rodamco") and its affiliates.
Our portion of the acquisition included the purchase of the remaining partnership interests in four of our existing joint venture Properties, partnership interests in nine additional Properties, and
other partnership interests and assets. 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.



In October 2002, Simon Property sent letters to the Chief Executive Officer and the Board of Directors of Taubman Centers, Inc. ("Taubman Centers")
expressing Simon Property's interest in pursuing a business combination with Taubman Centers and offering to acquire the company at $17.50 per share in cash. On December 5, 2002, Simon Property
Acquisitions, Inc. ("Simon Property Acquisitions"), Simon Property's wholly owned subsidiary, commenced a tender offer to acquire all of the outstanding shares of Taubman Centers at a price of
$18.00 per share in cash. On January 15, 2003, Westfield America Inc., the U.S. subsidiary of Westfield America Trust, joined Simon Property's tender offer and they jointly increased the
offer price to $20.00 per share in cash. The Board of Directors of Taubman Centers has recommended that Taubman Centers' shareholders not tender their shares into the tender offer, despite the fact
that the current $20.00 per share offer price represents a premium of approximately 50% over the price of Taubman Centers shares on the date Simon Property and Westfield America made their first
written proposal and is above the highest level that Taubman Centers shares have ever traded. Complete terms and conditions of the tender offer are set forth in the Offer to Purchase, the Supplement
thereto and the related revised Letter of Transmittal, each of which has been filed with the Securities and Exchange Commission (the "Commission") as an exhibit to the Tender Offer Statement on
Schedule TO.

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On
December 5, 2002, Simon Property filed preliminary proxy materials with the Commission relating to a potential meeting of shareholders of Taubman Centers. The purpose of the
meeting would be to allow the shareholders of Taubman Centers to approve, pursuant to Chapter 7B of the Michigan Business Corporation Act, voting rights for shares acquired in the tender offer. On
December 11, 2002, Taubman Centers filed a Schedule 14D-9 in which it disclosed that it had amended its by-laws on December 10, 2002 to opt out of
Section 7B of the Michigan Business Corporation Act. Simon Property currently does not plan on requesting this meeting of shareholders of Taubman Centers as contemplated by this preliminary
proxy statement unless Taubman Centers again becomes subject to Section 7B of the Michigan Business Corporation Act.

On
December 11, 2002, Taubman Centers filed a Schedule 14D-9 with the Commission recommending that Taubman Centers' common shareholders reject the tender
offer.

On
December 16, 2002, Simon Property filed separate preliminary proxy materials with the Commission requesting agent designations from the holders of outstanding voting
securities of Taubman Centers in order to call a special meeting of Taubman Centers' shareholders. The purpose of the special meeting would be to permit the holders of these voting securities to vote
on the removal of certain impediments to Simon Property tender offer, including the applicability of the "excess share" provisions contained in Taubman Centers' articles of incorporation. On
February 21, 2003, Simon Property filed an amendment to these preliminary proxy materials, which includes updated information regarding the tender offer and litigation.

On
January 15, 2003, Westfield America Inc., the U.S. subsidiary of Westfield America Trust, joined in the tender offer pursuant to the terms of an Offer Agreement. The
offer price was increased to $20.00 per share net to the seller in cash and the expiration date of the tender offer was extended to February 14, 2003.

On
January 21, 2003, Taubman Centers filed an amendment to its Schedule 14D-9 with the Commission recommending that Taubman Centers' common shareholders reject
the amended tender offer.

On
January 22, 2003, the Court issued an opinion and order denying in part, and granting in part, Taubman Centers' and the other defendants' motion to dismiss Count I of the
complaint, as amended. The Court held that while the issuance in 1998 of the Series B Preferred Stock by Taubman Centers to the Taubman family did not violate Michigan law, the Taubman family's
purported blocking position in Taubman Centers may be challenged by Simon Property. Simon Property and Westfield America filed a motion for preliminary injunction and the Court has scheduled a hearing
for March 21, 2003. At that hearing, Simon Property intends to argue that, among other things, the Taubman family's "group" voting power was obtained in violation of Michigan law, that the
Taubman family's Series B Preferred Stock was improperly acquired in breach of fiduciary duties owed to Taubman Centers' public shareholders and that the Taubman Centers' Board of Directors has
breached, and is continuing to breach, its fiduciary duties to the Taubman Centers' public shareholders. All parties have filed legal briefs on their issues.

On
February 17, 2003, Simon Property announced, jointly with Westfield America Inc., that as of February 14, 2003, 44,135,107 common shares, or approximately 85% of
the outstanding common shares, of Taubman Centers had been tendered into the offer and that the expiration date of the tender offer was extended to March 28, 2003.

On
March 4, 2003, Taubman Centers' Board of Directors sent a letter to David Simon, Simon Property's Chief Executive Officer, and Peter Lowy, the Chief Executive Officer of
Westfield America, Inc., in which they reiterated their rejection of the tender offer as not in the best interests of Taubman Centers' shareholders.

On
March 18, 2003, Simon Property and Westfield America issued a press release and open letter to the Taubman shareholders announcing their intention to propose four nominees for
election to the Taubman Board. On March 28, 2003, Simon Property and its subsidiary, Simon Property Acquisitions, Inc., submitted notice of the nomination of their four nominees and their
intent to seek approval of the Excess Share Proposal at Taubman's 2003 annual meeting.



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

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On
January 1, 2003, we acquired all of the remaining equity interests of the Management Company. The interests acquired consist of 95% of the voting common stock and 1.25% of the
non-voting stock of the Management Company and approximately 2% of the economic interests of the Management Company. The interests were acquired from Melvin Simon, Herbert Simon, and David
Simon (the "Simons"), for a total purchase price of $425,000, which was equal to the appraised value of the interests as determined by an independent third party. The acquisition was unanimously
approved by the independent directors of Simon Property. As a result, the Management Company is now a wholly owned consolidated taxable REIT subsidiary ("TRS").



As part of our strategic plan to own quality retail real estate, we continue to pursue the sale, under the right circumstances, of Properties that no longer meet
our strategic criteria. 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.

During
2002, we sold our interests in 15 of the 251 Properties we owned as of December 31, 2001 summarized as follows:



In
addition, in January 2003, we continued our disposition activities with the sale of a portfolio of four non-core Properties. We believe that any earnings dilution
on our results of operations from these dispositions will be more than offset by the positive impact of the Rodamco acquisition.

Operating Policies and Strategies

The following is a discussion of our investment policies, financing policies, conflicts of interest policies and policies with respect to certain other
activities, which are consistent with those of Simon Property. 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 of limited partnership interest and the value of our Properties and
operations while maintaining a stable balance sheet consistent with our financing policies. We intend to achieve these objectives by:



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

It
is our policy to develop and acquire properties to generate both current income and long-term appreciation in value. We do not have a policy limiting 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 currently participate and may continue to participate with other entities in property ownership, through
joint ventures or other

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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, in our discretion, invest in mortgages and other real estate interests consistent with Simon Property's qualification as a
REIT. Mortgages in which we invest may or may not be insured by a governmental agency. We do not intend to invest to a significant extent in mortgages or deeds of trust. We may invest in participating
or convertible mortgages, however, if we conclude that we may benefit from the cash flow or any appreciation in the value of the property.

We
may also invest in securities of other entities engaged in real estate activities or securities of other issuers. However, any such investments would be subject to the percentage
ownership limitations and gross income tests necessary for Simon Property's qualification as a REIT. The REIT limitations mean that we cannot make an investment that would cause our real estate assets
to be less than 75% of our total assets. In addition, we must derive at least 75% of our gross income from "rents from real estate" and at least 95% must be derived from rents from real estate,
interest, dividends and gains from the sales or disposition of stock or securities.

Subject
to these REIT limitations of 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 interests in special purpose partnerships 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 do not
intend to invest in securities of other issuers for the purpose of exercising control other than certain wholly-owned subsidiaries and to acquire interests in real estate. We do not intend that our
investments in securities will require us to register as an "investment company" under the Investment Company Act of 1940, as amended. We intend to divest securities before any such registration would
be required.



We finance our business to maintain compliance with the covenant restrictions of certain agreements relating to our indebtedness that limit our ratio of debt to
total market capitalization. For example, the agreements relating to our lines of credit and the indentures for our debt securities contain convenants that restrict our total amount of debt to 60% of
adjusted total assets and secured debt to 55% of adjusted total assets. In addition, these agreements contain 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 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 flow is subject to Internal Revenue Code provisions requiring REITs to
distribute a certain percentage of 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, without approval of the limited partners, issue additional units. The 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 cause a dilution of a unitholder's investment in us.

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

We
may seek to obtain unsecured or secured lines of credit. We also may determine to issue debt securities. Any such debt securities may be convertible into units or be accompanied by
warrants to purchase units. We also may sell or securitize our lease receivables. The proceeds from any borrowings 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 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.

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 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.

We
only invest in or form special purpose entities 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. At least a majority of the members of Simon
Property's Board of Directors must be independent directors. 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 the independent 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, Simon Property's 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 do not intend to make investments other than as previously described. We intend to make investments in such a manner as to be consistent with the REIT
requirements of the Internal Revenue Code applicable to Simon Property, unless the Simon Property Board of Directors determines that it is no longer in Simon Property's best interests to qualify as a
REIT. The Board of Directors of Simon Property may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer units or other securities
in exchange for property. We also have authority to repurchase or otherwise reacquire our units or any other securities. We may engage in such activities in the future. We have not made loans to other
entities or persons, including our

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officers and directors, other than to the Management Company and to officers to pay taxes on the vesting of restricted stock. However, it is now our policy to not make any loans to our directors and
executive officers for any purpose and all loans previously made to current executive officers have been repaid in full. We may in the future make loans to the Management Company and to joint ventures
in which we participate. We do not intend to engage in the following:



We plan to achieve our primary business objectives through a variety of methods discussed below, although we cannot assure you that 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 mixed-use Properties. In doing so, we seek to maximize cash flow through a combination of:



We
believe we are one of the lowest-cost providers of retail space, which has permitted the rents in both regional malls and community shopping centers to increase without
raising a tenant's total occupancy cost beyond its ability to pay. We also 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.

International Expansion.We believe that the expertise we have gained through the development and management of
our domestic
Properties can be utilized in retail properties abroad. We intend to continue the pursuit of international opportunities on a selective basis to enhance unitholder value. There are risks inherent in
international operations that may be beyond our control. These include the following risks that may have a negative impact on our results of operations:



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Other Revenues.Due to our size and tenant relationships, we also generate revenues from the following sources:



We consider our direct competitors to be seven other major publicly-held regional mall companies as well as the numerous commercial developers, real
estate companies and other owners of retail real estate that compete with us in our trade areas. In addition, our malls compete against non-physical based forms of retailing such as
catalog companies and e-commerce websites that offer similar retail products. 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
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. We believe that we have a
competitive advantage in the retail real estate business as a result of:



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 has 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:



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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
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.

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 services center establishments or emergency electrical generation equipment. We believe that regulated tanks have been removed,
upgraded or abandoned in place 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 cost 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 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 14, 2003 we and our affiliates employed approximately 4,000 persons at various centers and offices throughout the United States, of which
approximately 1,600 were part-time. Approximately 830 of these employees were located at our headquarters.



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



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, 2002.

|Name                  |  | Age |  | Position                                               
|--------------------- |  | --- |  | -------------------------------------------------------
|Melvin Simon (1)      |  | 76  |  | Co-Chairman                                            
|Herbert Simon (1)     |  | 68  |  | Co-Chairman                                            
|David Simon (1)       |  | 41  |  | Chief Executive Officer                                
|Hans C. Mautner       |  | 65  |  | Vice Chairman; Chairman, Simon Global Limited          
|Richard S. Sokolov    |  | 53  |  | President and Chief Operating Officer                  
|Randolph L. Foxworthy |  | 58  |  | Executive Vice President  Corporate Development       
|Gary L. Lewis         |  | 44  |  | Executive Vice President  Leasing                     
|Stephen E. Sterrett   |  | 47  |  | Executive Vice President and Chief Financial Officer   
|J. Scott Mumphrey     |  | 51  |  | Executive Vice President  Property Management         
|John Rulli            |  | 46  |  | Executive Vice President  Chief Administrative Officer
|James M. Barkley      |  | 51  |  | General Counsel; Secretary                             
|Andrew A. Juster      |  | 50  |  | 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 its 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.

Mr. Foxworthy
is the Executive Vice PresidentCorporate Development of Simon Property. Mr. Foxworthy joined Melvin Simon & Associates, Inc.
("MSA") in 1980 and has been an Executive Vice President in charge of Corporate Development of MSA since 1986 and has held the same position with Simon Property since 1993.

Mr. Lewis
is the Executive Vice PresidentLeasing of Simon Property. Mr. Lewis joined 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 has 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. Rulli
serves as Simon Property's Executive Vice-President and Chief Administrative Officer. 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.

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.

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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.

Item 2.    Properties



Our Properties primarily consist of regional malls and community shopping centers. Our Properties contain an aggregate of approximately 183.6 million
square feet of GLA, of which we own 105.4 million square feet ("Owned GLA"). Our size has allowed us to eliminate significant dependence upon one retail tenant. More than 3,850 different
retailers occupy more than 19,950 stores in our Properties and no retail tenant represents more than 5.3% of our Properties' total minimum rents. Total estimated retail sales at the Properties in 2002
were approximately $40 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 172 regional malls range in size from approximately 200,000 to 2.8 million square feet of GLA, with all
but six regional malls over 400,000 square feet. Our regional malls contain in the aggregate more than 17,500 occupied stores, including over 650 anchors, which are mostly national retailers.

Community
shopping centers are generally unenclosed and smaller than regional malls. Our 68 community shopping centers generally range in size from approximately 50,000 to 600,000
square feet of GLA. Community shopping centers generally are of two types. First, we own traditional community centers that focus primarily on value-oriented and convenience goods and services. These
centers are usually anchored by a supermarket, drugstore or discount retailer and are designed to service a neighborhood area. Second, we own "power centers" that are designed to serve a larger trade
area and contain at least two anchors that are usually national retailers among the leaders in their markets and occupy more than 70% of the GLA in the center.

We
also have interests in five office and mixed-use Properties. The five office and mixed-use Properties range in size from approximately 496,000 to 1,214,000
square feet of GLA. Three of these Properties are regional malls with connected office buildings, and two are located in mixed-use developments and contain primarily office space.

The
following table provides data as of December 31, 2002:

Regional
Malls

Community
Centers

Office and
Other% of total annualized base rent

90.6
%
5.5
%
3.9
%% of total GLA

88.6
%
9.4
%
2.0
%% of Owned GLA

85.2
%
11.4
%
3.4
%


As of December 31, 2002, approximately 92.7% of the Mall and Freestanding Owned GLA in regional malls and the retail space in the
mixed-use Properties was leased, and approximately 86.9% of Owned GLA in the community shopping centers was leased.

We
own 100% of 163 of our 245 Properties, control 14 Properties in which we have a joint venture interest, and hold the remaining 68 Properties through unconsolidated joint venture
interests. We are the managing or co-managing general partner or member of 236 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. Partners in our joint ventures may initiate these
provisions at any time, which could result in either the use of available cash or borrowings to acquire their partnership interest or the sale of our partnership interest.

12

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                     |  |    |  |                        |  |                                 |  |       |   |     |  |               |  |       |   | Gross Leasable Area |  |    
|--- |  | ------------------- |  | -- |  | ---------------------- |  | ------------------------------- |  | ----- | - | --- |  | ------------- |  | ----- | - | ------------------- |  | ---
|
|
|    |  | REGIONAL MALLS      |  |    |  |                        |  |                                 |  |       |   |     |  |               |  |       |   |                     |  |    
|1.  |  | Alton Square        |  | IL |  | Alton                  |  | Fee                             |  | 100.0 | % |     |  | Acquired 1993 |  | 69.2  | % | 639,220             |  |    
|2.  |  | Anderson Mall       |  | SC |  | Anderson               |  | Fee                             |  | 100.0 | % |     |  | Built 1972    |  | 89.6  | % | 622,210             |  |    
|3.  |  | Apple Blossom Mall  |  | VA |  | Winchester             |  | Fee                             |  | 49.1  | % | (4) |  | Acquired 1999 |  | 82.3  | % | 443,270             |  |    
|4.  |  | Arsenal Mall        |  | MA |  | Watertown (Boston)     |  | Fee                             |  | 100.0 | % |     |  | Acquired 1999 |  | 93.6  | % | 501,890             |  | (28
|5.  |  | Atrium Mall         |  | MA |  | Chestnut Hill (Boston) |  | Fee                             |  | 49.1  | % | (4) |  | Acquired 1999 |  | 99.0  | % | 206,062             |  |    
|6.  |  | Auburn Mall         |  | MA |  | Auburn (Boston)        |  | Fee                             |  | 49.1  | % | (4) |  | Acquired 1999 |  | 90.4  | % | 592,368             |  |    
|7.  |  | Aurora Mall         |  | CO |  | Aurora                 |  | Fee                             |  | 100.0 | % |     |  | Acquired 1998 |  | 84.8  | % | 1,014,180           |  |    
|8.  |  | Aventura Mall (5)   |  | FL |  | Miami                  |  | Fee                             |  | 33.3  | % | (4) |  | Built 1983    |  | 95.4  | % | 1,901,213           |  |    
|9.  |  | Avenues, The        |  | FL |  | Jacksonville           |  | Fee                             |  | 25.0  | % | (4) |  | Built 1990    |  | 96.0  | % | 1,118,145           |  |    
|10. |  | Barton Creek Square |  | TX |  | Austin                 |  | Fee                             |  | 100.0 | % |     |  | Built 1981    |  | 96.6  | % | 1,244,079           |  |    
|11. |  | Battlefield Mall    |  | MO |  | Springfield            |  | Fee and Ground Lease (2056)     |  | 100.0 | % |     |  | Built 1970    |  | 92.1  | % | 1,184,684           |  |    
|12. |  | Bay Park Square     |  | WI |  | Green Bay              |  | Fee                             |  | 100.0 | % |     |  | Built 1980    |  | 99.9  | % | 652,024             |  |    
|13. |  | Bergen Mall         |  | NJ |  | Paramus (NYC)          |  | Fee and Ground Lease (7) (2061) |  | 100.0 | % |     |  | Acquired 1987 |  | 96.0  | % | 857,889             |  |    
|14. |  | Biltmore Square     |  | NC |  | Asheville              |  | Fee                             |  | 100.0 | % |     |  | Built 1989    |  | 73.4  | % | 494,236             |  |    
|15. |  | Bowie Town Center   |  | MD |  | Bowie                  |  | Fee                             |  | 100.0 | % |     |  | Built 2001    |  | 100.0 | % | 664,215             |  |    
|16. |  | Boynton Beach Mall  |  | FL |  | Boynton Beach          |  | Fee                             |  | 100.0 | % |     |  | Built 1985    |  | 98.5  | % | 1,183,677           |  |    
|17. |  | Brea Mall           |  | CA |  | Brea                   |  | Fee                             |  | 100.0 | % |     |  | Acquired 1998 |  | 98.3  | % | 1,314,612           |  |    

13

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                                |  |    |  |                           |  |                                 |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  | 
|--- |  | ------------------------------ |  | -- |  | ------------------------- |  | ------------------------------- |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | 
|
|
|18. |  | Broadway Square                |  | TX |  | Tyler                     |  | Fee                             |  | 100.0 | % |     |  | Acquired 1994 |  | 99.1 | % | 618,267             |  | 
|19. |  | Brunswick Square               |  | NJ |  | East Brunswick (NYC)      |  | Fee                             |  | 100.0 | % |     |  | Built 1973    |  | 98.2 | % | 772,635             |  | 
|20. |  | Burlington Mall                |  | MA |  | Burlington                |  | Ground Lease (2048)             |  | 100.0 | % |     |  | Acquired 1998 |  | 99.2 | % | 1,253,162           |  | 
|21. |  | Cape Cod Mall                  |  | MA |  | Hyannis                   |  | Ground Leases (7) (2009-2073)   |  | 49.1  | % | (4) |  | Acquired 1999 |  | 98.2 | % | 723,838             |  | 
|22. |  | Castleton Square               |  | IN |  | Indianapolis              |  | Fee                             |  | 100.0 | % |     |  | Built 1972    |  | 95.6 | % | 1,447,966           |  | 
|23. |  | Century III Mall               |  | PA |  | West Mifflin (Pittsburgh) |  | Fee                             |  | 100.0 | % |     |  | Built 1979    |  | 80.8 | % | 1,283,945           |  | 
|24. |  | Charlottesville Fashion Square |  | VA |  | Charlottesville           |  | Ground Lease (2076)             |  | 100.0 | % |     |  | Acquired 1997 |  | 96.1 | % | 572,285             |  | 
|25. |  | Chautauqua Mall                |  | NY |  | Lakewood                  |  | Fee                             |  | 100.0 | % |     |  | Built 1971    |  | 90.5 | % | 432,186             |  | 
|26. |  | Cheltenham Square              |  | PA |  | Philadelphia              |  | Fee                             |  | 100.0 | % |     |  | Built 1981    |  | 96.7 | % | 635,372             |  | 
|27. |  | Chesapeake Square              |  | VA |  | Chesapeake (Norfolk)      |  | Fee and Ground Lease (2062)     |  | 75.0  | % |     |  | Built 1989    |  | 91.3 | % | 809,561             |  | 
|28. |  | Cielo Vista Mall               |  | TX |  | El Paso                   |  | Fee and Ground Lease (9) (2027) |  | 100.0 | % |     |  | Built 1974    |  | 93.6 | % | 1,191,682           |  | 
|29. |  | Circle Centre                  |  | IN |  | Indianapolis              |  | Property Lease (2097)           |  | 14.7  | % | (4) |  | Built 1995    |  | 91.9 | % | 790,970             |  | 
|30. |  | College Mall                   |  | IN |  | Bloomington               |  | Fee and Ground Lease (9) (2048) |  | 100.0 | % |     |  | Built 1965    |  | 96.8 | % | 706,883             |  | 
|31. |  | Columbia Center                |  | WA |  | Kennewick                 |  | Fee                             |  | 100.0 | % |     |  | Acquired 1987 |  | 97.1 | % | 741,173             |  | 
|32. |  | Coral Square                   |  | FL |  | Coral Springs             |  | Fee                             |  | 97.2  | % |     |  | Built 1984    |  | 98.4 | % | 943,446             |  | 
|33. |  | Cordova Mall                   |  | FL |  | Pensecola                 |  | Fee                             |  | 100.0 | % |     |  | Acquired 1998 |  | 89.7 | % | 851,641             |  | 
|34. |  | Cottonwood Mall                |  | NM |  | Albuquerque               |  | Fee                             |  | 100.0 | % |     |  | Built 1996    |  | 87.3 | % | 1,041,189           |  | 

14

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                                               |  |    |  |                                |  |                                 |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  |    
|--- |  | --------------------------------------------- |  | -- |  | ------------------------------ |  | ------------------------------- |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | ---
|
|
|35. |  | Crossroads Mall                               |  | NE |  | Omaha                          |  | Fee                             |  | 100.0 | % |     |  | Acquired 1994 |  | 91.6 | % | 858,455             |  |    
|36. |  | Crystal Mall                                  |  | CT |  | Waterford                      |  | Fee                             |  | 74.6  | % | (4) |  | Acquired 1998 |  | 92.3 | % | 793,716             |  |    
|37. |  | Crystal River Mall                            |  | FL |  | Crystal River                  |  | Fee                             |  | 100.0 | % |     |  | Built 1990    |  | 87.8 | % | 424,157             |  |    
|38. |  | Dadeland Mall                                 |  | FL |  | North Miami Beach              |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1997 |  | 94.8 | % | 1,393,621           |  |    
|39. |  | DeSoto Square                                 |  | FL |  | Bradenton                      |  | Fee                             |  | 100.0 | % |     |  | Built 1973    |  | 96.1 | % | 691,119             |  |    
|40. |  | Eastern Hills Mall                            |  | NY |  | Williamsville                  |  | Fee                             |  | 100.0 | % |     |  | Built 1971    |  | 75.1 | % | 994,014             |  |    
|41. |  | Eastland Mall                                 |  | IN |  | Evansville                     |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1998 |  | 99.4 | % | 897,871             |  |    
|42. |  | Eastland Mall                                 |  | OK |  | Tulsa                          |  | Fee                             |  | 100.0 | % |     |  | Built 1986    |  | 67.9 | % | 699,335             |  |    
|43. |  | Edison Mall                                   |  | FL |  | Fort Meyers                    |  | Fee                             |  | 100.0 | % |     |  | Acquired 1997 |  | 98.4 | % | 1,041,918           |  |    
|44. |  | Emerald Square                                |  | MA |  | North Attleboro (Boston)       |  | Fee                             |  | 49.1  | % | (4) |  | Acquired 1999 |  | 99.1 | % | 1,021,972           |  |    
|45. |  | Empire Mall (5)                               |  | SD |  | Sioux Falls                    |  | Fee and Ground Lease (7) (2013) |  | 50.0  | % | (4) |  | Acquired 1998 |  | 87.8 | % | 1,047,883           |  |    
|46. |  | Fashion Mall at Keystone at the Crossing, The |  | IN |  | Indianapolis                   |  | Ground Lease (2067)             |  | 100.0 | % |     |  | Acquired 1997 |  | 96.8 | % | 658,370             |  | (29
|47. |  | Fashion Valley Mall                           |  | CA |  | San Diego                      |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 2001 |  | 98.7 | % | 1,710,046           |  |    
|48. |  | Florida Mall, The                             |  | FL |  | Orlando                        |  | Fee                             |  | 50.0  | % | (4) |  | Built 1986    |  | 94.1 | % | 1,835,073           |  |    
|49. |  | Forest Mall                                   |  | WI |  | Fond Du Lac                    |  | Fee                             |  | 100.0 | % |     |  | Built 1973    |  | 93.5 | % | 501,374             |  |    
|50. |  | Forest Village Park Mall                      |  | MD |  | Forestville (Washington, D.C.) |  | Fee                             |  | 100.0 | % |     |  | Built 1980    |  | 98.0 | % | 417,207             |  |    
|51. |  | Forum Shops at Caesars, The                   |  | NV |  | Las Vegas                      |  | Ground Lease (2050)             |  | (11   | ) |     |  | Built 1992    |  | 98.5 | % | 483,366             |  |    

15

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                       |  |    |  |                              |  |                                 |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  |    
|--- |  | --------------------- |  | -- |  | ---------------------------- |  | ------------------------------- |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | ---
|
|
|52. |  | Granite Run Mall      |  | PA |  | Media (Philadelphia)         |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1998 |  | 95.9 | % | 1,047,438           |  |    
|53. |  | Great Lakes Mall      |  | OH |  | Mentor (Cleveland)           |  | Fee                             |  | 100.0 | % |     |  | Built 1961    |  | 89.7 | % | 1,305,841           |  |    
|54. |  | Greendale Mall        |  | MA |  | Worcester (Boston)           |  | Fee and Ground Lease (7) (2009) |  | 49.1  | % | (4) |  | Acquired 1999 |  | 87.8 | % | 431,512             |  | (30
|55. |  | Greenwood Park Mall   |  | IN |  | Greenwood                    |  | Fee                             |  | 100.0 | % |     |  | Acquired 1979 |  | 92.9 | % | 1,327,719           |  |    
|56. |  | Gulf View Square      |  | FL |  | Port Richey                  |  | Fee                             |  | 100.0 | % |     |  | Built 1980    |  | 91.3 | % | 803,156             |  |    
|57. |  | Gwinnett Place        |  | GA |  | Duluth (Atlanta)             |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1998 |  | 91.1 | % | 1,276,839           |  |    
|58. |  | Haywood Mall          |  | SC |  | Greenville                   |  | Fee and Ground Lease (7) (2017) |  | 100.0 | % |     |  | Acquired 1998 |  | 96.1 | % | 1,244,493           |  |    
|59. |  | Heritage Park Mall    |  | OK |  | Midwest City (Oklahoma City) |  | Fee                             |  | 100.0 | % |     |  | Built 1978    |  | 61.0 | % | 604,880             |  |    
|60. |  | Highland Mall (5)     |  | TX |  | Austin                       |  | Fee and Ground Lease (2070)     |  | 50.0  | % | (4) |  | Acquired 1998 |  | 96.5 | % | 1,090,685           |  |    
|61. |  | Hutchinson Mall       |  | KS |  | Hutchinson                   |  | Fee                             |  | 100.0 | % |     |  | Built 1985    |  | 79.3 | % | 525,672             |  |    
|62. |  | Independence Center   |  | MO |  | Independence                 |  | Fee                             |  | 100.0 | % |     |  | Acquired 1994 |  | 95.8 | % | 1,022,852           |  |    
|63. |  | Indian River Mall     |  | FL |  | Vero Beach                   |  | Fee                             |  | 50.0  | % | (4) |  | Built 1996    |  | 91.4 | % | 747,997             |  |    
|64. |  | Ingram Park Mall      |  | TX |  | San Antonio                  |  | Fee                             |  | 100.0 | % |     |  | Built 1979    |  | 97.4 | % | 1,128,796           |  |    
|65. |  | Irving Mall           |  | TX |  | Irving (Dallas)              |  | Fee                             |  | 100.0 | % |     |  | Built 1971    |  | 96.7 | % | 1,124,245           |  |    
|66. |  | Jefferson Valley Mall |  | NY |  | Yorktown Heights             |  | Fee                             |  | 100.0 | % |     |  | Built 1983    |  | 95.3 | % | 586,995             |  |    
|67. |  | Knoxville Center      |  | TN |  | Knoxville                    |  | Fee                             |  | 100.0 | % |     |  | Built 1984    |  | 88.1 | % | 979,476             |  |    
|68. |  | La Plaza Mall         |  | TX |  | McAllen                      |  | Fee and Ground Lease (9) (2040) |  | 100.0 | % |     |  | Built 1976    |  | 98.9 | % | 1,215,105           |  |    

16

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                         |  |    |  |                           |  |                   |  |       |   |          |  |               |  |      |   | Gross Leasable Area |  | 
|--- |  | ----------------------- |  | -- |  | ------------------------- |  | ----------------- |  | ----- | - | -------- |  | ------------- |  | ---- | - | ------------------- |  | 
|
|
|69. |  | Lafayette Square        |  | IN |  | Indianapolis              |  | Fee               |  | 100.0 | % |          |  | Built 1968    |  | 94.8 | % | 1,213,025           |  | 
|70. |  | Laguna Hills Mall       |  | CA |  | Laguna Hills              |  | Fee               |  | 100.0 | % |          |  | Acquired 1997 |  | 97.4 | % | 867,689             |  | 
|71. |  | Lake Square Mall        |  | FL |  | Leesburg                  |  | Fee               |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 93.5 | % | 561,303             |  | 
|72. |  | Lakeline Mall           |  | TX |  | Austin                    |  | Fee               |  | 100.0 | % |          |  | Built 1995    |  | 93.5 | % | 1,100,388           |  | 
|73. |  | Lenox Square            |  | GA |  | Atlanta                   |  | Fee               |  | 100.0 | % |          |  | Acquired 1998 |  | 95.8 | % | 1,481,514           |  | 
|74. |  | Liberty Tree Mall       |  | MA |  | Danvers (Boston)          |  | Fee               |  | 49.1  | % | (4)      |  | Acquired 1999 |  | 98.4 | % | 856,879             |  | 
|75. |  | Lima Mall               |  | OH |  | Lima                      |  | Fee               |  | 100.0 | % |          |  | Built 1965    |  | 93.8 | % | 745,903             |  | 
|76. |  | Lincolnwood Town Center |  | IL |  | Lincolnwood               |  | Fee               |  | 100.0 | % |          |  | Built 1990    |  | 95.6 | % | 422,256             |  | 
|77. |  | Lindale Mall (5)        |  | IA |  | Cedar Rapids              |  | Fee               |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 87.6 | % | 691,824             |  | 
|78. |  | Livingston Mall         |  | NJ |  | Livingston (NYC)          |  | Fee               |  | 100.0 | % |          |  | Acquired 1998 |  | 99.4 | % | 985,170             |  | 
|79. |  | Longview Mall           |  | TX |  | Longview                  |  | Fee               |  | 100.0 | % |          |  | Built 1978    |  | 85.8 | % | 613,849             |  | 
|80. |  | Mall at Chestnut Hill   |  | MA |  | Newton (Boston)           |  | Lease (2039) (13) |  | 47.2  | % | (4)      |  | Acquired 2002 |  | 98.1 | % | 478,305             |  | 
|81. |  | Mall at Rockingham Park |  | NH |  | Salem (Boston)            |  | Fee               |  | 24.6  | % | (4)      |  | Acquired 1999 |  | 98.8 | % | 1,020,283           |  | 
|82. |  | Mall of America         |  | MN |  | Bloomington (Minneapolis) |  | Fee               |  | 27.5  | % | (4)
(14) |  | Acquired 1999 |  | 97.0 | % | 2,778,690           |  | 
|83. |  | Mall of Georgia         |  | GA |  | Mill Creek (Atlanta)      |  | Fee               |  | 50.0  | % | (4)      |  | Built 1999    |  | 94.0 | % | 1,785,700           |  | 
|84. |  | Mall of New Hampshire   |  | NH |  | Manchester                |  | Fee               |  | 49.1  | % | (4)      |  | Acquired 1999 |  | 99.0 | % | 806,274             |  | 
|85. |  | Maplewood Mall          |  | MN |  | Maplewood (Minneapolis)   |  | Fee               |  | 100.0 | % |          |  | Acquired 2002 |  | 85.9 | % | 909,292             |  | 

17

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|     |  |                          |  |    |  |                   |  |                                  |  |       |   |          |  |               |  |      |   | Gross Leasable Area |  |    
|---- |  | ------------------------ |  | -- |  | ----------------- |  | -------------------------------- |  | ----- | - | -------- |  | ------------- |  | ---- | - | ------------------- |  | ---
|
|
|86.  |  | Markland Mall            |  | IN |  | Kokomo            |  | Ground Lease (2041)              |  | 100.0 | % |          |  | Built 1968    |  | 97.4 | % | 393,044             |  |    
|87.  |  | McCain Mall              |  | AR |  | N. Little Rock    |  | Fee and Ground Lease (15) (2032) |  | 100.0 | % |          |  | Built 1973    |  | 99.5 | % | 777,103             |  |    
|88.  |  | Melbourne Square         |  | FL |  | Melbourne         |  | Fee                              |  | 100.0 | % |          |  | Built 1982    |  | 90.1 | % | 729,381             |  |    
|89.  |  | Memorial Mall (16) (17)  |  | WI |  | Sheboygan         |  | Fee                              |  | 100.0 | % |          |  | Built 1969    |  | 89.4 | % | 344,114             |  |    
|90.  |  | Menlo Park Mall          |  | NJ |  | Edison (NYC)      |  | Fee                              |  | 100.0 | % |          |  | Acquired 1997 |  | 96.9 | % | 1,307,233           |  | (31
|91.  |  | Mesa Mall (5)            |  | CO |  | Grand Junction    |  | Fee                              |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 87.8 | % | 867,232             |  |    
|92.  |  | Metrocenter              |  | AZ |  | Phoenix           |  | Fee                              |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 95.9 | % | 1,367,281           |  |    
|93.  |  | Miami International Mall |  | FL |  | South Miami       |  | Fee                              |  | 47.8  | % | (4)      |  | Built 1982    |  | 96.2 | % | 972,971             |  |    
|94.  |  | Midland Park Mall        |  | TX |  | Midland           |  | Fee                              |  | 100.0 | % |          |  | Built 1980    |  | 81.8 | % | 618,995             |  |    
|95.  |  | Miller Hill Mall         |  | MN |  | Duluth            |  | Ground Lease (2008)              |  | 100.0 | % |          |  | Built 1973    |  | 97.8 | % | 803,758             |  |    
|96.  |  | Mounds Mall (16) (17)    |  | IN |  | Anderson          |  | Ground Lease (2033)              |  | 100.0 | % |          |  | Built 1965    |  | 78.3 | % | 404,423             |  |    
|97.  |  | Muncie Mall              |  | IN |  | Muncie            |  | Fee                              |  | 100.0 | % |          |  | Built 1970    |  | 91.2 | % | 654,902             |  |    
|98.  |  | Nanuet Mall              |  | NY |  | Nanuet (NYC)      |  | Fee                              |  | 100.0 | % |          |  | Acquired 1998 |  | 85.6 | % | 916,014             |  |    
|99.  |  | North East Mall          |  | TX |  | Hurst (Ft. Worth) |  | Fee                              |  | 100.0 | % |          |  | Built 1971    |  | 97.1 | % | 1,705,645           |  |    
|100. |  | Northfield Square Mall   |  | IL |  | Bourbonnais       |  | Fee                              |  | 31.6  | % | (18)
(4) |  | Built 1990    |  | 72.7 | % | 558,317             |  |    
|101. |  | Northgate Mall           |  | WA |  | Seattle           |  | Fee                              |  | 100.0 | % |          |  | Acquired 1987 |  | 99.1 | % | 999,449             |  |    
|102. |  | Northlake Mall           |  | GA |  | Atlanta           |  | Fee                              |  | 100.0 | % |          |  | Acquired 1998 |  | 95.6 | % | 962,163             |  |    

18

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|     |  |                            |  |    |  |                     |  |                                 |  |       |   |      |  |               |  |      |   | Gross Leasable Area |  |    
|---- |  | -------------------------- |  | -- |  | ------------------- |  | ------------------------------- |  | ----- | - | ---- |  | ------------- |  | ---- | - | ------------------- |  | ---
|
|
|103. |  | Northpark Mall             |  | IA |  | Davenport           |  | Fee                             |  | 50.0  | % | (4)  |  | Acquired 1998 |  | 89.8 | % | 1,073,298           |  |    
|104. |  | Northshore Mall            |  | MA |  | Peabody (Boston)    |  | Fee                             |  | 49.1  | % | (4)  |  | Acquired 1999 |  | 96.8 | % | 1,684,621           |  |    
|105. |  | Northwoods Mall            |  | IL |  | Peoria              |  | Fee                             |  | 100.0 | % |      |  | Acquired 1983 |  | 94.7 | % | 695,507             |  |    
|106. |  | Oak Court Mall             |  | TN |  | Memphis             |  | Fee                             |  | 100.0 | % |      |  | Acquired 1997 |  | 88.1 | % | 853,194             |  | (32
|107. |  | Orange Park Mall           |  | FL |  | Orange Park         |  | Fee                             |  | 100.0 | % |      |  | Acquired 1994 |  | 98.4 | % | 923,774             |  |    
|108. |  | Orland Square              |  | IL |  | Orland Park         |  | Fee                             |  | 100.0 | % |      |  | Acquired 1997 |  | 95.3 | % | 1,213,286           |  |    
|109. |  | Paddock Mall               |  | FL |  | Ocala               |  | Fee                             |  | 100.0 | % |      |  | Built 1980    |  | 93.4 | % | 560,231             |  |    
|110. |  | Palm Beach Mall            |  | FL |  | West Palm Beach     |  | Fee                             |  | 100.0 | % |      |  | Built 1967    |  | 94.2 | % | 1,085,273           |  |    
|111. |  | Penn Square                |  | OK |  | Oklahoma City       |  | Ground Lease (2060)             |  | 94.5  | % |      |  | Acquired 2002 |  | 98.0 | % | 1,044,576           |  |    
|112. |  | Pheasant Lane Mall         |  | NH |  | Nashua              |  | (19)                            |  | (19   | ) | (4)  |  | Acquired 2002 |  | 97.5 | % | 988,750             |  |    
|113. |  | Phipps Plaza               |  | GA |  | Atlanta             |  | Fee                             |  | 100.0 | % |      |  | Acquired 1998 |  | 89.3 | % | 821,421             |  |    
|114. |  | Port Charlotte Town Center |  | FL |  | Port Charlotte      |  | Ground Lease (2064)             |  | 80.0  | % | (18) |  | Built 1989    |  | 82.3 | % | 780,856             |  |    
|115. |  | Prien Lake Mall            |  | LA |  | Lake Charles        |  | Fee and Ground Lease (7) (2025) |  | 100.0 | % |      |  | Built 1972    |  | 96.8 | % | 811,143             |  |    
|116. |  | Raleigh Springs Mall       |  | TN |  | Memphis             |  | Fee and Ground Lease (7) (2018) |  | 100.0 | % |      |  | Built 1979    |  | 80.8 | % | 918,013             |  |    
|117. |  | Richardson Square          |  | TX |  | Richardson (Dallas) |  | Fee                             |  | 100.0 | % |      |  | Built 1977    |  | 90.8 | % | 755,258             |  |    
|118. |  | Richmond Square (16) (17)  |  | IN |  | Richmond            |  | Fee                             |  | 100.0 | % |      |  | Built 1966    |  | 90.2 | % | 391,199             |  |    

19

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SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|     |  |                                  |  |    |  |                              |  |                                 |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  |    
|---- |  | -------------------------------- |  | -- |  | ---------------------------- |  | ------------------------------- |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | ---
|
|
|119. |  | Richmond Town Square             |  | OH |  | Richmond Heights (Cleveland) |  | Fee                             |  | 100.0 | % |     |  | Built 1966    |  | 98.4 | % | 1,016,642           |  |    
|120. |  | River Oaks Center                |  | IL |  | Calumet City                 |  | Fee                             |  | 100.0 | % |     |  | Acquired 1997 |  | 97.7 | % | 1,370,213           |  | (33
|121. |  | Rockaway Townsquare              |  | NJ |  | Rockaway (NYC)               |  | Fee                             |  | 100.0 | % |     |  | Acquired 1998 |  | 94.6 | % | 1,247,470           |  |    
|122. |  | Rolling Oaks Mall                |  | TX |  | San Antonio                  |  | Fee                             |  | 100.0 | % |     |  | Built 1988    |  | 67.4 | % | 737,568             |  |    
|123. |  | Roosevelt Field Mall             |  | NY |  | Garden City (NYC)            |  | Fee and Ground Lease (7) (2090) |  | 100.0 | % |     |  | Acquired 1998 |  | 98.5 | % | 2,177,843           |  |    
|124. |  | Ross Park Mall                   |  | PA |  | Pittsburgh                   |  | Fee                             |  | 100.0 | % |     |  | Built 1986    |  | 96.8 | % | 1,234,101           |  |    
|125. |  | Rushmore Mall (5)                |  | SD |  | Rapid City                   |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1998 |  | 91.9 | % | 835,408             |  |    
|126. |  | Santa Rosa Plaza                 |  | CA |  | Santa Rosa                   |  | Fee                             |  | 100.0 | % |     |  | Acquired 1998 |  | 95.8 | % | 695,849             |  |    
|127. |  | Seminole Towne Center            |  | FL |  | Sanford                      |  | Fee                             |  | 45.0  | % | (4) |  | Built 1995    |  | 90.0 | % | 1,153,578           |  |    
|128. |  | Shops at Mission Viejo Mall, The |  | CA |  | Mission Viejo                |  | Fee                             |  | 100.0 | % |     |  | Built 1979    |  | 99.4 | % | 1,149,864           |  |    
|129. |  | Shops at Sunset Place, The       |  | FL |  | Miami                        |  | Fee                             |  | 37.5  | % | (4) |  | Built 1999    |  | 92.9 | % | 499,956             |  |    
|130. |  | Smith Haven Mall                 |  | NY |  | Lake Grove (NYC)             |  | Fee                             |  | 25.0  | % | (4) |  | Acquired 1995 |  | 93.1 | % | 1,359,163           |  |    
|131. |  | Solomon Pond Mall                |  | MA |  | Marlborough (Boston)         |  | Fee                             |  | 49.1  | % | (4) |  | Acquired 1999 |  | 98.8 | % | 880,924             |  |    
|132. |  | Source, The                      |  | NY |  | Westbury (NYC)               |  | Fee                             |  | 25.5  | % | (4) |  | Built 1997    |  | 93.7 | % | 727,698             |  |    
|133. |  | South Hills Village              |  | PA |  | Pittsburgh                   |  | Fee                             |  | 100.0 | % |     |  | Acquired 1997 |  | 98.5 | % | 1,113,156           |  |    
|134. |  | South Park Mall                  |  | LA |  | Shreveport                   |  | Fee                             |  | 100.0 | % |     |  | Built 1975    |  | 64.1 | % | 857,546             |  |    
|135. |  | South Shore Plaza                |  | MA |  | Braintree (Boston)           |  | Fee                             |  | 100.0 | % |     |  | Acquired 1998 |  | 95.6 | % | 1,443,088           |  |    

20

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|     |  |                           |  |    |  |                            |  |                                |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  | 
|---- |  | ------------------------- |  | -- |  | -------------------------- |  | ------------------------------ |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | 
|
|
|136. |  | Southern Hills Mall (5)   |  | IA |  | Sioux City                 |  | Fee                            |  | 50.0  | % | (4) |  | Acquired 1998 |  | 86.9 | % | 802,014             |  | 
|137. |  | Southern Park Mall        |  | OH |  | Boardman (Youngstown)      |  | Fee                            |  | 100.0 | % |     |  | Built 1970    |  | 95.1 | % | 1,197,708           |  | 
|138. |  | Southgate Mall            |  | AZ |  | Yuma                       |  | Fee                            |  | 100.0 | % |     |  | Acquired 1988 |  | 95.4 | % | 321,574             |  | 
|139. |  | SouthPark                 |  | NC |  | Charlotte                  |  | Fee & Ground Lease (22) (2040) |  | 100.0 | % |     |  | Acquired 2002 |  | 86.3 | % | 1,110,342           |  | 
|140. |  | Southpark Mall            |  | IL |  | Moline                     |  | Fee                            |  | 50.0  | % | (4) |  | Acquired 1998 |  | 87.4 | % | 1,026,536           |  | 
|141. |  | SouthRidge Mall (5)       |  | IA |  | Des Moines                 |  | Fee                            |  | 50.0  | % | (4) |  | Acquired 1998 |  | 70.0 | % | 1,002,538           |  | 
|142. |  | Square One Mall           |  | MA |  | Saugus (Boston)            |  | Fee                            |  | 49.1  | % | (4) |  | Acquired 1999 |  | 96.8 | % | 865,290             |  | 
|143. |  | St. Charles Towne Center  |  | MD |  | Waldorf (Washington, D.C.) |  | Fee                            |  | 100.0 | % |     |  | Built 1990    |  | 94.4 | % | 987,461             |  | 
|144. |  | Summit Mall               |  | OH |  | Akron                      |  | Fee                            |  | 100.0 | % |     |  | Built 1965    |  | 95.2 | % | 763,440             |  | 
|145. |  | Sunland Park Mall         |  | TX |  | El Paso                    |  | Fee                            |  | 100.0 | % |     |  | Built 1988    |  | 88.7 | % | 917,710             |  | 
|146. |  | Tacoma Mall               |  | WA |  | Tacoma                     |  | Fee                            |  | 100.0 | % |     |  | Acquired 1987 |  | 98.4 | % | 1,289,633           |  | 
|147. |  | The Galleria              |  | TX |  | Houston                    |  | Fee                            |  | 31.5  | % | (4) |  | Acquired 2002 |  | 85.2 | % | 1,755,997           |  | 
|148. |  | Tippecanoe Mall           |  | IN |  | Lafayette                  |  | Fee                            |  | 100.0 | % |     |  | Built 1973    |  | 96.4 | % | 859,556             |  | 
|149. |  | Town Center at Boca Raton |  | FL |  | Boca Raton                 |  | Fee                            |  | 100.0 | % |     |  | Acquired 1998 |  | 99.0 | % | 1,555,307           |  | 
|150. |  | Town Center at Cobb       |  | GA |  | Kennesaw (Atlanta)         |  | Fee                            |  | 50.0  | % | (4) |  | Acquired 1998 |  | 97.2 | % | 1,273,108           |  | 
|151. |  | Towne East Square         |  | KS |  | Wichita                    |  | Fee                            |  | 100.0 | % |     |  | Built 1975    |  | 92.2 | % | 1,201,781           |  | 
|152. |  | Towne West Square         |  | KS |  | Wichita                    |  | Fee                            |  | 100.0 | % |     |  | Built 1980    |  | 82.5 | % | 966,017             |  | 

21

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|     |  |                         |  |    |  |                          |  |                     |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  | 
|---- |  | ----------------------- |  | -- |  | ------------------------ |  | ------------------- |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | 
|
|
|153. |  | Treasure Coast Square   |  | FL |  | Jensen Beach             |  | Fee                 |  | 100.0 | % |     |  | Built 1987    |  | 90.4 | % | 871,319             |  | 
|154. |  | Trolley Square          |  | UT |  | Salt Lake City           |  | Fee                 |  | 90.0  | % |     |  | Acquired 1986 |  | 83.2 | % | 221,982             |  | 
|155. |  | Tyrone Square           |  | FL |  | St. Petersburg           |  | Fee                 |  | 100.0 | % |     |  | Built 1972    |  | 98.6 | % | 1,127,993           |  | 
|156. |  | University Mall         |  | AR |  | Little Rock              |  | Ground Lease (2026) |  | 100.0 | % |     |  | Built 1967    |  | 74.4 | % | 565,494             |  | 
|157. |  | University Mall         |  | FL |  | Pensacola                |  | Fee                 |  | 100.0 | % |     |  | Acquired 1994 |  | 87.6 | % | 707,885             |  | 
|158. |  | University Park Mall    |  | IN |  | Mishawaka (South Bend)   |  | Fee                 |  | 60.0  | % |     |  | Built 1979    |  | 99.0 | % | 940,989             |  | 
|159. |  | Upper Valley Mall       |  | OH |  | Springfield              |  | Fee                 |  | 100.0 | % |     |  | Built 1971    |  | 89.3 | % | 750,598             |  | 
|160. |  | Valle Vista Mall        |  | TX |  | Harlingen                |  | Fee                 |  | 100.0 | % |     |  | Built 1983    |  | 92.9 | % | 657,084             |  | 
|161. |  | Valley Mall             |  | VA |  | Harrisonburg             |  | Fee                 |  | 50.0  | % | (4) |  | Acquired 1998 |  | 94.3 | % | 486,850             |  | 
|162. |  | Virginia Center Commons |  | VA |  | Glen Allen               |  | Fee                 |  | 100.0 | % |     |  | Built 1991    |  | 96.4 | % | 787,311             |  | 
|163. |  | Walt Whitman Mall       |  | NY |  | Huntington Station (NYC) |  | Ground Rent (2012)  |  | 100.0 | % |     |  | Acquired 1998 |  | 95.0 | % | 1,017,903           |  | 
|164. |  | Washington Square       |  | IN |  | Indianapolis             |  | Fee                 |  | 100.0 | % |     |  | Built 1974    |  | 76.3 | % | 1,140,520           |  | 
|165. |  | West Ridge Mall (23)    |  | KS |  | Topeka                   |  | Fee                 |  | 100.0 | % |     |  | Built 1988    |  | 85.9 | % | 1,040,309           |  | 
|166. |  | West Town Mall          |  | TN |  | Knoxville                |  | Ground Lease (2042) |  | 50.1  | % | (4) |  | Acquired 1991 |  | 94.6 | % | 1,327,764           |  | 
|167. |  | Westchester, The        |  | NY |  | White Plains (NYC)       |  | Fee                 |  | 40.0  | % | (4) |  | Acquired 1997 |  | 99.2 | % | 824,588             |  | 
|168. |  | Westminster Mall        |  | CA |  | Westminster              |  | Fee                 |  | 100.0 | % |     |  | Acquired 1998 |  | 92.3 | % | 1,219,552           |  | 
|169. |  | White Oaks Mall         |  | IL |  | Springfield              |  | Fee                 |  | 77.5  | % |     |  | Built 1977    |  | 93.4 | % | 950,116             |  | 
|170. |  | Wolfchase Galleria      |  | TN |  | Memphis                  |  | Fee                 |  | 94.5  | % |     |  | Acquired 2002 |  | 95.9 | % | 1,266,276           |  | 
|171. |  | Woodland Hills Mall     |  | OK |  | Tulsa                    |  | Fee                 |  | 47.2  | % | (4) |  | Acquired 2002 |  | 95.4 | % | 1,091,509           |  | 
|172. |  | Woodville Mall (17)     |  | OH |  | Northwood (Toledo)       |  | Fee                 |  | 100.0 | % |     |  | Built 1969    |  | 63.3 | % | 772,394             |  | 

22

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                             |  |    |  |              |  |                                  |  |       |   |     |  |               |  |       |   | Gross Leasable Area |  | 
|--- |  | --------------------------- |  | -- |  | ------------ |  | -------------------------------- |  | ----- | - | --- |  | ------------- |  | ----- | - | ------------------- |  | 
|
|
|    |  | COMMUNITY SHOPPING CENTERS  |  |    |  |              |  |                                  |  |       |   |     |  |               |  |       |   |                     |  | 
|1.  |  | Arboretum, The              |  | TX |  | Austin       |  | Fee                              |  | 100.0 | % |     |  | Acquired 1998 |  | 92.5  | % | 211,082             |  | 
|2.  |  | Bloomingdale Court          |  | IL |  | Bloomingdale |  | Fee                              |  | 100.0 | % |     |  | Built 1987    |  | 79.8  | % | 604,763             |  | 
|3.  |  | Boardman Plaza              |  | OH |  | Youngstown   |  | Fee                              |  | 100.0 | % |     |  | Built 1951    |  | 68.1  | % | 640,541             |  | 
|4.  |  | Bridgeview Court            |  | IL |  | Bridgeview   |  | Fee                              |  | 100.0 | % |     |  | Built 1988    |  | 75.4  | % | 273,678             |  | 
|5.  |  | Brightwood Plaza            |  | IN |  | Indianapolis |  | Fee                              |  | 100.0 | % |     |  | Built 1965    |  | 100.0 | % | 38,493              |  | 
|6.  |  | Celina Plaza                |  | TX |  | El Paso      |  | Fee and Ground Lease (22) (2027) |  | 100.0 | % |     |  | Built 1978    |  | 100.0 | % | 32,622              |  | 
|7.  |  | Charles Towne Square        |  | SC |  | Charleston   |  | Fee                              |  | 100.0 | % |     |  | Built 1976    |  | 100.0 | % | 199,693             |  | 
|8.  |  | Chesapeake Center           |  | VA |  | Chesapeake   |  | Fee                              |  | 100.0 | % |     |  | Built 1989    |  | 66.7  | % | 299,604             |  | 
|9.  |  | Cobblestone Court           |  | NY |  | Victor       |  | Fee and Ground Lease (9) (2038)  |  | 35.0  | % | (4) |  | Built 1993    |  | 100.0 | % | 265,499             |  | 
|10. |  | Countryside Plaza           |  | IL |  | Countryside  |  | Fee and Ground Lease (9) (2058)  |  | 100.0 | % |     |  | Built 1977    |  | 75.5  | % | 435,608             |  | 
|11. |  | Crystal Court               |  | IL |  | Crystal Lake |  | Fee                              |  | 35.0  | % | (4) |  | Built 1989    |  | 97.7  | % | 278,971             |  | 
|12. |  | Eastland Convenience Center |  | IN |  | Evansville   |  | Ground Lease (2075)              |  | 50.0  | % | (4) |  | Acquired 1998 |  | 94.5  | % | 173,069             |  | 
|13. |  | Eastland Plaza              |  | OK |  | Tulsa        |  | Fee                              |  | 100.0 | % |     |  | Built 1986    |  | 78.7  | % | 188,229             |  | 
|14. |  | Empire East (5)             |  | SD |  | Sioux Falls  |  | Fee                              |  | 50.0  | % | (4) |  | Acquired 1998 |  | 91.7  | % | 250,081             |  | 
|15. |  | Fairfax Court               |  | VA |  | Fairfax      |  | Fee                              |  | 26.3  | % | (4) |  | Built 1992    |  | 100.0 | % | 249,297             |  | 
|16. |  | Forest Plaza                |  | IL |  | Rockford     |  | Fee                              |  | 100.0 | % |     |  | Built 1985    |  | 98.2  | % | 429,250             |  | 
|17. |  | Fox River Plaza (17)        |  | IL |  | Elgin        |  | Fee                              |  | 100.0 | % |     |  | Built 1985    |  | 0.7   | % | 322,997             |  | 

23

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                               |  |    |  |                    |  |                     |  |       |   |      |  |               |  |       |   | Gross Leasable Area |  | 
|--- |  | ----------------------------- |  | -- |  | ------------------ |  | ------------------- |  | ----- | - | ---- |  | ------------- |  | ----- | - | ------------------- |  | 
|
|
|18. |  | Gaitway Plaza                 |  | FL |  | Ocala              |  | Fee                 |  | 23.3  | % | (4)  |  | Built 1989    |  | 83.2  | % | 230,170             |  | 
|19. |  | Great Lakes Plaza             |  | OH |  | Mentor (Cleveland) |  | Fee                 |  | 100.0 | % |      |  | Built 1976    |  | 100.0 | % | 164,104             |  | 
|20. |  | Great Northeast Plaza         |  | PA |  | Philadelphia       |  | Fee                 |  | 50.0  | % | (4)  |  | Acquired 1989 |  | 78.6  | % | 298,125             |  | 
|21. |  | Greenwood Plus                |  | IN |  | Greenwood          |  | Fee                 |  | 100.0 | % |      |  | Built 1979    |  | 100.0 | % | 159,931             |  | 
|22. |  | Griffith Park Plaza           |  | IN |  | Griffith           |  | Ground Lease (2060) |  | 100.0 | % |      |  | Built 1979    |  | 41.5  | % | 274,230             |  | 
|23. |  | Grove at Lakeland Square, The |  | FL |  | Lakeland           |  | Fee                 |  | 100.0 | % |      |  | Built 1988    |  | 94.0  | % | 215,591             |  | 
|24. |  | Highland Lakes Center         |  | FL |  | Orlando            |  | Fee                 |  | 100.0 | % |      |  | Built 1991    |  | 77.6  | % | 477,986             |  | 
|25. |  | Indian River Commons          |  | FL |  | Vero Beach         |  | Fee                 |  | 50.0  | % | (4)  |  | Built 1997    |  | 92.5  | % | 262,881             |  | 
|26. |  | Ingram Plaza                  |  | TX |  | San Antonio        |  | Fee                 |  | 100.0 | % |      |  | Built 1980    |  | 100.0 | % | 111,518             |  | 
|27. |  | Keystone Shoppes              |  | IN |  | Indianapolis       |  | Ground Lease (2067) |  | 100.0 | % |      |  | Acquired 1997 |  | 92.8  | % | 29,140              |  | 
|28. |  | Knoxville Commons             |  | TN |  | Knoxville          |  | Fee                 |  | 100.0 | % |      |  | Built 1987    |  | 60.4  | % | 180,463             |  | 
|29. |  | Lake Plaza                    |  | IL |  | Waukegan           |  | Fee                 |  | 100.0 | % |      |  | Built 1986    |  | 94.0  | % | 215,462             |  | 
|30. |  | Lake View Plaza               |  | IL |  | Orland Park        |  | Fee                 |  | 100.0 | % |      |  | Built 1986    |  | 94.5  | % | 371,480             |  | 
|31. |  | Lakeline Plaza                |  | TX |  | Austin             |  | Fee                 |  | 100.0 | % |      |  | Built 1998    |  | 98.1  | % | 344,693             |  | 
|32. |  | Lima Center                   |  | OH |  | Lima               |  | Fee                 |  | 100.0 | % |      |  | Built 1978    |  | 96.5  | % | 206,878             |  | 
|33. |  | Lincoln Crossing              |  | IL |  | O'Fallon           |  | Fee                 |  | 100.0 | % |      |  | Built 1990    |  | 92.9  | % | 161,337             |  | 
|34. |  | Mainland Crossing             |  | TX |  | Texas City         |  | Fee                 |  | 80.0  | % | (18) |  | Built 1991    |  | 85.7  | % | 390,987             |  | 

24

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                              |  |    |  |                      |  |                                 |  |       |   |     |  |               |  |       |   | Gross Leasable Area |  | 
|--- |  | ---------------------------- |  | -- |  | -------------------- |  | ------------------------------- |  | ----- | - | --- |  | ------------- |  | ----- | - | ------------------- |  | 
|
|
|35. |  | Mall of Georgia Crossing     |  | GA |  | Mill Creek (Atlanta) |  | Fee                             |  | 50.0  | % | (4) |  | Built 1999    |  | 91.3  | % | 440,612             |  | 
|36. |  | Markland Plaza               |  | IN |  | Kokomo               |  | Fee                             |  | 100.0 | % |     |  | Built 1974    |  | 100.0 | % | 93,536              |  | 
|37. |  | Martinsville Plaza           |  | VA |  | Martinsville         |  | Space Lease (2036)              |  | 100.0 | % |     |  | Built 1967    |  | 100.0 | % | 102,105             |  | 
|38. |  | Matteson Plaza               |  | IL |  | Matteson             |  | Fee                             |  | 100.0 | % |     |  | Built 1988    |  | 38.7  | % | 275,455             |  | 
|39. |  | Memorial Plaza               |  | WI |  | Sheboygan            |  | Fee                             |  | 100.0 | % |     |  | Built 1966    |  | 97.7  | % | 131,499             |  | 
|40. |  | Mounds Mall Cinema (16) (17) |  | IN |  | Anderson             |  | Fee                             |  | 100.0 | % |     |  | Built 1974    |  | 0.0   | % | 7,500               |  | 
|41. |  | Muncie Plaza                 |  | IN |  | Muncie               |  | Fee                             |  | 100.0 | % |     |  | Built 1998    |  | 100.0 | % | 172,651             |  | 
|42. |  | New Castle Plaza             |  | IN |  | New Castle           |  | Fee                             |  | 100.0 | % |     |  | Built 1966    |  | 100.0 | % | 91,648              |  | 
|43. |  | North Ridge Plaza            |  | IL |  | Joliet               |  | Fee                             |  | 100.0 | % |     |  | Built 1985    |  | 75.6  | % | 305,070             |  | 
|44. |  | North Riverside Park Plaza   |  | IL |  | North Riverside      |  | Fee                             |  | 100.0 | % |     |  | Built 1977    |  | 93.5  | % | 119,608             |  | 
|45. |  | Northland Plaza              |  | OH |  | Columbus             |  | Fee and Ground Lease (7) (2085) |  | 100.0 | % |     |  | Built 1988    |  | 55.3  | % | 209,534             |  | 
|46. |  | Northwood Plaza              |  | IN |  | Fort Wayne           |  | Fee                             |  | 100.0 | % |     |  | Built 1974    |  | 84.9  | % | 173,397             |  | 
|47. |  | Park Plaza                   |  | KY |  | Hopkinsville         |  | Fee and Ground Lease (7) (2039) |  | 100.0 | % |     |  | Built 1968    |  | 95.2  | % | 115,024             |  | 
|48. |  | Plaza at Buckland Hills, The |  | CT |  | Manchester           |  | Fee                             |  | 35.0  | % | (4) |  | Built 1993    |  | 81.5  | % | 334,487             |  | 
|49. |  | Regency Plaza                |  | MO |  | St. Charles          |  | Fee                             |  | 100.0 | % |     |  | Built 1988    |  | 100.0 | % | 287,526             |  | 
|50. |  | Ridgewood Court              |  | MS |  | Jackson              |  | Fee                             |  | 35.0  | % | (4) |  | Built 1993    |  | 94.8  | % | 240,662             |  | 
|51. |  | Rockaway Convenience Center  |  | NJ |  | Rockaway (NYC)       |  | Fee                             |  | 100.0 | % |     |  | Acquired 1998 |  | 64.7  | % | 135,689             |  | 

25

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|    |  |                              |  |    |  |                            |  |                     |  |       |   |     |  |            |  |       |   | Gross Leasable Area |  | 
|--- |  | ---------------------------- |  | -- |  | -------------------------- |  | ------------------- |  | ----- | - | --- |  | ---------- |  | ----- | - | ------------------- |  | 
|
|
|52. |  | Royal Eagle Plaza            |  | FL |  | Coral Springs              |  | Fee                 |  | 35.0  | % | (4) |  | Built 1989 |  | 99.3  | % | 199,125             |  | 
|53. |  | St. Charles Towne Plaza      |  | MD |  | Waldorf                    |  | Fee                 |  | 100.0 | % |     |  | Built 1987 |  | 55.0  | % | 404,988             |  | 
|54. |  | Shops at Northeast Mall, The |  | TX |  | Hurst                      |  | Fee                 |  | 100.0 | % |     |  | Built 1999 |  | 98.9  | % | 364,357             |  | 
|55. |  | Teal Plaza                   |  | IN |  | Lafayette                  |  | Fee                 |  | 100.0 | % |     |  | Built 1962 |  | 100.0 | % | 101,087             |  | 
|56. |  | Terrace at the Florida Mall  |  | FL |  | Orlando                    |  | Fee                 |  | 100.0 | % |     |  | Built 1989 |  | 59.4  | % | 329,362             |  | 
|57. |  | Tippecanoe Plaza             |  | IN |  | Lafayette                  |  | Fee                 |  | 100.0 | % |     |  | Built 1974 |  | 100.0 | % | 94,598              |  | 
|58. |  | University Center            |  | IN |  | Mishawaka (South Bend)     |  | Fee                 |  | 60.0  | % |     |  | Built 1980 |  | 90.1  | % | 150,548             |  | 
|59. |  | Village Park Plaza           |  | IN |  | Carmel                     |  | Fee                 |  | 35.0  | % | (4) |  | Built 1990 |  | 99.2  | % | 545,448             |  | 
|60. |  | Wabash Village               |  | IN |  | West Lafayette             |  | Ground Lease (2063) |  | 100.0 | % |     |  | Built 1970 |  | 100.0 | % | 124,536             |  | 
|61. |  | Washington Plaza             |  | IN |  | Indianapolis               |  | Fee                 |  | 100.0 | % |     |  | Built 1976 |  | 57.1  | % | 50,107              |  | 
|62. |  | Waterford Lakes Town Center  |  | FL |  | Orlando                    |  | Fee                 |  | 100.0 | % |     |  | Built 1999 |  | 100.0 | % | 818,071             |  | 
|63. |  | West Ridge Plaza             |  | KS |  | Topeka                     |  | Fee                 |  | 100.0 | % |     |  | Built 1988 |  | 96.1  | % | 237,755             |  | 
|64. |  | West Town Corners            |  | FL |  | Altamonte Springs          |  | Fee                 |  | 23.3  | % | (4) |  | Built 1989 |  | 93.4  | % | 385,037             |  | 
|65. |  | Westland Park Plaza          |  | FL |  | Orange Park (Jacksonville) |  | Fee                 |  | 23.3  | % | (4) |  | Built 1989 |  | 95.6  | % | 163,154             |  | 
|66. |  | White Oaks Plaza             |  | IL |  | Springfield                |  | Fee                 |  | 100.0 | % |     |  | Built 1986 |  | 97.9  | % | 391,417             |  | 
|67. |  | Willow Knolls Court          |  | IL |  | Peoria                     |  | Fee                 |  | 35.0  | % | (4) |  | Built 1990 |  | 74.3  | % | 382,377             |  | 
|68. |  | Yards Plaza, The             |  | IL |  | Chicago                    |  | Fee                 |  | 35.0  | % | (4) |  | Built 1990 |  | 96.7  | % | 272,452             |  | 

26

---

SIMON PROPERTY GROUP L.P.PROPERTY TABLE

|   |  |                                      |  |    |  |             |  |                             |  |       |   |      |  |               |  |      |   | Gross Leasable Area |  |    
|-- |  | ------------------------------------ |  | -- |  | ----------- |  | --------------------------- |  | ----- | - | ---- |  | ------------- |  | ---- | - | ------------------- |  | ---
|
|
|   |  | OFFICE CENTERS                       |  |    |  |             |  |                             |  |       |   |      |  |               |  |      |   |                     |  |    
|1. |  | O'Hare International Center          |  | IL |  | Rosemont    |  | Fee                         |  | 100.0 | % |      |  | Built 1988    |  | 93.5 | % | 495,579             |  | (34
|2. |  | Riverway                             |  | IL |  | Rosemont    |  | Fee                         |  | 100.0 | % |      |  | Acquired 1991 |  | 79.3 | % | 818,867             |  | (35
|   |  | MIXED-USE CENTERS                    |  |    |  |             |  |                             |  |       |   |      |  |               |  |      |   |                     |  |    
|1. |  | Copley Place                         |  | MA |  | Boston      |  | Fee                         |  | 98.1  | % |      |  | Acquired 2002 |  | 95.4 | % | 1,214,279           |  | (36
|2. |  | Fashion Centre at Pentagon City, The |  | VA |  | Arlington   |  | Fee                         |  | 42.5  | % | (4)  |  | Built 1989    |  | 99.7 | % | 991,570             |  | (37
|3. |  | New Orleans Centre/CNG Tower         |  | LA |  | New Orleans |  | Fee and Ground Lease (2084) |  | 100.0 | % |      |  | Built 1988    |  | 76.2 | % | 1,031,051           |  | (38
|   |  |                                      |  |    |  |             |  |                             |  |       |   |      |  |               |  |      |   |                     |  |    
|   |  | Total Portfolio                      |  |    |  |             |  |                             |  |       |   |      |  |               |  |      |   | 184,541,587         |  |    
|   |  |                                      |  |    |  |             |  |                             |  |       |   |      |  |               |  |      |   |                     |  |    
|   |  | PROPERTIES UNDER CONSTRUCTION        |  |    |  |             |  |                             |  |       |   |      |  |               |  |      |   |                     |  |    
|1. |  | Chicago Premium Outlets              |  | IL |  | Aurora      |  |                             |  | 50.0  | % | (24) |  |               |  |      |   |                     |  |    
|2. |  | Lakeline Village                     |  | TX |  | Austin      |  |                             |  | 100.0 | % | (25) |  |               |  |      |   |                     |  |    
|3. |  | Las Vegas Premium Outlets            |  | NV |  | Las Vegas   |  |                             |  | 50.0  | % | (26) |  |               |  |      |   |                     |  |    
|4. |  | Rockaway Town Court                  |  | NJ |  | Rockaway    |  |                             |  | 100.0 | % | (27) |  |               |  |      |   |                     |  |    

(Footnotes on following page)

27

---

(Footnotes for preceding page)

---



We have direct or indirect ownership interests in four parcels of land held for future development, containing an aggregate of approximately 422 acres located in
three states. In addition, we have an indirect interest through the Management Company in one parcel of land totaling 109 acres, which was previously held for development, but is now held for sale.



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.

28

---

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIESAs of December 31, 2002
(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          | %       | $           | 30,097  |                     | $ | 2,216         |    
|Arboretum                                     |  | 2.88          | %  (1)  |             | 34,000  |                     |   | 979           | (2)
|Arsenal Mall  1                              |  | 6.75          | %       |             | 33,428  |                     |   | 2,724         |    
|Arsenal Mall  2                              |  | 8.20          | %       |             | 1,929   |                     |   | 286           |    
|Battlefield Mall  1                          |  | 7.50          | %       |             | 43,597  |                     |   | 4,765         |    
|Battlefield Mall  2                          |  | 6.81          | %       |             | 42,944  |                     |   | 3,524         |    
|Biltmore Square                               |  | 7.95          | %       |             | 26,000  |                     |   | 2,067         | (2)
|Bloomingdale Court                            |  | 7.78          | %       |             | 29,026  | (4)                 |   | 2,578         |    
|Bowie Mall                                    |  | 2.88          | %  (1)  |             | 52,605  |                     |   | 1,515         | (2)
|Brunswick Square                              |  | 2.88          | %  (1)  |             | 45,000  |                     |   | 1,296         | (2)
|Century III Mall                              |  | 6.20          | %       |             | 88,844  | (10)                |   | 6,541         |    
|Chesapeake Center                             |  | 8.44          | %       |             | 6,563   | (38)                |   | 554           | (2)
|Chesapeake Square                             |  | 4.13          | %  (13) |             | 47,000  |                     |   | 1,941         | (2)
|Cielo Vista Mall  1                          |  | 9.38          | %       |             | 52,026  | (5)                 |   | 5,828         |    
|Cielo Vista Mall  2                          |  | 8.13          | %       |             | 975     |                     |   | 376           |    
|Cielo Vista Mall  3                          |  | 6.76          | %       |             | 37,157  | (5)                 |   | 3,039         |    
|CMBS Loan  Fixed (encumbers 7 Properties)    |  | 7.31          | %       |             | 173,693 | (6)                 |   | 14,059        |    
|CMBS Loan  Variable (encumbers 7 Properties) |  | 6.20          | %  (7)  |             | 49,112  | (6)                 |   | 1,801         |    
|College Mall  1                              |  | 7.00          | %       |             | 38,282  | (8)                 |   | 3,908         |    
|College Mall  2                              |  | 6.76          | %       |             | 11,447  | (8)                 |   | 935           |    
|Copley Place                                  |  | 7.44          | %       |             | 183,537 |                     |   | 16,266        |    
|Coral Square                                  |  | 8.00          | %       |             | 89,855  |                     |   | 8,065         |    
|Crossroads Mall                               |  | 6.20          | %       |             | 44,622  |                     |   | 3,285         |    
|Crystal River                                 |  | 7.63          | %       |             | 16,018  |                     |   | 1,385         |    
|Forest Mall                                   |  | 6.20          | %       |             | 17,869  | (11)                |   | 1,316         |    
|Forest Plaza                                  |  | 7.78          | %       |             | 15,920  | (4)                 |   | 1,414         |    
|Forum Phase I  Class A-1                     |  | 7.13          | %       |             | 46,996  |                     |   | 3,348         | (2)
|Forum Phase I  Class A-2                     |  | 6.19          | %  (12) |             | 44,386  |                     |   | 2,747         | (2)
|Forum Phase II  Class A-1                    |  | 7.13          | %       |             | 43,004  |                     |   | 3,064         | (2)
|Forum Phase II  Class A-2                    |  | 6.19          | %  (12) |             | 40,614  |                     |   | 2,514         | (2)
|Greenwood Park Mall  1                       |  | 7.00          | %       |             | 32,063  | (8)                 |   | 3,273         |    
|Greenwood Park Mall  2                       |  | 6.76          | %       |             | 59,143  | (8)                 |   | 4,831         |    
|Grove at Lakeland Square, The                 |  | 8.44          | %       |             | 3,750   | (38)                |   | 317           | (2)
|Gulf View Square                              |  | 8.25          | %       |             | 35,050  |                     |   | 3,652         |    
|Highland Lakes Center                         |  | 6.20          | %       |             | 16,471  | (10)                |   | 1,213         |    
|Ingram Park Mall                              |  | 6.99          | %       |             | 83,273  | (29)                |   | 6,724         |    
|Jefferson Valley Mall                         |  | 2.63          | %  (1)  |             | 60,000  |                     |   | 1,578         | (2)
|Keystone at the Crossing                      |  | 7.85          | %       |             | 61,373  |                     |   | 5,642         |    
|Knoxville Center                              |  | 6.99          | %       |             | 63,059  | (29)                |   | 5,092         |    
|Lake View Plaza                               |  | 7.78          | %       |             | 21,163  | (4)                 |   | 1,880         |    
|Lakeline Mall                                 |  | 7.65          | %       |             | 69,563  |                     |   | 6,300         |    
|Lakeline Plaza                                |  | 7.78          | %       |             | 23,202  | (4)                 |   | 2,061         |    
|Lincoln Crossing                              |  | 7.78          | %       |             | 3,204   | (4)                 |   | 285           |    
|Longview Mall                                 |  | 6.20          | %       |             | 33,441  | (10)                |   | 2,462         |    
|Markland Mall                                 |  | 6.20          | %       |             | 23,659  | (11)                |   | 1,742         |    
|Matteson Plaza                                |  | 7.78          | %       |             | 9,319   | (4)                 |   | 828           |    
|McCain Mall  1                               |  | 9.38          | %       |             | 24,293  | (5)                 |   | 2,721         |    
|McCain Mall  2                               |  | 6.76          | %       |             | 17,151  | (5)                 |   | 1,402         |    
|Melbourne Square                              |  | 7.42          | %       |             | 37,228  |                     |   | 3,374         |    
|Midland Park Mall                             |  | 6.20          | %       |             | 34,540  | (11)                |   | 2,543         |    
|Muncie Plaza                                  |  | 7.78          | %       |             | 8,057   | (4)                 |   | 716           |    

29

---

|North East Mall                         |                                         | 2.76 | %  (1)  |   | 140,000 |           |   | 3,857  | (2)  | 05/21/04 | (3) 
|--------------------------------------- | --------------------------------------- | ---- | ------- | - | ------- | --------- | - | ------ | ---- | -------- | ----
|Northlake Mall                          |                                         | 6.99 | %       |   | 72,746  | (29)      |   | 5,874  |      | 08/11/11 |     
|Paddock Mall                            |                                         | 8.25 | %       |   | 27,876  |           |   | 2,905  |      | 10/01/06 |     
|Palm Beach Mall                         |                                         | 6.20 | %       |   | 55,253  |           |   | 4,068  |      | 10/10/12 |     
|Penn Square Mall                        |                                         | 7.03 | %       |   | 72,208  |           |   | 6,003  |      | 03/01/09 | (36)
|Port Charlotte Town Center              |                                         | 7.98 | %       |   | 53,250  |           |   | 4,249  | (2)  | 12/11/10 | (36)
|Raleigh Springs Mall                    |                                         | 3.80 | %  (37) |   | 11,000  |           |   | 418    | (2)  | 12/09/05 |     
|Regency Plaza                           |                                         | 7.78 | %       |   | 4,368   | (4)       |   | 388    |      | 10/01/09 |     
|Richmond Towne Square                   |                                         | 6.20 | %       |   | 48,515  | (11)      |   | 3,572  |      | 10/10/12 |     
|Riverway                                |                                         | 2.53 | %  (18) |   | 110,000 |           |   | 2,783  | (2)  | 10/01/06 | (3) 
|Shops @ Mission Viejo                   |                                         | 2.43 | %  (1)  |   | 151,299 |           |   | 3,677  | (2)  | 09/14/03 |     
|St. Charles Towne Plaza                 |                                         | 7.78 | %       |   | 27,958  | (4)       |   | 2,483  |      | 10/01/09 |     
|Sunland Park Mall                       |                                         | 8.63 | %  (14) |   | 37,766  |           |   | 3,773  |      | 01/01/26 |     
|Tacoma Mall                             |                                         | 7.00 | %       |   | 133,391 |           |   | 10,778 |      | 09/28/11 |     
|Terrace at Florida Mall, The            |                                         | 8.44 | %       |   | 4,688   | (38)      |   | 396    | (2)  | 05/15/15 |     
|Tippecanoe Mall  1                     |                                         | 8.45 | %       |   | 42,752  |           |   | 4,647  |      | 01/01/05 |     
|Tippecanoe Mall  2                     |                                         | 6.81 | %       |   | 15,269  |           |   | 1,253  |      | 01/01/05 |     
|Towne East Square  1                   |                                         | 7.00 | %       |   | 50,612  | (8)       |   | 5,167  |      | 01/01/09 |     
|Towne East Square  2                   |                                         | 6.81 | %       |   | 23,857  | (8)       |   | 1,958  |      | 01/01/09 |     
|Towne West Square                       |                                         | 6.99 | %       |   | 54,509  | (29)      |   | 4,402  |      | 08/11/11 |     
|Treasure Coast Square  1               |                                         | 7.42 | %       |   | 50,254  |           |   | 3,729  | (2)  | 01/01/06 |     
|Treasure Coast Square  2               |                                         | 8.06 | %       |   | 11,736  |           |   | 946    | (2)  | 01/01/06 |     
|Trolley Square                          |                                         | 9.03 | %       |   | 29,336  |           |   | 2,880  |      | 08/01/10 | (36)
|University Park Mall                    |                                         | 7.43 | %       |   | 59,365  |           |   | 4,958  |      | 10/01/07 |     
|Valle Vista Mall  1                    |                                         | 9.38 | %       |   | 32,175  | (5)       |   | 3,604  |      | 05/01/07 |     
|Valle Vista Mall  2                    |                                         | 6.81 | %       |   | 7,626   | (5)       |   | 626    |      | 05/01/07 |     
|Waterford Lakes                         |                                         | 2.78 | %  (1)  |   | 68,000  |           |   | 1,890  | (2)  | 08/16/04 | (3) 
|West Ridge Plaza                        |                                         | 7.78 | %       |   | 5,631   | (4)       |   | 500    |      | 10/01/09 |     
|White Oaks Mall                         |                                         | 2.48 | %  (1)  |   | 48,563  |           |   | 1,204  | (2)  | 02/25/08 | (3) 
|White Oaks Plaza                        |                                         | 7.78 | %       |   | 17,183  | (4)       |   | 1,526  |      | 10/01/09 |     
|Wolfchase Galleria                      |                                         | 7.80 | %       |   | 75,496  |           |   | 6,911  |      | 06/30/07 |     
|                                        |                                         |      |         |   |         |           |   |        |      |         
|                                        | Total Consolidated Secured Indebtedness |      |         |   | $       | 3,648,230 |   |        |      |          |     
|Unsecured Indebtedness:                 |                                         |      |         |   |         |           |   |        |      |          |     
|Simon Property Group, LP:               |                                         |      |         |   |         |           |   |        |      |          |     
|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 |     
|Putable Asset Trust Securities          |                                         | 6.75 | %       |   | 100,000 |           |   | 6,750  | (15) | 11/15/03 | (35)
|Simon ERE Facility  Swap component     |                                         | 7.75 | %  (23) |   | 28,200  |           |   | 2,186  | (2)  | 07/31/03 |     
|Simon ERE Facility  Variable component |                                         | 3.50 | %  (24) |   | 30,878  |           |   | 1,080  | (2)  | 07/31/03 |     
|SPG, L.P. Unsecured Term Loan  4       |                                         | 2.03 | %  (1)  |   | 150,000 |           |   | 3,045  | (2)  | 02/28/04 | (3) 
|Unsecured Notes  1                     |                                         | 6.88 | %       |   | 250,000 |           |   | 17,188 | (15) | 11/15/06 |     
|Unsecured Notes  2A                    |                                         | 6.75 | %       |   | 100,000 |           |   | 6,750  | (15) | 07/15/04 |     
|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  4A                    |                                         | 6.63 | %       |   | 375,000 |           |   | 24,844 | (15) | 06/15/03 |     
|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  5A                    |                                         | 6.75 | %       |   | 300,000 |           |   | 20,250 | (15) | 02/09/04 |     
|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 |     

30

---

|SPG, L.P. Unsecured Term Loan  3                |                                                 | 2.18 | %  (1)  |   | 65,000    |           |      | 1,417  | (2)  | 03/15/04 | (3) 
|------------------------------------------------ | ----------------------------------------------- | ---- | ------- | - | --------- | --------- | ---- | ------ | ---- | -------- | ----
|Unsecured Revolving Credit Facility              |                                                 | 2.03 | %  (16) |   | 308,000   |           |      | 6,252  | (2)  | 04/16/06 | (3) 
|Mandatory Par Put Remarketed Securities          |                                                 | 7.00 | %       |   | 200,000   |           |      | 14,000 | (15) | 06/15/08 | (17)
|                                                 |                                                 |      |         |   |           |           |      |        |      |         
|                                                 |                                                 |      |         |   | 5,037,078 |           |      |        |      |          |     
|Shopping Center Associates, subsidiary:          |                                                 |      |         |   |           |           |      |        |      |          |     
|Unsecured Notes  SCA 1                          |                                                 | 6.75 | %       |   | 150,000   |           |      | 10,125 | (15) | 01/15/04 |     
|Unsecured Notes  SCA 2                          |                                                 | 7.63 | %       |   | 110,000   |           |      | 8,388  | (15) | 05/15/05 |     
|                                                 |                                                 |      |         |   |           |           |      |        |      |         
|                                                 |                                                 |      |         |   | 260,000   |           |      |        |      |          |     
|The Retail Property Trust, subsidiary:           |                                                 |      |         |   |           |           |      |        |      |          |     
|Unsecured Notes  CPI 2                          |                                                 | 7.05 | %       |   | 100,000   |           |      | 7,050  | (15) | 04/01/03 |     
|Unsecured Notes  CPI 3                          |                                                 | 7.75 | %       |   | 150,000   |           |      | 11,625 | (15) | 08/15/04 |     
|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 |     
|                                                 |                                                 |      |         |   |           |           |      |        |      |         
|                                                 |                                                 |      |         |   | 575,000   |           |      |        |      |          |     
|                                                 |                                                 |      |         |   |           |           |      |        |      |         
|                                                 | Total Consolidated Unsecured Indebtedness       |      |         |   | $         | 5,872,078 |      |        |      |          |     
|                                                 |                                                 |      |         |   |           |           |      |        |      |         
|                                                 | Total Consolidated Indebtedness at Face Amounts |      |         |   | $         | 9,520,308 |      |        |      |          |     
|                                                 | Fair Value Interest Rate Swaps                  |      |         |   |           | 8,614     | (33) |        |      |          |     
|                                                 | Net Premium on Indebtedness                     |      |         |   |           | 17,159    |      |        |      |          |     
|                                                 |                                                 |      |         |   |           |           |      |        |      |         
|                                                 | Total Consolidated Indebtedness                 |      |         |   | $         | 9,546,081 | (28) |        |      |          |     
|                                                 |                                                 |      |         |   |           |           |      |        |      |         
|Joint Venture Indebtedness:                      |                                                 |      |         |   |           |           |      |        |      |          |     
|Secured Indebtedness:                            |                                                 |      |         |   |           |           |      |        |      |          |     
|Simon Property Group, LP:                        |                                                 |      |         |   |           |           |      |        |      |          |     
|Apple Blossom Mall                               |                                                 | 7.99 | %       | $ | 39,952    |           | $    | 3,607  |      | 09/10/09 |     
|Atrium at Chestnut Hill                          |                                                 | 6.89 | %       |   | 48,333    |           |      | 3,880  |      | 03/11/11 | (36)
|Auburn Mall                                      |                                                 | 7.99 | %       |   | 46,772    |           |      | 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                                     |                                                 | 8.36 | %       |   | 54,254    |           |      | 5,553  |      | 05/15/03 |     
|Cape Cod Mall                                    |                                                 | 6.80 | %       |   | 98,302    |           |      | 7,821  |      | 03/11/11 |     
|Circle Centre Mall  1                           |                                                 | 1.82 | %  (19) |   | 60,000    |           |      | 1,092  | (2)  | 01/31/04 | (3) 
|Circle Centre Mall  2                           |                                                 | 2.88 | %  (20) |   | 7,500     |           |      | 216    | (2)  | 01/31/04 | (3) 
|CMBS Loan  1 Fixed (encumbers 13 Properties)    |                                                 | 7.41 | %       |   | 300,000   | (21)      |      | 22,229 | (2)  | 05/15/06 |     
|CMBS Loan  1 Floating (encumbers 13 Properties) |                                                 | 1.88 | %       |   | 184,500   | (21)      |      | 3,462  | (2)  | 05/15/03 |     
|CMBS Loan  2 Fixed (encumbers 13 Properties)    |                                                 | 8.13 | %       |   | 57,100    | (21)      |      | 4,643  | (2)  | 05/15/06 |     
|CMBS Loan  2 Floating (encumbers 13 Properties) |                                                 | 1.75 | %       |   | 81,400    | (21)      |      | 1,424  | (2)  | 05/15/06 |     
|Cobblestone Court                                |                                                 | 7.64 | %       |   | 6,179     | (22)      |      | 472    | (2)  | 01/01/06 |     
|Crystal Court                                    |                                                 | 7.64 | %       |   | 4,045     | (22)      |      | 309    | (2)  | 01/01/06 |     
|Crystal Mall                                     |                                                 | 5.62 | %       |   | 105,659   |           |      | 7,319  |      | 09/11/12 | (36)
|Dadeland Mall                                    |                                                 | 6.75 | %       |   | 198,346   |           |      | 15,566 |      | 02/11/12 | (36)
|Emerald Square Mall  1                          |                                                 | 2.68 | %  (9)  |   | 129,400   |           |      | 3,468  | (2)  | 04/01/05 | (3) 
|Emerald Square Mall  2                          |                                                 | 4.43 | %  (27) |   | 15,600    |           |      | 691    | (2)  | 04/01/05 | (3) 
|European Retail Enterprises  Fixed              |                                                 | 6.52 | %       |   | 62,906    |           |      | 8,782  |      | 08/27/11 |     
|European Retail Enterprises  Variable           |                                                 | 4.83 | %  (34) |   | 63,350    |           |      | 6,973  |      | 03/11/10 |     
|Fairfax Court                                    |                                                 | 7.64 | %       |   | 10,319    | (22)      |      | 788    | (2)  | 01/01/06 |     
|Fashion Centre Pentagon Retail                   |                                                 | 6.63 | %       |   | 164,895   |           |      | 12,838 |      | 09/11/11 | (36)
|Fashion Centre Pentagon Office                   |                                                 | 2.88 | %  (1)  |   | 33,000    |           |      | 950    | (2)  | 09/10/04 | (3) 
|Fashion Valley Mall  1                          |                                                 | 6.49 | %       |   | 168,477   |           |      | 13,255 |      | 10/11/08 | (36)
|Fashion Valley Mall  2                          |                                                 | 6.58 | %       |   | 29,124    |           |      | 1,915  | (2)  | 10/11/08 | (36)
|Florida Mall, The                                |                                                 | 7.55 | %       |   | 265,480   |           |      | 22,766 |      | 12/10/10 |     

31

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|Gaitway Plaza                |                                                          | 7.64 | %       |  | 7,349   | (22)      |      | 561    | (2) | 01/01/06 |     
|---------------------------- | -------------------------------------------------------- | ---- | ------- |  | ------- | --------- | ---- | ------ | --- | -------- | ----
|Great Northeast Plaza        |                                                          | 9.04 | %       |  | 16,970  |           |      | 1,744  |     | 06/01/06 |     
|Greendale Mall               |                                                          | 8.23 | %       |  | 41,079  |           |      | 3,779  |     | 12/10/06 |     
|Gwinnett Place  1           |                                                          | 7.54 | %       |  | 37,980  |           |      | 3,412  |     | 04/01/07 |     
|Gwinnett Place  2           |                                                          | 7.25 | %       |  | 83,531  |           |      | 7,070  |     | 04/01/07 |     
|Highland Mall                |                                                          | 6.83 | %       |  | 70,107  |           |      | 5,571  |     | 07/11/11 |     
|Houston Galleria  1         |                                                          | 7.93 | %       |  | 219,688 |           |      | 19,684 |     | 12/01/05 | (36)
|Houston Galleria  2         |                                                          | 3.13 | %  (1)  |  | 51,351  |           |      | 1,607  | (2) | 06/25/07 | (3) 
|Indian River Commons         |                                                          | 7.58 | %       |  | 8,226   |           |      | 710    |     | 11/01/04 |     
|Indian River Mall            |                                                          | 7.58 | %       |  | 45,643  |           |      | 3,941  |     | 11/01/04 |     
|Liberty Tree Mall            |                                                          | 2.88 | %  (1)  |  | 45,221  |           |      | 2,242  |     | 10/01/03 |     
|Mall at Rockingham           |                                                          | 7.88 | %       |  | 97,960  |           |      | 8,705  |     | 09/01/07 |     
|Mall at Chestnut Hill        |                                                          | 8.45 | %       |  | 14,843  |           |      | 1,396  |     | 02/02/10 |     
|Mall of America              |                                                          | 1.91 | %  (25) |  | 312,000 |           |      | 5,974  | (2) | 03/10/05 | (3) 
|Mall of Georgia              |                                                          | 7.09 | %       |  | 200,000 |           |      | 14,180 | (2) | 07/01/10 |     
|Mall of Georgia Crossing     |                                                          | 7.25 | %       |  | 33,771  |           |      | 2,824  |     | 06/09/06 |     
|Mall of New Hampshire  1    |                                                          | 6.96 | %       |  | 101,614 |           |      | 8,345  |     | 10/01/08 | (36)
|Mall of New Hampshire  2    |                                                          | 8.53 | %       |  | 8,305   |           |      | 786    |     | 10/01/08 |     
|Metrocenter                  |                                                          | 8.45 | %       |  | 29,350  |           |      | 3,031  |     | 02/28/08 |     
|Miami International Mall     |                                                          | 6.91 | %       |  | 43,976  |           |      | 3,758  |     | 12/21/03 |     
|Montreal Forum               |                                                          | 4.78 | %  (26) |  | 35,526  |           |      | 1,698  | (2) | 08/08/06 | (3) 
|Northfield Square            |                                                          | 3.88 | %  (30) |  | 37,000  |           |      | 1,436  | (2) | 04/30/05 | (3) 
|Northshore Mall              |                                                          | 9.05 | %       |  | 161,000 |           |      | 14,571 | (2) | 05/14/04 |     
|Plaza at Buckland Hills, The |                                                          | 7.64 | %       |  | 17,679  | (22)      |      | 1,351  | (2) | 01/01/06 |     
|Ridgewood Court              |                                                          | 7.64 | %       |  | 7,979   | (22)      |      | 610    | (2) | 01/01/06 |     
|River Ridge Mall             |                                                          | 8.05 | %       |  | 22,952  |           |      | 2,353  |     | 01/01/07 |     
|Royal Eagle Plaza            |                                                          | 7.64 | %       |  | 7,920   | (22)      |      | 605    | (2) | 01/01/06 |     
|Seminole Towne Center        |                                                          | 3.88 | %  (31) |  | 70,131  |           |      | 3,484  |     | 07/01/05 | (3) 
|Shops at Sunset Place, The   |                                                          | 4.38 | %  (1)  |  | 96,754  |           |      | 4,238  | (2) | 10/15/04 | (3) 
|Smith Haven Mall             |                                                          | 7.86 | %       |  | 115,000 |           |      | 9,039  | (2) | 06/01/06 |     
|Solomon Pond                 |                                                          | 7.83 | %       |  | 92,788  |           |      | 8,564  |     | 02/01/04 |     
|Source, The                  |                                                          | 6.65 | %       |  | 124,000 |           |      | 8,246  | (2) | 03/11/09 |     
|Square One                   |                                                          | 6.73 | %       |  | 94,335  |           |      | 7,380  |     | 03/11/12 |     
|Town Center at Cobb  1      |                                                          | 7.54 | %       |  | 48,389  |           |      | 4,347  |     | 04/01/07 |     
|Town Center at Cobb  2      |                                                          | 7.25 | %       |  | 63,570  |           |      | 5,381  |     | 04/01/07 |     
|Village Park Plaza           |                                                          | 7.64 | %       |  | 8,483   | (22)      |      | 648    | (2) | 01/01/06 |     
|West Town Corners            |                                                          | 7.64 | %       |  | 10,329  | (22)      |      | 789    | (2) | 01/01/06 |     
|West Town Mall               |                                                          | 6.90 | %       |  | 76,000  |           |      | 5,244  | (2) | 05/01/08 | (36)
|Westchester, The  1         |                                                          | 8.74 | %       |  | 146,458 |           |      | 14,478 |     | 09/01/05 |     
|Westchester, The  2         |                                                          | 7.20 | %       |  | 51,865  |           |      | 4,399  |     | 09/01/05 |     
|Westland Park Plaza          |                                                          | 7.64 | %       |  | 4,950   | (22)      |      | 378    | (2) | 01/01/06 |     
|Willow Knolls Court          |                                                          | 7.64 | %       |  | 6,489   | (22)      |      | 496    | (2) | 01/01/06 |     
|Woodland Hills Mall          |                                                          | 7.00 | %       |  | 86,338  |           |      | 7,185  |     | 01/01/09 | (36)
|Yards Plaza, The             |                                                          | 7.64 | %       |  | 8,270   | (22)      |      | 632    | (2) | 01/01/06 |     
|                             |                                                          |      |         |  |         |           |      |        |     |         
|                             | Total Joint Venture Secured Indebtedness at Face Amounts |      |         |  | $       | 5,298,062 |      |        |     |          |     
|                             | Net Premium on Indebtedness                              |      |         |  | $       | 8,403     |      |        |     |          |     
|                             |                                                          |      |         |  |         |           |      |        |     |         
|                             | Total Joint Venture Indebtedness                         |      |         |  | $       | 5,306,465 | (32) |        |     |          |     
|                             |                                                          |      |         |  |         |           |      |        |     |         

(Footnotes on following page)

32

---

(Footnotes for preceding pages)

---

33

---



Item 3.    Legal Proceedings

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

On
December 5, 2002, Simon Property commenced litigation in the United States District Court for the Eastern District of Michigan (the "Court") against Taubman Centers, its Board
of Directors and certain members of the Taubman family. In that action, Simon Property broadly alleges that the Board of Directors has breached, and continues to breach, its fiduciary duties by
failing to consider the offer on the merits, and that the Taubman family should be prevented from voting its Series B Preferred Stock which Simon Property contends was wrongfully obtained by
the Taubman family without a shareholder vote and in violation of Michigan law. Simon Property filed a first amended complaint and a second amended complaint on December 30, 2002 and
February 5, 2003, respectively. The initial complaint and each amended complaint has been filed with the Commission as an exhibit to the Tender Offer Statement on Schedule TO. On
January 22, 2003, the Court issued an opinion and order denying in part, and granting in part, Taubman Centers' and the other defendants' motion to dismiss Count I of Simon Property's
complaint, as amended. The Court held that while the issuance in 1998 of the Series B Preferred Stock by Taubman Centers to the Taubman family did not violate Michigan law, the Taubman family's
purported blocking position in Taubman Centers may be challenged by Simon Property. Simon Property filed a motion for preliminary injunction and the Court held a hearing on that motion on
March 21, 2003. At that hearing, Simon Property argued that, among other things, the Taubman family's "group" voting power was obtained in violation of Michigan law, that the Taubman family's
Series B Preferred Stock was improperly acquired in breach of fiduciary duties owed to Taubman Centers' public shareholders and that the Taubman Centers' Board of Directors has breached, and is
continuing to breach, its fiduciary duties to the Taubman Centers' public shareholders.

We
are also subject to routine litigation, claims and administrative proceedings arising in the ordinary course of business, none of which are expected to have a material adverse effect
on our financial position or results of operations.

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

None.

34

---



Part II

Item 5.    Market for the Registrant and Related Unitholder 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
Distribution20021st Quarter

$
0.5252nd Quarter

$
0.553rd Quarter

$
0.554th Quarter

$
0.5520011st Quarter

$
0.5052nd Quarter

$
0.5253rd Quarter

$
0.5254th Quarter

$
0.525




The number of holders of units was 264 as of February 18, 2003.



We make distributions to Simon Property in order to maintain Simon Property's REIT status under the Internal Revenue Code. To maintain its status as a REIT, Simon
Property is required each year to distribute to its shareholders at least 90% of its taxable income after certain adjustments. Future distributions will be determined by the Board of Directors based
on actual results of operations, cash available for distribution, and what may be required to maintain Simon Property's status as a REIT.



We did not issue any equity securities that were not required to be registered under the Securities Act of 1933, as amended, during the fourth quarter of 2002.

35

---



Item 6.    Selected Financial Data

The following tables set forth selected financial data for the Operating Partnership. The 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 31,2002(1)

2001

2000(1)

1999(1)

1998(1)(in thousands, except per unit data)OPERATING DATA:Total revenue

$
2,171,760

$
2,033,310

$
2,000,711

$
1,880,235

$
1,400,189Income before extraordinary items and
cumulative effect of accounting change


543,809


281,033


353,358


297,843


233,256Net income available for unitholders

$
482,575

$
202,051

$
262,988

$
221,815

$
198,931BASIC EARNINGS PER UNIT:Income before extraordinary items and
cumulative effect of accounting change

$
1.93

$
0.87

$
1.16

$
0.98

$
1.01Extraordinary items


.06








(0.03
)

0.04Cumulative effect of accounting change





(0.01
)

(0.05
)




Net income

$
1.99

$
0.86

$
1.11

$
0.95

$
1.05Weighted average units outstanding


242,041


235,750


236,536


232,569


189,082DILUTED EARNINGS PER UNIT:Income before extraordinary items and
cumulative effect of accounting change

$
1.93

$
0.87

$
1.16

$
0.98

$
1.01Extraordinary items


.06








(0.03
)

0.04Cumulative effect of accounting change





(0.01
)

(0.05
)




Net income

$
1.99

$
0.86

$
1.11

$
0.95

$
1.05Diluted weighted average units outstanding


243,631


236,109


236,635


232,706


189,440Distributions per unit (2)

$
2.175

$
2.08

$
2.02

$
2.02

$
2.02BALANCE SHEET DATA:Cash and cash equivalents

$
390,644

$
252,172

$
209,755

$
153,743

$
124,466Total assets


14,741,116


13,644,246


13,758,826


14,046,727


13,112,916Mortgages and other indebtedness


9,546,081


8,841,378


8,728,582


8,768,841


7,972,381Partners' equity

$
4,328,196

$
4,023,426

$
4,302,401

$
4,553,237

$
4,587,801OTHER DATA:Cash flow provided by (used in): (4)Operating activities

$
880,279

$
852,212

$
740,780

$
652,904

$
553,181Investing activities


(784,495
)

(342,085
)

(144,167
)

(643,437
)

(2,128,374
)Financing activities


42,688


(467,710
)

(540,601
)

19,810


1,589,960Ratio of Earnings to Fixed Charges (3)


1.81x


1.47x


1.53x


1.50x


1.56x


---

Notes

36

---

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 REIT status, the availability of financing, and changes in market rates of interest. We undertake no duty or obligation to update or revise these forward-looking statements, whether as
a result of new information, future developments, or otherwise.

Overview

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

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls and community shopping centers. As of December 31, 2002, we owned or held an interest in 245 income-producing properties in the United States, which consisted of 172 regional
malls, 68 community shopping centers, and five office and mixed-use properties in 36 states (collectively, the "Properties", and individually, a "Property"). Mixed-use
properties are properties that include a combination of retail space, office space, and/or hotel components. We also own interests in four parcels of land held for future development (together with
the Properties, the "Portfolio"). In addition, we have ownership interests in other real estate assets and ownership interests in eight retail real estate properties operating in Europe and Canada.
Leases from retail tenants generate the majority of our revenues including:



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



Our
affiliate, 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 reinsure the self-insured retention portion of our general liability and workers' compensation programs. Third party providers provide
coverage above the insurance subsidiaries' limits. As of December 31, 2002, 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. Our ownership 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. As of December 31, 2002, we accounted for our investment in the Management Company using
the equity method of accounting. As explained below, effective January 1, 2003, we acquired the remaining equity interests in the Management Company.

Structural Simplification

As noted above, 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 $425,000, which was equal to the appraised value of the interests as determined by an independent third party. The acquisition was unanimously approved by the Simon Property
independent directors. As a result, the Management Company is now a wholly owned consolidated taxable REIT subsidiary ("TRS").

37

---

Operational Overview

Our core regional mall business continued to perform well in 2002 and grew as a result of strong operating fundamentals, the lower interest rate environment, and
the Rodamco acquisition. We increased our regional mall occupancy 80 basis points to 92.7% as of December 31, 2002 from 91.9% as of December 31, 2001. Our regional mall average base
rents increased 4.7% to $30.66 per square foot ("psf") from $29.28 psf. In addition, we maintained strong regional mall leasing spreads of $7.71 psf in 2002 that increased from $5.78 psf in 2001. The
regional mall leasing spread for 2002 includes new store leases signed at an average of $40.31 psf initial base rents as compared to $32.60 psf for store leases terminating or expiring in the same
period. Regional mall comparable sales psf increased 2.0% to $391 psf in 2002 from $383 psf in 2001 despite the weak overall economy.

We
grew our business by expanding our Portfolio with the Rodamco acquisition of nine new Properties and the purchase of the remaining ownership interest in Copley Place. We acquired our
initial ownership interest in Copley Place as part of the Rodamco acquisition. These acquisitions added $99.4 million to our 2002 consolidated total revenues, $37.1 million to our 2002
consolidated operating income, and $8.9 million to our 2002 income from unconsolidated entities.

The
positive impact of our acquisitions was partially offset by the impact of the sale of our joint venture interests in Orlando Premium Outlets and the five Mills Properties. These
sales generated net proceeds of $219.0 million and total gains of $169.6 million, which include proceeds and gains realized by the Management Company. We also disposed of seven of our
nine assets held for sale as of December 31, 2001 and two other non-core Properties that were no longer consistent with our ownership strategy.

Simon
Property contributed $321.4 million, resulting from its public stock offering on July 1, 2002, to us in exchange for 9,000,000 units. Simon Property issued the stock
partially to meet the needs of index funds after its addition to the S&P 500 Index, as well as to permanently finance a portion of the Rodamco acquisition.

Finally,
we took advantage of favorable long-term interest rates to issue $500.0 million of unsecured notes at a weighted average interest rate of 6.06% with terms of
6 and 10 years. We used a portion of these proceeds in August 2002 to permanently finance the remaining portion of the Rodamco acquisition. In addition, we issued $394.0 million
of mortgage debt collateralized by ten Properties at 6.20% with a term of ten years to pay-off existing mortgage loans. Combined with our other financing activities, our overall weighted
average interest rate as of December 31, 2002 decreased 27 basis points from December 31, 2001.

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

The
Portfolio data as discussed in the operational overview above includes some of the key operating statistics for our regional malls that we believe are necessary to understand our
business. These statistics include the impact of the Rodamco acquisition. The Portfolio data includes occupancy, average base rents psf, leasing spreads, and comparable sales psf. Operating statistics
give effect to newly acquired Properties beginning in the year of acquisition and do not include those Properties located outside of the United States.

Significant Accounting Policies

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



38

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Results of Operations

The following acquisitions, dispositions, and openings affected our consolidated results of operations for the periods ended December 31, 2002 versus
December 31, 2001:



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



For
the purposes of the following comparison between the years ended December 31, 2002 and December 31, 2001, the above transactions are referred to as the "Property
Transactions". Consolidated Property transactions are referred to in our discussion of the components of operating income. Unconsolidated entity Property Transactions are referred to in the income
from unconsolidated entities discussion. In the following discussion of our results of operations, "comparable" refers to Properties open and operating throughout both 2002 and 2001.



Total minimum rents, excluding rents from Simon Brand and Simon Business initiatives, increased $63.9 million. The net effect of the Property Transactions
increased these rents $49.0 million. Comparable rents increased $14.9 million during the period including a $21.0 million increase in base rents due to increased occupancy,
leasing space at higher rents, and renting unoccupied in-line
space and kiosks to temporary tenants. The change in comparable rents also is net of a decrease in straight-line rent income of $6.2 million. Total other income, excluding Simon
Brand and Simon Business initiatives, increased $13.1 million. This increase includes the net $1.9 million increase in other income from the Property Transactions and a
$21.9 million increase in outlot land parcel sales at comparable Properties. In addition, the increase includes the impact of our hedges of the Rodamco acquisition, which positively impacted
operating income by $7.1 million during the period ($7.8 million is included in other income and $0.7 million of expense is included in other expenses). These increases were
offset by $5.7 million in fee income recorded in 2001 associated with services provided to the Management Company in connection with the right to designate persons or entities to whom the
Montgomery Ward LLC real estate assets were to be sold (the "Kimsward transaction"). Also offsetting these increases was a $4.1 million decrease in lease settlements and a $3.6 million
decrease in interest income due to the lower interest rate environment.

Consolidated
revenues from Simon Brand and Simon Business initiatives increased $9.8 million to $83.9 million from $74.1 million. This increase includes the net
$4.1 million increase from the Property Transactions primarily from parking services acquired. The increase also includes the $8.6 million of revenue, net, resulting from the settlement
with Enron Corporation which was partially offset by a $5.6 million contract cash termination payment recognized in 2001. The contract cash termination payment was received to terminate a
provision within the overall Enron contract that eliminated our right to invest in and participate in savings from the contractor's installation of energy efficient capital equipment. The increase in
our recovery revenues of $52.2 million resulted from the Property Transactions and increased recoverable expenditures including increased insurance costs and utility expenditures. The increased
insurance costs are due to increased premiums for terrorism and general liability insurance. Utility expenses increased primarily due to the loss of our energy contract with Enron. Future increases,
if any, in these expenses are expected to be recoverable from tenants. These expense increases were partially offset by decreased repairs and maintenance and advertising and promotional expenditures.

Depreciation
and amortization expense increased $26.4 million primarily from the increase in depreciation expense from the Property Transactions. In 2001, we recorded an
impairment charge of $47.0 million to adjust the nine assets held for sale to their estimated fair value. Other expenses were relatively flat year over year. These expenses include
$4.0 million of expense in 2002 related to litigation settlements and $2.7 million from the write-off of our last remaining technology investment. In 2001, we wrote down an
investment by $3.0 million and we wrote off $2.7 million of miscellaneous technology investments.

Interest
expense during 2002 decreased $4.6 million compared to 2001. This decrease resulted from lower variable interest rate levels offset by $29.0 million of interest
expense on borrowings used to fund the Rodamco acquisition and the purchase of the

39

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remaining ownership interest in Copley Place and the assumption of consolidated property level debt resulting from these acquisitions.

Income
from unconsolidated entities increased $8.7 million in 2002, resulting from a $9.9 million increase in income from unconsolidated partnerships and joint ventures,
and a $1.2 million decrease in income from the Management Company before losses from MerchantWired LLC. The increase in joint venture income resulted from the Rodamco acquisition, lower
variable interest rate levels, and our acquisition of Fashion Valley Mall in October 2001. These increases in income from joint ventures were offset by the loss of income due to the sale of our
interests in the Mills Properties and Orlando Premium Outlets.

The
decrease in income from the Management Company before losses from MerchantWired LLC includes our $8.4 million share of the gain, net of tax, associated with the sale of land
partnership interests to the Mills Corporation in 2002. This was offset by our $12.0 million share of income, before tax, recorded in 2001 from the Kimsward transaction, net of fees charged by
us. In addition, in 2001, we recorded our net $13.9 million share from the write-off of technology investments, primarily clixnmortar. The Management Company also had increased
income tax expense, increased dividend expenses due to the issuance of two new series of preferred stock to us, and decreased income from land sale gains totaling $11.1 million. Finally, the
Management Company's core fee businesses were flat in 2002 versus 2001.

Losses
from MerchantWired LLC increased $14.6 million, net. This includes our share of a $4.2 million net impairment charge in 2002 on certain technology assets and the
$22.5 million net write-off of our investment in MerchantWired LLC recorded in 2002. The total technology write-off related to MerchantWired LLC was $38.8 million
before tax. Offsetting these charges are reduced operating losses from MerchantWired LLC due to its ceasing operations in 2002.

We
sold several Properties and partnership interests in 2002. We sold our interest in Orlando Premium Outlets during 2002 to our partner in the joint venture. We sold our interests in
five Mills Properties 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 ("Teachers") to fund a portion of 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 and two other non-core Properties. Finally, we made the decision to no longer pursue certain development projects and we wrote-off the carrying amount
of our predevelopment costs and land acquisition costs associated with these projects. The following table summarizes our net gain on sales of assets and other for 2002 (in millions):

|Asset                   |  | 2002
Type (Number of Properties)                |  | Net Proceeds |       | Gain/(Loss) |  
|----------------------- |  | ----------------------------------------------- |  | ------------ | ----- | ----------- | -
|Orlando Premium Outlets |  | Specialty retail center(1)                      |  | $            | 46.7  |             | $
|Mills Properties(a)     |  | Value-oriented super-regional mall(5)           |  |              | 148.2 |             |  
|Assets held for sale    |  | Community center(3) and regional mall(2)        |  |              | 28.1  |             |  
|Teachers Transaction    |  | Regional mall(3)                                |  |              | 198.0 |             |  
|Other Transactions      |  | Community center(1), regional mall(1), other(b) |  |              | 9.2   |             |  
|Other                   |  | Pre-development costs                           |  |              | n/a   |             |  
|                        |  |                                                 |  |              |       |             |  
|                        |  |                                                 |  | $            | 430.2 |             | $
|                        |  |                                                 |  |              |       |             |  

---



In
2001, we recognized a net gain of $2.6 million on the sale of one regional mall, one community center, and one office building from net proceeds of
approximately $19.6 million.

During
2002, we recognized $16.1 million in gains on the forgiveness of debt related to the disposition of two regional malls. Net cash proceeds from these disposals were
$3.6 million. In addition, we incurred $1.8 million of expense included in extraordinary items during 2002 from the early extinguishment of debt that consisted of prepayment penalties
and the write-off of unamortized mortgage costs. In 2001, we recorded a $1.7 million expense as a cumulative effect of an accounting change, which includes our $1.5 million
share from unconsolidated entities, due to the adoption of SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended.



The following acquisitions, dispositions, and openings affected our consolidated results of operations in the comparative periods December 31, 2001 vs.
December 31, 2000:



40

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



For
the purposes of the following comparison between the years ended December 31, 2001 and December 31, 2000, the above transactions are referred to as the "Property
Transactions".

Total
minimum rents, excluding rents from our Simon Brand and Simon Business initiatives, increased $38.0 million. The increase in minimum rent primarily results from steady
occupancy levels and the replacement of expiring tenant leases with renewal leases at higher minimum base rents. Revenues from temporary tenant rentals increased $5.6 million reflecting our
continual effort to maximize the profitability of our mall space. Miscellaneous income increased $7.9 million. This increase includes $5.7 million in fees associated with the Kimsward
transaction charged to the Management Company, a $5.6 million contract termination payment, offset by a decrease in various miscellaneous income items in 2000. The contract cash termination
payment was received to terminate a provision within the overall Enron contract that eliminated our right to invest in and participate in savings from the contractor's installation of energy efficient
capital equipment. The change in operating income includes the net positive impact of the Property Transactions of $3.7 million.

Increases
in operating income were offset by an impairment charge of $47.0 million we recorded in 2001 to adjust assets to their estimated fair value. In 2000, we recorded a
$10.6 million impairment charge on two Properties as the contract prices for the sales of these Properties as of December 31, 2000 were less than our carrying amounts. We closed the sale
of these properties in 2001. We recognized a non-recurring $3.0 million write-down of an investment in 2001 and we wrote-off $2.7 million of
miscellaneous technology investments in 2001 both included in other expenses. Depreciation and amortization increased $36.3 million primarily due to an increase in depreciable real estate
resulting from renovation and expansion activities, as well as increased tenant cost amortization. Tenant reimbursement revenues, net of reimbursable expenses decreased $18.0 million. This
decrease is primarily the result of true-up billings and decreases in recovery ratios. Overage rents decreased $7.8 million resulting from flat sales levels. The sale of outlot land
parcels declined in 2001 resulting in a $12.9 million decrease in revenues. Interest income decreased $5.5 million during 2001 due to the lower interest rate environment. Revenues from
our Simon Brand and Simon Business initiatives decreased $3.3 million.

Interest
expense during 2001 decreased $29.8 million, or 4.7%, compared to the same period in 2000. This decrease is primarily due to lower interest rates during 2001 and reduced
balances in the corporate credit facilities offset by the issuance of $500.0 million of unsecured notes on January 11, 2001 and $750.0 million in unsecured notes on
October 26, 2001.

Income
from unconsolidated entities decreased $19.7 million in 2001, resulting from a $9.8 million increase in income from unconsolidated partnerships and joint ventures,
and a $29.5 million decrease in income from the Management Company. The increase in joint venture income related to: lower interest rates; a reduction in real estate taxes due to a real estate
tax settlement at one Property; the acquisition of Fashion Valley Mall in 2001; and the full year impact of two Properties that opened in 2000. Included in the Management Company decrease is our net
$13.9 million share of the write-off of technology investments, primarily clixnmortar. In addition, the Management Company realized a $3.7 million decrease in various fee
revenues, a $3.2 million decrease in land sales, and a $4.3 million increase in overhead expenses. These amounts were partially offset by $12.0 million of income from the Kimsward
transaction, net of the $5.7 million fee charged to the Management Company by us. In addition, our share of the increased losses associated with MerchantWired LLC was $14.0 million.

During
2001, we recorded a $1.7 million expense as a cumulative effect of an accounting change, which includes our $1.5 million share from unconsolidated entities, due to
the adoption of SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended. During 2000 we recorded a $12.3 million expense as a cumulative effect of an
accounting change, which includes our $1.8 million share from unconsolidated entities, due to the adoption of Staff Accounting Bulletin No. 101 ("SAB 101"). SAB 101 addressed certain
revenue recognition policies, including the accounting for overage rent by a landlord.

The
$2.6 million net gain on the sales of assets in 2001 resulted from the sale of our interests in one regional mall, one community center, and one office building for an
aggregate sales price of approximately $20.3 million. In 2000, we recognized a net gain of $19.7 million on the sale of two regional malls, four community centers, and one office
building for an aggregate sales price of approximately $142.6 million.

Lease Expirations

Our ability to maintain and increase consolidated revenues, operating cash flows and distributions from joint ventures is dependent upon our ability to
re-lease space as leases expire with positive leasing spreads that result in increased average base rents.

41

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The following table lists the details of our lease expirations for our Properties over the next three years and thereafter. We expect to maintain positive leasing spreads in 2003.

Regional Malls

Number of
Leases

GLA

Average
Base Rents

Number
of Leases

Anchor GLA

Average
Base Rents2003

1,852

4,157,262

$
31.50

11

1,351,995

$
2.742004

1,992

4,931,645


30.91

25

2,479,462


3.432005

1,902

5,411,163


30.92

24

2,958,181


2.252006 and Thereafter

11,555

37,656,042


31.38

183

20,936,301


4.47Total

17,301

52,156,112

$
31.30

243

27,725,939

$
4.05Community Centers2003

116

389,064

$
12.54

7

149,082

$
9.432004

174

529,021


13.74

8

280,709

$
6.002005

216

673,015


14.73

11

343,053

$
8.662006 and Thereafter

426

2,210,598


12.89

134

5,436,325

$
8.24932

3,801,698

$
13.30

160

6,209,169

$
8.19


Liquidity and Capital Resources

Our balance of cash and cash equivalents increased $138.5 million during 2002 to $390.6 million as of December 31, 2002, including a balance
of $171.2 million related to our gift certificate program, which we do not consider available for general working capital purposes. Our liquidity is derived primarily from our leases that
generate positive net cash flow from operations and distributions from unconsolidated entities.

Another
source of liquidity is our $1.25 billion unsecured revolving credit facility (the "Credit Facility") which provides flexibility as our cash needs vary from time to time.
On April 16, 2002, we refinanced the Credit Facility. On December 31, 2002, the Credit Facility had available borrowing capacity of $918.3 million, net of outstanding letters of
credit of $23.7 million. The Credit Facility bears interest at LIBOR plus 65 basis points with an additional 15 basis point facility fee on the entire $1.25 billion facility and provides
for variable grid pricing based upon our corporate credit rating. The Credit Facility has an initial maturity of April 2005, with an additional one-year extension available at our
option. Finally, we, and/or Simon Property, also have access to public equity and long-term unsecured debt markets. Our current corporate ratings are Baa2 by Moody's Investors Service and
BBB+ by Standard & Poor's. Moody's Investors Service lowered our senior unsecured debt rating from Baa1 to Baa2 in November of 2002 as a result of our announcement of the bid to acquire Taubman
Centers, Inc. and Moody's own cautious outlook on the macro-economic environment. Moody's stated that "the Baa2 senior unsecured debt rating continues to reflect Simon's leading position as an
owner and operator of the largest and most diverse portfolio of retail malls in the USA, as well as its strong tenant relationships and excellent franchise value." We believe this downgrade has not
negatively impacted our access to capital or our aggregate borrowing costs.

Our
net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $1.1 billion, of which $78.8 million was obtained from excess
proceeds distributed from unconsolidated entities as a result of debt refinancings. We used this cash flow to:



We
met our maturing debt obligations in 2002 primarily through refinancings and borrowings on our Credit Facility. We also received $15.7 million in proceeds from Simon Property
from the exercise of stock options. We received $87.7 million primarily from the sale of our partnership interest in Orlando Premium Outlets, and from the disposition of our seven assets held
for sale and two other non-core Properties.

The
cash portion of the Rodamco acquisition and the acquisition of the remaining interest in Copley Place totaled $1.1 billion, including acquisition costs and normal closing
prorations. We initially funded the Rodamco acquisition with borrowings from a $600.0 million acquisition facility, $200.0 million from our Credit Facility, and net proceeds of
$198.0 million from the sale of partnership interests to Teachers. The acquisition of Copley Place was funded by borrowings on our Credit Facility. The acquisition facility was paid down with
net proceeds of $148.2 million from the sale of our Mills Properties. On July 1, 2002, we issued 9,000,000 units to Simon Property in connection with its public stock offering and used
the net proceeds of $321.4 million to reduce the outstanding balance of the $600.0 million acquisition credit facility. Finally, the remaining proceeds necessary to permanently finance

42

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these acquisitions came from a portion of the proceeds from the issuance of $500.0 million of senior unsecured notes on August 21, 2002.

In
general, we anticipate that cash generated from operations will be sufficient in 2003 as well as on a long-term basis, to meet operating expenses, monthly debt service,
recurring capital expenditures, and distributions to unitholders in accordance with Simon Property's REIT requirements. In addition, sources of capital for nonrecurring capital expenditures, such as
acquisitions,
major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, are expected to be obtained from:





Unsecured Financing.We demonstrated our ability to regularly access the unsecured debt market in 2002.
On August 21,
2002, we took advantage of favorable long-term interest rates by issuing 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 6.06%. The first tranche is $150.0 million at a fixed interest rate of 5.38% due August 28, 2008 and the second tranche
is $350.0 million at a fixed interest rate of 6.35% due August 28, 2012. We used the net proceeds of $495.4 million to pay off the remaining balance on our $600.0 million
acquisition credit facility and to reduce borrowings on our Credit Facility.

On
March 13, 2003, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average
fixed interest rate of 5.11%. The first tranche is $300.0 million at a fixed interest rate of 4.875% due March 13, 2010 and the second tranche is $200.0 million at a fixed
interest rate of 5.45% due March 13, 2013. We used the net proceeds of $498.7 million to reduce borrowings on our Credit Facility. We have agreed to use our reasonable best efforts to
file and have declared effective a registration statement under the Securities Act of 1933 relating to an offer to exchange the notes of each series for registered notes with substantially identical
economic terms. If we do not complete the exchange offer within 180 days after the issuance of the notes, the interest rates on the notes will be increased by 0.50% per year.

Secured Financing.We own long term assets and believe that they should be primarily financed with long
term, fixed rate debt.
During 2002, we refinanced approximately $453.6 million of mortgage indebtedness on 17 Properties. Our share of the refinanced debt is approximately $449.8 million. The weighted average
maturity of the new indebtedness is 9.1 years and the weighted average interest rate decreased from approximately 6.02% to 5.73%.

Credit Facility.During 2002, the maximum amount outstanding under the Credit Facility was
$743.0 million and the
weighted average amount outstanding was $411.3 million. The weighted average interest rate was 2.47% for 2002.

Summary of Financing.Our overall financing activity in 2002 resulted in a decrease in our weighted
average interest rates.
Our consolidated debt adjusted to reflect outstanding derivative instruments consisted of the following:

Debt Subject to

Adjusted Balance
as of December 31,
2002

Effective
Weighted
Average
Interest Rate

Adjusted Balance
as of December 31,
2001

Effective
Weighted
Average
Interest RateFixed Rate

$
7,941,122

6.81
%
$
7,249,144

7.19
%Variable Rate


1,604,959

3.58
%

1,592,234

3.59
%$
9,546,081

6.27
%
$
8,841,378

6.54
%


As
of December 31, 2002, we had interest rate cap protection agreements on $296.9 million of consolidated variable rate debt. We had interest rate
protection agreements effectively converting variable rate debt to fixed rate debt on $162.3 million of consolidated variable rate debt. In addition, we hold $400.0 million of notional
amount fixed rate swap agreements that have a weighted average pay rate of 1.55% and a weighted average receive rate of 1.43% at December 31, 2002 which mature in June and December 2003.
We also hold $675.0 million of notional amount variable rate swap agreements that have a weighted average pay rate of 1.43% and a weighted average receive rate of 3.33% at December 31,
2002 which mature in June 2003 and February 2004. As of December 31, 2002, the net effect of these agreements effectively converted $112.7 million of fixed rate debt to
variable rate debt. As of December 31, 2001, the net effect of these agreements effectively converted $136.8 million of fixed rate debt to variable rate debt.

43

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The
following table summarizes the material aspects of our future obligations:

2003

20042005

20062008

After 2008

TotalLong Term DebtConsolidated (1)

$
939,882

$
2,512,394

$
3,103,311

$
2,964,721

$
9,520,308Pro rata share of:Consolidated (2)

$
939,452

$
2,437,097

$
3,056,674

$
2,937,420

$
9,370,643Joint Ventures (2)


162,401


582,685


814,457


715,845


2,275,388Total Pro Rata Share of Long Term Debt


1,101,853


3,019,782


3,871,131


3,653,265


11,646,031Ground Lease commitments


8,023


15,156


23,133


498,329


544,641Total

$
1,109,876

$
3,034,938

$
3,894,264

$
4,151,594

$
12,190,672


---

We
expect to meet our 2003 maturities through refinancings, the issuance of new debt securities or borrowings on the Credit Facility. We currently expect to meet all
future long term obligations, however, specific financing decisions will be made based upon market rates, property values, and our desired capital structure at the maturity date of each transaction.
Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property, and is non-recourse to us. As of December 31, 2002, we have guaranteed
or have provided letters of credit to support $60.1 million of our total $2.3 billion share of joint venture mortgage and other indebtedness. In January 2003, we were released
from obligation under one of the guarantees for $15.7 million.



Acquisitions.Acquisition activity is a component of our growth strategy. We may selectively acquire
individual properties or
portfolios of properties, focusing on quality retail real estate. We review and evaluate a limited number of acquisition opportunities as part of this strategy. Subsequent to December 31, 2002,
our limited partner in The Forum Shops at Caesars in Las Vegas, NV initiated the buy/sell provision of the partnership agreement. We have elected to purchase this interest for $174.0 million
and to assume our partner's share of $175.0 million in debt. We closed the transaction and purchased this interest on March 14, 2003 with borrowings on our Credit Facility. We expect
this transaction to provide increased net income and cash flow in 2003 and future periods.

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. Partners in our joint ventures may initiate these provisions at any time and if we determine it is in our unitholders' 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 the sale to reduce outstanding indebtedness.

On
December 5, 2002, Simon Property Acquisitions, Inc., a wholly-owned subsidiary of Simon Property, commenced a tender offer to acquire all of the outstanding shares of
Taubman Centers, Inc. at a price of $18.00 per share in cash. On January 15, 2003, Westfield America, Inc., the U.S. subsidiary of Westfield America Trust, joined Simon Property's
tender offer and they jointly increased the tender offer to $20.00 per share net to the seller in cash. As of February 14, 2003, a total of 44,135,107 of the 52,207,756 common shares
outstanding of Taubman Centers, Inc., were tendered into our offer. The expiration date of the tender offer has been extended to March 28, 2003. Under the terms of our partnership
agreement, we pay the operating expenses of Simon Property. As a result, we have deferred approximately $4.0 million, net, in acquisition costs related to this acquisition. If Simon Property is
unsuccessful in its efforts, then these costs will be expensed.

Dispositions.As part of our strategic plan to own quality retail real estate, we continue to pursue the
sale, under the right
circumstances, of Properties that no longer meet our strategic criteria. In January 2003, we sold four Properties with a carrying amount of $27.4 million for a gain. If we sell the
Properties that are held for use, the sale prices of these Properties may differ from their carrying value. We do not believe the sale of these assets 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 pursue new development as well as strategic expansion and renovation activity when we believe the investment of our capital meets our risk-reward
criteria.

44

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New Developments.Development activities are an ongoing part of our business and we seek to selectively
develop new properties
in major metropolitan areas that exhibit strong population and economic growth. The following describes our current new development projects and the estimated total cost, our share of the estimated
total cost and the construction in progress balance at December 31, 2002 (dollars in millions):

|Property                  |  | Location      |  | Gross Leasable
Area |  | Estimated Total
Cost |      | Our Share of
Estimated Total
Cost |   | Our Share of
Estimated Total
Progress |  | Estimated
Opening Date
|------------------------- |  | ------------- |  | ------------------- |  | -------------------- | ---- | --------------------------------- | - | ------------------------------------- |  | ----------------------
|Chicago Premium Outlets   |  | Chicago, IL   |  | 438,000             |  | $                    | 79.0 |                                   | $ | 40.0                                  |  | $                     
|Las Vegas Premium Outlets |  | Las Vegas, NV |  | 435,000             |  |                      | 88.0 |                                   |   | 44.0                                  |  |                       
|Rockaway Town Court       |  | Rockaway, NJ  |  | 89,000              |  |                      | 17.0 |                                   |   | 17.0                                  |  |                       
|Lakeline Village          |  | Austin, TX    |  | 42,000              |  |                      | 5.0  |                                   |   | 5.0                                   |  |                       

We expect to fund these non-recurring capital projects with either available cash flow from operations or borrowings on our Credit
Facility. We invested approximately $35.3 million in these four development projects during 2002. In total, our share of new developments in 2002 was approximately $41.5 million. We
expect 2003 new development costs to be approximately $64.5 million.

Strategic Expansions and Renovations.We also seek to increase the profitability and market share of the
Properties through
strategic renovations and expansions. We invested approximately $152.3 million on redevelopment projects during 2002. We have renovation and/or expansion projects currently under construction,
or in preconstruction development and expect to invest approximately $144.3 million on redevelopment projects in 2003.



The following table summarizes total capital expenditures on consolidated Properties on an accrual basis (dollars in millions):

2002

2001

2000New Developments

$
7

$
75

$
58Renovations and Expansions


115


89


193Tenant Allowances


61


53


65Operational Capital Expenditures


61


41


49Total

$
244

$
258

$
365


International.We have a 33.0% ownership interest in European Retail Enterprises, B.V.
("ERE"), that is accounted for using the equity method of accounting. ERE also operates through a wholly-owned subsidiary Groupe BEG, S.A. ("BEG"). ERE and BEG are fully integrated European retail
real estate developers, lessors and managers. Our total current investment in ERE and BEG, including subordinated debt, is approximately $75.2 million. The agreements with BEG and ERE are
structured to allow us to acquire an additional 28.3% ownership interest over time. The future commitments to purchase shares from three of the existing shareholders of ERE are based upon a multiple
of adjusted results of operations in the year prior to the purchase of the shares. Therefore, the actual amount of these additional commitments may vary. The current estimated additional commitment is
approximately $50 million to purchase shares of stock of ERE, assuming that the three existing shareholders exercise their rights under put options. We expect these purchases to be made from
2004-2008. As of December 31, 2002, ERE and BEG had five properties open in Poland and two in France. One additional property opened in France in February 2003.



On May 8, 2002, the Simon Property Board of Directors approved an increase in the annual distribution rate to $2.20 per unit and we declared a cash
distribution of $0.55 per unit in the fourth quarter of 2002. On February 5, 2003, our Board of Directors approved another increase in the annual distribution rate to $2.40 per unit.
Distributions during 2002 aggregated $2.175 per unit and distributions during 2001 aggregated $2.08 per unit. We make distributions in order for Simon Property to maintain its REIT status. Our
distributions typically exceed our net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Future distributions will be

45

---

determined by the Board of Directors based on actual results of operations, cash available for distribution, and what may be required to maintain Simon Property's status as a REIT.

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 certain foreign operations. We have also entered into a foreign currency forward contract as part of our risk management strategy to manage foreign currency exchange risk. 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
combined 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, 2002, a 0.50% increase in the market rates of interest would decrease future earnings and cash flows by approximately
$8.0 million, and would decrease the fair value of debt by approximately $195.2 million. A 0.50% decrease in the market rates of interest would increase future earnings and cash flows by
approximately $8.0 million, and would increase the fair value of debt by approximately $202.6 million.

Retail Climate and Tenant Bankruptcies

Bankruptcy filings by retailers are normal in the course of our operations. We are continually releasing vacant spaces lost due to tenant terminations. Pressures
which affect consumer confidence, job growth, energy costs and income gains can affect retail sales growth and a continuing soft economic cycle may impact our ability to retenant property vacancies
resulting from store closings or bankruptcies. This year was generally slow for retailers as their sales were essentially flat as compared to 2001. However, contrary to 2001 when we lost
1.2 million square feet of mall shop tenants to bankruptcies, we lost only 400,000 of square feet of mall shop tenants in 2002. We expect 2003 to be slightly higher than 2002 in terms of square
feet lost to bankruptcies, however, we cannot assure you that this will occur.

The
geographical diversity of our Portfolio mitigates some of the risk of an economic downturn. In addition, the diversity of our tenant mix also is important because no single retailer
represents either more than 2.4% of total GLA or more than 5.3% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities for us to release
spaces at higher rents to tenants with enhanced sales performance. We have demonstrated an ability to successfully retenant anchor and in line store locations during soft economic cycles. While these
factors reflect some of the inherent strengths of our portfolio in a difficult retail environment, we cannot assure you that we will successfully execute our releasing strategy.

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, we have two separate terrorism insurance programs, one for Mall of America
and a second covering all other Properties. Each program covers both domestic and foreign acts of terrorism and has a separate $300 million policy aggregate limit in total. The policies also
provide for a guaranteed aggregate reinstatement provision in case of a second loss from a covered terrorist act. These programs are in place through the remainder of 2003.

46

---

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 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. Substantially all of the leases, other than those for anchors, require the
tenants to pay a 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.

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.

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

Not Applicable.

47

---



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 shareholders 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 shareholders 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 shareholders 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 shareholders to
be filed with the Commission pursuant to Regulation 14A.

Item 14.    Controls and Procedures

Within 90 days prior to the date of this report, we carried out an evaluation under the supervision and with participation of management, including the
chief executive officer and chief financial officer of our general partner, of the effectiveness of the design and operation of our disclosure controls and procedures 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 were effective as
of the evaluation date. There were no significant changes in the internal controls or other factors that could significantly affect the controls subsequent to the evaluation date.

48

---



Part IV

Item 15.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K

|(a) |  | (1)                 |  | Financial Statements                                                                             |  | Page No.
|--- |  | ------------------- |  | ------------------------------------------------------------------------------------------------ |  | --------
|    |  |                     |  | Reports of Independent Auditors                                                                  |  | 36-37   
|    |  |                     |  | Consolidated Balance Sheets as of December 31, 2002 and 2001                                     |  | 38      
|    |  |                     |  | Consolidated Statements of Operations for the years ended December 31, 2002,
2001 and 2000       |  | 39      
|    |  |                     |  | Consolidated Statements of Cash Flows for the years ended December 31, 2002,
2001 and 2000       |  | 40      
|    |  |                     |  | Consolidated Statements of Partners' Equity for the years ended December 31, 2002, 2001 and 2000 |  | 41      
|    |  |                     |  | Notes to Financial Statements                                                                    |  | 42      
|    |  | (2)                 |  | Financial Statement Schedule                                                                     |  |         
|    |  |                     |  | Report of Independent Auditors                                                                   |  | 73      
|    |  |                     |  | Simon Property Group, L.P. Schedule III  Schedule of Real Estate and Accumulated Depreciation   |  | 74      
|    |  |                     |  | Notes to Schedule III                                                                            |  | 79      
|    |  | (3)                 |  | Exhibits                                                                                         |  |         
|    |  |                     |  | The Exhibit Index attached hereto is hereby incorporated by reference to this Item.              |  | 80      
|(b) |  | Reports on Form 8-K

On December 5, 2002 under Item 5  Other Events and Regulation FD Disclosure, the Operating Partnership announced that it had
entered into the Credit Agreement, dated April 16, 2002, in the aggregate principal amount of $1.25 billion (the"Credit Facility"). A copy of the Credit Facility is attached as an
exhibit.

49

---



REPORT OF INDEPENDENT AUDITORS

To
Simon Property Group, Inc.:

We
have audited the accompanying consolidated balance sheet of Simon Property Group, L.P. and subsidiaries as of December 31, 2002, and the related consolidated statements of
operations and comprehensive income, partners' equity and cash flows for the year ended December 31, 2002. These financial statements are the responsibility of Simon Property Group, L.P.'s
management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements of Simon Property Group, L.P. and subsidiaries as of
December 31, 2001 and for the two years in the period ended December 31, 2001, were audited by other auditors who have ceased operations and whose report dated March 28, 2002,
expressed an unqualified opinion on those statements and included an explanatory paragraph that disclosed the adoption of SFAS No. 133 as discussed in Note 3 to the financial statements.

We
conducted our audit in accordance with auditing standards generally accepted in the 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 audit provides a reasonable basis for our opinion.

In
our opinion, the 2002 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Simon Property Group, L.P.
and subsidiaries as of December 31, 2002, and the consolidated results of their operations and their cash flows for the year ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States.

As
discussed above, the consolidated financial statements of Simon Property Group, L.P. as of December 31, 2001, and for each of the two years in the period then ended were
audited by other auditors who have ceased operations. As described in Note 3, certain reclassification adjustments have been made in the 2001 and 2000 statements of cash flows to conform to the
2002 presentation. These reclassification adjustments have no impact on the net income previously reported. We audited the reclassification adjustments that were applied to the 2001 and 2000
statements of cash flows. Our procedures included (a) obtaining analyses prepared by management of total
distributions received from joint venture properties and total distributions paid to minority investors in consolidated properties, (b) comparing said amounts to the sections of the statements
of cash flows, as previously reported, without exception, and (c) testing that the portion of the distributions received from joint venture properties, which represented a return on investment,
and distributions paid to minority investors in consolidated properties were appropriately reclassified as cash generated by operating activities, consistent with their presentation in the 2002
statement of cash flows. In our opinion, such reclassification adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the
2001 or 2000 financial statements of Simon Property Group, L.P. other than with respect to such reclassification adjustments and, accordingly, we do not express an opinion or any other form of
assurance on the 2001 or 2000 financial statements taken as a whole.

|                                       |  | ERNST & YOUNG LLP
|-------------------------------------- |  | -----------------
|Indianapolis, Indiana
February 6, 2003 |  |                  

50

---

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
Simon Property Group, Inc.:

We
have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (a Delaware limited partnership) and subsidiaries as of December 31, 2001 and 2000, 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, 2001. These financial
statements are the responsibility of the management of Simon Property Group, L.P. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the 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
as of December 31, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity
with accounting principles generally accepted in the United States.

As
explained in Note 13 to the financial statements, effective January 1, 2001, Simon Property Group, L.P. adopted SFAS 133 "Accounting for Derivative Instruments
and Hedging Activities," as amended in June of 2000 by SFAS 138, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133, as amended, establishes accounting and
reporting standards for derivative instruments. As explained in Note 13 to the financial statements, effective January 1, 2000, Simon Property Group, L.P. adopted Staff Accounting
Bulletin No. 101, which addressed certain revenue recognition policies, including the accounting for overage rent by a landlord.

|                                      |  | ARTHUR ANDERSEN LLP
|------------------------------------- |  | -------------------
|Indianapolis, Indiana
March 28, 2002. |  |                    

THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP (ANDERSEN) AUDITOR'S REPORT. THIS REPORT HAS NOT BEEN REISSUED BY ANDERSEN.

51

---

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

|                                        |                                                                                                                                         | December 31,
2002                      |            | December 31,
2001 |           
|--------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ---------- | ----------------- | ----------
|ASSETS:                                 |                                                                                                                                         |                                        |            |                   |           
|                                        | Investment properties, at cost                                                                                                          |                                        | $          | 14,085,810        |           
|                                        |                                                                                                                                         | Less  accumulated depreciation        |            |                   | 2,204,743 
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         |                                        | 11,881,067 |                   |           
|                                        | Cash and cash equivalents                                                                                                               |                                        |            | 390,644           |           
|                                        | Tenant receivables and accrued revenue, net                                                                                             |                                        |            | 308,632           |           
|                                        | Notes and advances receivable from Management Company and affiliates                                                                    |                                        |            | 75,105            |           
|                                        | Investment in unconsolidated entities, at equity                                                                                        |                                        |            | 1,658,204         |           
|                                        | Goodwill, net                                                                                                                           |                                        |            | 37,212            |           
|                                        | Deferred costs, other assets, and minority interest, net                                                                                |                                        |            | 390,252           |           
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         | Total assets                           |            | $                 | 14,741,116
|                                        |                                                                                                                                         |                                        |            |                   |           
|LIABILITIES:                            |                                                                                                                                         |                                        |            |                   |           
|                                        | Mortgages and other indebtedness                                                                                                        |                                        | $          | 9,546,081         |           
|                                        | Accounts payable, accrued expenses, and deferred revenues                                                                               |                                        |            | 623,133           |           
|                                        | Cash distributions and losses in partnerships and joint ventures, at equity                                                             |                                        |            | 13,898            |           
|                                        | Other liabilities, minority interest, and accrued dividends                                                                             |                                        |            | 229,808           |           
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         | Total liabilities                      |            |                   | 10,412,920
|                                        |                                                                                                                                         |                                        |            |                   |           
|COMMITMENTS AND CONTINGENCIES (Note 11) |                                                                                                                                         |                                        |            |                   |           
|PARTNERS' EQUITY:                       |                                                                                                                                         |                                        |            |                   |           
|                                        | Preferred units, 22,031,847 and 22,081,686 units outstanding, respectively.
Liquidation values $1,008,858 and $1,058,697, respectively. |                                        |            | 965,106           |           
|                                        | General Partner, 183,872,596 and 172,135,362 units outstanding, respectively                                                            |                                        |            | 2,574,209         |           
|                                        | Limited Partners, 63,746,013 and 63,930,350 units outstanding, respectively                                                             |                                        |            | 892,442           |           
|                                        | Note receivable from Simon Property (Interest at 7.8%, due 2009)                                                                        |                                        |            | (92,825           | )         
|                                        | Unamortized restricted stock award                                                                                                      |                                        |            | (10,736           | )         
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         | Total partners' equity                 |            |                   | 4,328,196 
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         | Total liabilities and partners' equity |            | $                 | 14,741,116
|                                        |                                                                                                                                         |                                        |            |                   |           

The accompanying notes are an integral part of these statements.

52

---

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

|                                                                                                                             |                                     | For the Year Ended December 31,                                              |                                          
|---------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ---------------------------------------------------------------------------- | -----------------------------------------
|
|REVENUE:                                                                                                                     |                                     |                                                                              |                                          
|                                                                                                                             | Minimum rent                        |                                                                              | $1,324,533                               
|                                                                                                                             | Overage rent                        |                                                                              | 47,679                                   
|                                                                                                                             | Tenant reimbursements               |                                                                              | 652,875                                  
|                                                                                                                             | Other income                        |                                                                              | 146,673                                  
|                                                                                                                             |                                     |                                                                              |                                          
|                                                                                                                             |                                     | Total revenue                                                                |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|EXPENSES:                                                                                                                    |                                     |                                                                              |                                          
|                                                                                                                             | Property operating                  |                                                                              | 361,189                                  
|                                                                                                                             | Depreciation and amortization       |                                                                              | 475,906                                  
|                                                                                                                             | Real estate taxes                   |                                                                              | 214,629                                  
|                                                                                                                             | Repairs and maintenance             |                                                                              | 76,968                                   
|                                                                                                                             | Advertising and promotion           |                                                                              | 60,733                                   
|                                                                                                                             | Provision for credit losses         |                                                                              | 8,727                                    
|                                                                                                                             | Other (Note 11)                     |                                                                              | 36,063                                   
|                                                                                                                             | Impairment on investment properties |                                                                              |                                         
|                                                                                                                             |                                     |                                                                              |                                          
|                                                                                                                             |                                     | Total operating expenses                                                     |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|OPERATING INCOME                                                                                                             |                                     | 937,545                                                                      |                                          
|Interest expense                                                                                                             |                                     | 602,868                                                                      |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|Income before minority interest                                                                                              |                                     | 334,677                                                                      |                                          
|Minority interest                                                                                                            |                                     | (10,498                                                                      | )                                        
|Gain on sales of assets and other, net (Note 4)                                                                              |                                     | 160,867                                                                      |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|Income before unconsolidated entities                                                                                        |                                     | 485,046                                                                      |                                          
|Loss from MerchantWired, LLC, net (Note 7)                                                                                   |                                     | (32,742                                                                      | )                                        
|Income from other unconsolidated entities                                                                                    |                                     | 91,505                                                                       |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|Income before extraordinary items and cumulative effect of accounting change                                                 |                                     | 543,809                                                                      |                                          
|Extraordinary items  Debt related transactions (Note 4)                                                                     |                                     | 14,307                                                                       |                                          
|Cumulative effect of accounting change (Note 3)                                                                              |                                     |                                                                             |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|NET INCOME                                                                                                                   |                                     | 558,116                                                                      |                                          
|Preferred unit requirement                                                                                                   |                                     | (75,541                                                                      | )                                        
|                                                                                                                             |                                     |                                                                              |                                          
|NET INCOME AVAILABLE TO UNITHOLDERS                                                                                          |                                     | $482,575                                                                     |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:                                                                         |                                     |                                                                              |                                          
|                                                                                                                             |                                     | General Partners:                                                            |                                          
|                                                                                                                             |                                     |                                                                              | Simon Property (Managing General Partner)
|                                                                                                                             |                                     |                                                                              | SPG Properties                           
|                                                                                                                             |                                     | Limited Partners                                                             |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|                                                                                                                             |                                     | Net income                                                                   |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|BASIC EARNINGS PER UNIT:                                                                                                     |                                     |                                                                              |                                          
|                                                                                                                             |                                     | Income before extraordinary items and cumulative effect of accounting change |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|                                                                                                                             |                                     | Net income                                                                   |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|DILUTED EARNINGS PER UNIT:                                                                                                   |                                     |                                                                              |                                          
|                                                                                                                             |                                     | Income before extraordinary items and cumulative effect of accounting change |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|                                                                                                                             |                                     | Net income                                                                   |                                          
|                                                                                                                             |                                     |                                                                              |                                          
|Net Income                                                                                                                   |                                     | $558,116                                                                     |                                          
|Cumulative effect of accounting change                                                                                       |                                     |                                                                             |                                          
|Unrealized gain (loss) on interest rate hedge agreements                                                                     |                                     | 6,017                                                                        |                                          
|Net (income) losses on derivative instruments reclassified from accumulated other comprehensive income into interest expense |                                     | (1,333                                                                       | )                                        
|Other                                                                                                                        |                                     | (2,260                                                                       | )                                        
|                                                                                                                             |                                     |                                                                              |                                          
|Comprehensive Income                                                                                                         |                                     | $560,540                                                                     |                                          
|                                                                                                                             |                                     |                                                                              |                                          

The accompanying notes are an integral part of these statements.

53

---

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

|                                               |            | For the Twelve Months
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                              
|                                               |            |                                                                                    | Extraordinary items                                        
|                                               |            |                                                                                    | Impairment on investment properties                        
|                                               |            |                                                                                    | Gain on sales of assets and other, net                     
|                                               |            |                                                                                    | Cumulative effect of accounting change                     
|                                               |            |                                                                                    | Straight-line rent                                         
|                                               |            |                                                                                    | Minority interest                                          
|                                               |            |                                                                                    | Minority interest distributions (Note 3)                   
|                                               |            |                                                                                    | Equity in income of unconsolidated entities                
|                                               |            |                                                                                    | Distributions of income of unconsolidated entities (Note 3)
|                                               |            | Changes in assets and liabilities                                                 |                                                            
|                                               |            |                                                                                    | Tenant receivables and accrued revenue                     
|                                               |            |                                                                                    | Deferred costs and other assets                            
|                                               |            |                                                                                    | Accounts payable, accrued expenses and other liabilities   
|                                               |            |                                                                                    |                                                            
|                                               |            |                                                                                    |                                                            
|                                               |            |                                                                                    |                                                            
|CASH FLOWS FROM INVESTING ACTIVITIES:          |            |                                                                                    |                                                            
|                                               |            | Acquisitions                                                                       |                                                            
|                                               |            | Capital expenditures                                                               |                                                            
|                                               |            | Cash from acquisitions                                                             |                                                            
|                                               |            | Net proceeds from sale of assets and partnership interests                         |                                                            
|                                               |            | Investments in unconsolidated entities                                             |                                                            
|                                               |            | Distributions of capital from unconsolidated entities (Note 3)                     |                                                            
|                                               |            | Notes and advances (to)/from the Management Company and affiliate                  |                                                            
|                                               |            | Loan to the SRC Operating Partnership                                              |                                                            
|                                               |            |                                                                                    |                                                            
|                                               |            |                                                                                    |                                                            
|                                               |            |                                                                                    |                                                            
|CASH FLOWS FROM FINANCING ACTIVITIES:          |            |                                                                                    |                                                            
|                                               |            | Partnership contributions and issuance of units                                    |                                                            
|                                               |            | Purchase of treasury units and limited partner units                               |                                                            
|                                               |            | Partnership distributions                                                          |                                                            
|                                               |            | Minority interest contributions                                                    |                                                            
|                                               |            | Mortgage and other note proceeds, net of transaction costs                         |                                                            
|                                               |            | Mortgage and other note principal payments                                         |                                                            
|                                               |            |                                                                                    |                                                            
|                                               |            |                                                                                    |                                                            
|                                               |            |                                                                                    |                                                            
|INCREASE IN CASH AND CASH EQUIVALENTS          |            |                                                                                    | 138,472                                                    
|CASH AND CASH EQUIVALENTS, beginning of period |            |                                                                                    | 252,172                                                    
|                                               |            |                                                                                    |                                                            
|CASH AND CASH EQUIVALENTS, end of period       |            | $                                                                                  | 390,644                                                    
|                                               |            |                                                                                    |                                                            

The accompanying notes are an integral part of these statements.

54

---

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

|                                                                                 |  |   |           | General Partners |   |           |   |   |            |   |   |           |  
|-------------------------------------------------------------------------------- |  | - | --------- | ---------------- | - | --------- | - | - | ---------- | - | - | --------- | -
|
|Balance at December 31, 1999                                                     |  | $ | 1,032,320 |                  | $ | 887,214   |   | $ | 1,744,404  |   | $ | 1,004,263 |  
|General partner contributions (27,910 Units)                                     |  |   |           |                  |   | 1,134     |   |   |            |   |   |           |  
|Conversion of 2,212 Series A Preferred Units into 84,046 units                   |  |   | (2,827    | )                |   | 2,819     |   |   |            |   |   |           |  
|Units issued as dividend (1,242 units)                                           |  |   |           |                  |   | 31        |   |   |            |   |   |           |  
|Conversion of 14,274 Series B Preferred Units into 36,913 units                  |  |   | (1,327    | )                |   | 1,324     |   |   |            |   |   |           |  
|Stock incentive program (417,994 units, net)                                     |  |   |           |                  |   | 9,849     |   |   | (276       | ) |   |           |  
|Amortization of stock incentive                                                  |  |   |           |                  |   |           |   |   |            |   |   |           |  
|Units purchased by subsidiary (191,500)                                          |  |   |           |                  |   | (4,522    | ) |   |            |   |   |           |  
|Treasury units purchased (1,596,100)                                             |  |   |           |                  |   | (39,854   | ) |   |            |   |   |           |  
|Other (Accretion of Preferred Units, and 478,454 limited partner units redeemed) |  |   | 269       |                  |   |           |   |   |            |   |   | (11,183   | )
|Adjustment to allocate net equity of the Operating Partnership                   |  |   |           |                  |   | 8,974     |   |   | (8,272     | ) |   | (702      | )
|Distributions                                                                    |  |   | (77,410   | )                |   | (117,964  | ) |   | (229,633   | ) |   | (131,919  | )
|Net income                                                                       |  |   | 77,410    |                  |   | 63,987    |   |   | 126,385    |   |   | 72,616    |  
|Other comprehensive income                                                       |  |   |           |                  |   | 1,967     |   |   | 3,885      |   |   | 2,246     |  
|                                                                                 |  |   |           |                  |   |           |   |   |            |   |   |           |  
|Balance at December 31, 2000                                                     |  | $ | 1,028,435 |                  | $ | 814,959   |   | $ | 1,636,493  |   | $ | 935,321   |  
|                                                                                 |  |   |           |                  |   |           |   |   |            |   |   |           |  
|General partner contributions (400,026 units)                                    |  |   |           |                  |   | 8,792     |   |   |            |   |   |           |  
|Conversion of 1,220 Series A Preferred Units into 46,355 units                   |  |   | (1,559    | )                |   | 1,555     |   |   |            |   |   |           |  
|Units issued as dividend (442 units)                                             |  |   |           |                  |   | 12        |   |   |            |   |   |           |  
|Accretion of preferred units                                                     |  |   | 475       |                  |   |           |   |   |            |   |   |           |  
|Preferred units issued (33,332 units)                                            |  |   | 967       |                  |   |           |   |   |            |   |   |           |  
|Limited partner units issued (8,185 units)                                       |  |   |           |                  |   |           |   |   |            |   |   | 233       |  
|Limited partner units converted to common units (958,997 units)                  |  |   |           |                  |   | 10,794    |   |   |            |   |   | (10,794   | )
|Stock incentive program (454,726 units, net)                                     |  |   |           |                  |   | 11,925    |   |   | (139       | ) |   |           |  
|Amortization of stock incentive                                                  |  |   |           |                  |   |           |   |   |            |   |   |           |  
|Merger of SPG Properties into Simon Property (Note 10)                           |  |   |           |                  |   | 1,562,160 |   |   | (1,562,160 | ) |   |           |  
|Other (includes 85,064 units converted to cash)                                  |  |   |           |                  |   | 559       |   |   |            |   |   | (2,145    | )
|Adjustment to allocate net equity of the Operating Partnership                   |  |   |           |                  |   | (1,367    | ) |   | 329        |   |   | 1,038     |  
|Distributions                                                                    |  |   | (77,445   | )                |   | (241,861  | ) |   | (114,921   | ) |   | (134,711  | )
|Net income                                                                       |  |   | 77,445    |                  |   | 102,107   |   |   | 44,448     |   |   | 55,496    |  
|Other comprehensive income                                                       |  |   |           |                  |   | (3,163    | ) |   | (4,050     | ) |   | (2,680    | )
|                                                                                 |  |   |           |                  |   |           |   |   |            |   |   |           |  
|Balance at December 31, 2001                                                     |  | $ | 1,028,318 |                  | $ | 2,266,472 |   | $ |           |   | $ | 841,758   |  
|                                                                                 |  |   |           |                  |   |           |   |   |            |   |   |           |  
|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      | ) |   |            |   |   |           |  
|Amortization of stock incentive                                                  |  |   |           |                  |   |           |   |   |            |   |   |           |  
|Other (includes 10,895 units converted to cash)                                  |  |   |           |                  |   | 400       |   |   |            |   |   | (373      | )
|Adjustment to allocate net equity of 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   |  
|                                                                                 |  |   |           |                  |   |           |   |   |            |   |   |           |  

55

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SIMON PROPERTY GROUP, L.P.  NOTES TO FINANCIAL STATEMENTS

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

1.    Organization

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

We
are engaged in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily of
regional malls and community shopping centers. As of December 31, 2002, we owned or held an interest in 245 income-producing properties in the United States, which consisted of 172 regional
malls, 68 community shopping centers and five office and mixed-use properties in 36 states (collectively, the "Properties", and individually, a "Property"). Mixed-use
properties are properties that include a combination of retail space, office space, and/or hotel components. We also own interests in four parcels of land held for future development (together with
the Properties, the "Portfolio"). In addition, we have ownership in other real estate assets and eight additional retail real estate properties operating in Europe and Canada. Leases from retail
tenants generate the majority of our revenues including:



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



Our
affiliate, 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 reinsure the self-insured retention portion of our general liability and workers' compensation programs. Third party providers provide
coverage above the insurance subsidiaries' limits.

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 levels, the availability of financing, and
potential liability under environmental and other laws. Our regional malls and community shopping centers rely heavily upon anchor tenants like most retail properties. Three retailers' anchor stores
occupied 334 of the approximately 931 anchor stores in the Properties as of December 31, 2002. An affiliate of one of these retailers is a limited partner in the Operating Partnership.



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.

On
May 8, 2001, the Boards of Directors of Simon Property and SPG Properties, Inc. ("SPG Properties"), a former subsidiary of Simon Property and a general partner of us, approved
an agreement for the merger of SPG Properties into Simon Property in order to simplify the organizational structure of Simon Property. The merger became effective on July 1, 2001.

56

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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.

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:



The
deficit minority interest balances in the accompanying 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 and the joint venture partner has the ability to fund such additional contributions.

Investments
in partnerships and joint ventures represent noncontrolling ownership interests in Properties and 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 venturer primarily due to partner preferences.

As
of December 31, 2002, of our 245 Properties we consolidated 163 wholly owned Properties, consolidated 14 less than wholly owned Properties which we control, and accounted for
68 Properties using the equity method. We manage the day-to-day operations of 59 of the 68 equity method Properties.

We
allocate our net operating results after preferred distributions (see Note 10) based on our partners' respective ownership interests. Simon Property's weighted average direct
and indirect ownership interest in the Operating Partnership was as follows:

For the Year Ended December 31,2002

2001

200073.6
%
72.5
%
72.4
%


Simon Property's direct and indirect ownership interests in the Operating Partnership at December 31, 2002 was 74.3% and at
December 31, 2001 was 72.9%.

3.    Summary of Significant Accounting Policies



We record investment properties at cost or predecessor cost for Properties acquired from certain of the Operating Partnership's holders of units of the limited
partnership. 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 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 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

57

---

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. The sale prices of these Properties may differ from their carrying values.

In
2002, we adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" that supersedes SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed of." SFAS No. 144 supersedes the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" for the
disposal of a segment of a business. SFAS No. 144 provides a framework for the evaluation of impairment of long-lived assets, the treatment for 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
that were not classified as held for sale as of December 31, 2001 to discontinued operations. In 2002, there were no material effects upon our adoption of this pronouncement.

Goodwill
resulted from Simon Property's merger with Corporate Property Investors, Inc. in 1998. We adopted SFAS No. 142 "Goodwill and Other Intangibles" on
January 1, 2002 and as a result we ceased amortizing goodwill in accordance with SFAS No. 142 which was approximately $1.2 million annually. The impact of adopting SFAS
No. 142 resulted in no impairment of our goodwill. In accordance with SFAS No. 142, 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.



We consider all highly liquid investments purchased with an original maturity of 90 days or less 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 unrestricted
cash and cash equivalents includes a balance of $171.2 million related to our gift certificate program which we do not consider available for general working capital purposes. See Notes 4,7,10,
and 12 for disclosures about non-cash investing and financing transactions.



We prepared the accompanying 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 31,2002

2001

2000$
4,249

$
9,807

$
19,831




Our interests in our regional malls, community centers and other assets represent one segment because we base our resource allocation and other operating
decisions on the evaluation of the entire Portfolio.

58

---



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. Net deferred costs of $149,360 as of December 31, 2002 are net of accumulated amortization of $194,691
and net deferred costs of $142,592 as of December 31, 2001 are net of accumulated amortization of $180,051.

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

For the year ended December 31,2002

2001

2000Amortization of deferred financing costs

$
17,079

$
16,513

$
15,798Amortization of debt premiums net of discounts

$
(2,269
)
$
(5,178
)
$
(5,391
)Amortization of deferred leasing costs

$
17,210

$
15,141

$
11,728


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



On January 1, 2001 we adopted SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 138, "Accounting
for Derivative Instruments and Hedging Activities." On adoption, we recorded the difference between the fair value of the derivative instruments and the previous carrying amount of those derivatives
on our balance sheets and in net income or other comprehensive income, as appropriate, as the cumulative effect of a change in accounting principle in accordance with APB 20 "Accounting Changes." On
adoption, we recorded $2.0 million of unrecognized losses in other comprehensive income as a cumulative effect of accounting change. We also recorded an expense of $1.7 million as a
cumulative effect of accounting change in the statement of operations, which includes our $1.5 million share of joint venture cumulative effect of accounting change.

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 and occurs when the
hedged items are also 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.



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. Beginning January 1, 2000 in accordance with Staff Accounting Bulletin No. 101 ("SAB 101"), we recognize overage rents only when each tenant's
sales exceeds its sales threshold. Upon

59

---

adoption of SAB 101, we recognized a cumulative effect of accounting change of $12.3 million. We previously recognized overage rents as revenues based on reported and estimated sales for each
tenant through December 31, less the applicable base sales amount.

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. 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.



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 during the following years ended:

For the year ended December 31,2002

2001

2000Balance at Beginning of Year

$
24,494

$
20,068

$
14,488Provision for Credit Losses


8,727


8,387


9,603Accounts Written Off


(13,101
)

(3,961
)

(4,023
)Balance at End of Year

$
20,120

$
24,494

$
20,068




As a partnership, the allocated share of income or loss for each year is included in the income tax returns of the partners; accordingly, no accounting for income
taxes is required in the accompanying consolidated financial statements. State and local taxes are not material.



We base basic earnings per unit on the weighted average number of units outstanding during the year. We base 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.

|                                                                                                                   |  | For the Year Ended December 31, |            
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------- | -----------
|
|Income before extraordinary items and cumulative effect of accounting change, after the preferred unit requirement |  | $                               | 496,882    
|Extraordinary items                                                                                                |  |                                 | 14,307     
|Cumulative effect of accounting change                                                                             |  |                                 |           
|                                                                                                                   |  |                                 |            
|Net Income available to unitholders  Basic                                                                        |  | $                               | 482,575    
|                                                                                                                   |  |                                 |            
|Effect of dilutive securities:                                                                                     |  |                                 |            
|Dilutive convertible preferred unit requirements                                                                   |  |                                 | 1,470      
|                                                                                                                   |  |                                 |            
|Net Income available to unitholders  Diluted                                                                      |  | $                               | 484,045    
|                                                                                                                   |  |                                 |            
|Weighted Average units Outstanding  Basic                                                                         |  |                                 | 242,040,734
|Effect of stock options                                                                                            |  |                                 | 671,972    
|Effect of convertible preferred units                                                                              |  |                                 | 918,615    
|                                                                                                                   |  |                                 |            
|Weighted Average units Outstanding  Diluted                                                                       |  |                                 | 243,631,321
|                                                                                                                   |  |                                 |            

60

---

|                                                                                                                       |  | For the Year Ended December 31, |     
|---------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----
|
|Basic Earnings per unit:                                                                                               |  |                                 |     
|Income before extraordinary items and cumulative effect of accounting change, and after the preferred unit requirement |  | $                               | 1.93
|Extraordinary items                                                                                                    |  |                                 | 0.06
|Cumulative effect of accounting change                                                                                 |  |                                 |    
|                                                                                                                       |  |                                 |     
|Net Income available to unitholders  Basic                                                                            |  | $                               | 1.99
|                                                                                                                       |  |                                 |     
|Diluted Earnings per unit:                                                                                             |  |                                 |     
|Income before extraordinary items and cumulative effect of accounting change, and after the preferred unit requirement |  | $                               | 1.93
|Extraordinary items                                                                                                    |  |                                 | 0.06
|Cumulative effect of accounting change                                                                                 |  |                                 |    
|                                                                                                                       |  |                                 |     
|Net Income available to unitholders  Diluted                                                                          |  | $                               | 1.99
|                                                                                                                       |  |                                 |     

The Series A convertible preferred units were dilutive in 2002. Our other potentially dilutive securities include the Series B
convertible preferred units and the other classes of preferred units, all of which did not have a dilutive effect in any period presented. 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.



As permitted by SFAS No. 123 "Accounting for Stock Based Compensation," we changed our accounting policy with respect to stock options. We will expense the
fair value of stock options awarded as compensation expense over the vesting period for options issued after January 1, 2002, both in accordance with the adoption provisions of SFAS 123.
The Compensation Committee of the Board of Directors of Simon Property issued 24,000 options to purchase common stock of Simon Property in 2002 and the impact of this change was not material.



Partners' equity included ($2.4) million as of December 31, 2002 and $9.9 million of accumulated other comprehensive income as of
December 31, 2001. General partner's equity included ($1.8) million as of December 31, 2002 and $7.2 million in as of December 31, 2001. Limited partners' equity included
($0.6) million as of December 31, 2002 and $2.7 million as of December 31, 2001. Accumulated other comprehensive income consists of unrealized (gains)/losses on derivative
instruments and cumulative foreign currency translation adjustments.



We made certain reclassifications of prior period amounts in the financial statements to conform to the 2002 presentation. We reclassified distributions from
unconsolidated entities that represent return on investments in the statements of cash flows to "net cash provided by operating activities" from "net cash used in investing activities" for all periods
presented. "Distributions of capital from unconsolidated entities" represent cash distributions from operations in excess of net income and financing activities. In addition, we reclassified
distributions to minority interest owners of consolidated properties in the statements of cash flows to "net cash provided by operating activities" from "net cash provided by (used in) financing
activities" for all periods presented. These reclassifications have no impact on the net income previously reported.

4.    Other Real Estate Acquisitions, Disposals, and Impairment



On May 3, 2002, we purchased, jointly with Westfield America Trust and The Rouse Company, 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

61

---

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
from May 3, 2002 to December 31, 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. The
values assigned to the assets or
partnership interests acquired were determined using traditional real estate valuation methodologies. In addition, we assessed the market value of in-place leases based upon our best
estimate of current market rents and will amortize the resulting market rent adjustment into revenues over the remaining average term of the acquired in-place leases.

We,
and the Management Company, hold the other Rodamco partnership interests and assets jointly with The Rouse Company and Westfield America Trust. We account for these assets under the
equity method. These include an interest in a retail real estate partnership, 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. Our share of the carrying amount
of the remaining asset held for sale is less than $4.0 million as of December 31, 2002. We, along with The Rouse Company and Westfield America Trust, are actively marketing the remaining
asset and we expect it to be sold within one year.

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.

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
(Note 8). As a result of this transaction, we have consolidated the results of operations of Copley Place from July 19, 2002 to December 31, 2002.

On
October 1, 2001, we purchased a 50% interest in Fashion Valley Mall located in San Diego, California for a purchase price of $165.0 million which includes our share of
a $200.0 million, seven year mortgage at a fixed rate of 6.5% issued concurrently with the acquisition by the partnership owning the property. We also assumed management responsibilities for
this 1.7 million square foot open-air, super-regional mall.

On
August 20, 2001, we acquired an additional 21.46% interest in the Fashion Centre at Pentagon City for a total of $77.5 million. Concurrent with the acquisition the
partnership owning the property issued $200.0 million of debt and we assumed our pro rata share of this debt.

Subsequent
to December 31, 2002, our limited partner in The Forum Shops at Caesars in Las Vegas, NV initiated the buy/sell provision of the partnership agreement. We have elected
to purchase this interest for $174.0 million and to assume our partner's existing share of $175.0 million in debt.



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.

62

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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 "gains 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 as discussed below under impairment. 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 extraordinary items in the accompanying statements of operations and comprehensive income. The total carrying amount of the two
remaining assets held for sale was $10.6 million at December 31, 2002.

We
sold ownership interests in Properties during each of the years ended December 31, 2001 and 2000 presented in the accompanying financial statements. The disposals consisted of
and resulted in the following:

|(in millions) |  | Type (number of properties)                                  |  | Net Proceeds |       | Gain/(Loss)
|------------- |  | ------------------------------------------------------------ |  | ------------ | ----- | -----------
|2001          |  | Community center(1), regional mall(1) and office building(1) |  | $            | 19.6  |            
|2000          |  | Community center(4), regional mall(2) and office building(1) |  | $            | 114.6 |            

In
January 2003, we sold four Properties with a carrying amount of $27.4 million for a gain. The Properties' cash flows and results of operations were not
material to our cash flows and results of operations and their removal from service will not materially affect our ongoing operations.



In 2001, in connection with our anticipated disposal of nine Properties identified as held for sale we recorded a $47.0 million expense for the impairment.
As discussed above, we disposed of seven of the nine assets held for sale in 2002. In general, the overall decline in the economy has caused tenants to vacate space at certain non-core
Properties decreasing occupancy rates and leading to declines in the fair values of these assets due to decreased profitability. In addition, we committed to a plan to dispose of these assets. We
estimated the impairment of these assets using a combination of cap rate analysis and discounted cash flows from the individual Properties' operations as well as contract prices, if applicable. The
nine properties' cash flows and results of operations were not material to our cash flows and results of operations and their removal from service will not materially affect our ongoing operations.
The total carrying amounts of these properties were $87.2 million at December 31, 2001 and were included in investment properties.

We
also recorded a $10.6 million expense for the impairment of two Properties for the year ended December 31, 2000 for the same reasons discussed above. We sold these two
properties in 2001.

We
wrote off miscellaneous technology and other investments of $2.7 million in 2002 and $5.7 million in 2001. Both were included in other expense in the accompanying
statements of operations and comprehensive income. In addition, in 2001 the Management Company decided to postpone further development of clixnmortar, a technology investment. As a result, the
Management Company wrote off its investment in clixnmortar of which our share was a net $13.9 million.

63

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5.    Pro Forma and Balance Sheet data

The following unaudited pro forma summary financial information combines the consolidated results of the Operating Partnership as if the following transactions
had occurred on January 1, 2001 and were carried forward through December 31, 2002:



We
prepared the unaudited pro forma summary information based upon assumptions we deemed appropriate. The pro forma summary information is not necessarily indicative of the results
which actually would have occurred if the Rodamco acquisition had been consummated at January 1, 2001, nor does it purport to represent the results of operations for future periods.

For the year ended December 31,2002 (1)

2001 (2)Total revenue

$
2,236,474

$
2,186,713Income before extraordinary items and cumulative effect of accounting change

$
545,805

$
293,042Net income available to unitholders (1)

$
484,571

$
214,060Income before extraordinary items and cumulative effect of accounting change per unit  basic

$
1.91

$
0.88Income before extraordinary items and cumulative effect of accounting change per unit  diluted

$
1.90

$
0.88Net income available to unitholders per unit  basic

$
1.97

$
0.87Net income available to unitholders per unit  diluted

$
1.96

$
0.87


---



The
following summarized balance sheet represents the impact of the Rodamco acquisition and the acquisition of the remaining two-thirds interest in Copley
Place:

2002Investment properties, at cost

$
1,110,120Cash and cash equivalents


9,272Tenant receivables


8,786Investment in unconsolidated entities


518,390Deferred costs, other assets, and minority interest


25,537Notes and advances from the Management Company and affiliates


26,433Total assets

$
1,698,538Mortgages and other indebtedness

$
458,897Accounts payable, accrued expenses, accrued environmental, severance and other expenses


108,356Other liabilities


8,326Total liabilities

$
575,579


64

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6.      Investment Properties

Investment Properties consist of the following:

December 31,2002

2001Land


2,001,544

$
1,960,623Buildings and improvements


11,964,906


10,972,343Total land, buildings and improvements


13,966,450


12,932,966Furniture, fixtures and equipment


119,360


99,013Investment properties at cost


14,085,810


13,031,979Less  accumulated depreciation


2,204,743


1,863,682Investment properties at cost, net

$
11,881,067

$
11,168,297Construction in progress included in investment properties

$
136,622

$
111,217


7.      Investments in Unconsolidated Entities

Joint ventures are common in the real estate industry. We use joint ventures to finance certain properties and to diversify our risk in a particular asset or trade
area. We may also use joint ventures in the development of new properties. We held joint venture ownership interests in 68 Properties as of December 31, 2002 and in 70 Properties as of
December 31, 2001. As discussed in Note 2, since we do not fully control these joint venture Properties, our accounting policy and accounting principles generally accepted in the United
States require that we account for these Properties on the equity method of accounting. Substantially all of our joint venture Properties are subject to rights of first refusal, buy-sell
provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Partners in our joint ventures may initiate these provisions at any time,
which could result in either the use of available cash or borrowings to acquire or sell 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 assets and liabilities as well as the statements of operations for joint venture interests sold or consolidated, when we have acquired an additional interest in a joint venture and have as
a result, gained control of the Property. These line items include "Discontinued

65

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Joint Venture Interests" to present comparative balance sheets and results of operations for those joint venture interests held as of December 31, 2002.

|                                                                           |                                        | December 31,
|-------------------------------------------------------------------------- | -------------------------------------- | ------------
|
|Assets:                                                                    |                                        |             
|Investment properties, at cost                                             |                                        | $           
|Less  accumulated depreciation                                            |                                        |             
|                                                                           |                                        |             
|                                                                           |                                        |             
|Net investment properties, at cost of Discontinued Joint Venture Interests |                                        |             
|Cash and cash equivalents                                                  |                                        |             
|Tenant receivables                                                         |                                        |             
|Investment in unconsolidated entities                                      |                                        |             
|Other assets                                                               |                                        |             
|Other assets of Discontinued Joint Venture Interests                       |                                        |             
|                                                                           |                                        |             
|                                                                           | Total assets                           |             
|                                                                           |                                        |             
|Liabilities and Partners' Equity:                                          |                                        |             
|Mortgages and other notes payable                                          |                                        | $           
|Mortgages of Discontinued Joint Venture Interests                          |                                        |             
|                                                                           |                                        |             
|                                                                           |                                        |             
|Accounts payable, accrued expenses, and deferred revenues                  |                                        |             
|Other liabilities                                                          |                                        |             
|Other liabilities of Discontinued Joint Venture Interests                  |                                        |             
|                                                                           |                                        |             
|                                                                           | Total liabilities                      |             
|Preferred units                                                            |                                        |             
|Partners' equity                                                           |                                        |             
|                                                                           |                                        |             
|                                                                           | Total liabilities and partners' equity |             
|                                                                           |                                        |             
|The Operating Partnership's Share of:                                      |                                        |             
|Total assets                                                               |                                        | $           
|                                                                           |                                        |             
|Partners' equity                                                           |                                        | $           
|Add: Excess Investment                                                     |                                        |             
|                                                                           |                                        |             
|The Operating Partnership's net Investment in Joint Ventures               |                                        | $           
|                                                                           |                                        |             
|Mortgages and other notes payable                                          |                                        | $           
|                                                                           |                                        |             

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

66

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As of December 31, 2002, scheduled principal repayments on joint venture indebtedness were as follows:

|2003                                    |  | $  356,235
|--------------------------------------- |  | ----------
|2004                                    |  | 532,143   
|2005                                    |  | 998,393   
|2006                                    |  | 803,982   
|2007                                    |  | 410,551   
|Thereafter                              |  | 2,196,758 
|                                        |  |           
|Total principal maturities              |  | 5,298,062 
|Net unamortized debt premiums           |  | 8,403     
|                                        |  |           
|Total mortgages and other notes payable |  | $5,306,465
|                                        |  |           

This debt becomes due in installments over various terms extending through 2012 with interest rates ranging from 1.75% to 9.05% and a weighted
average rate of 6.27% at December 31, 2002.

|                                                                                      |                          | For the Year Ended December 31,
|------------------------------------------------------------------------------------- | ------------------------ | -------------------------------
|
|Revenue:                                                                              |                          |                                
|Minimum rent                                                                          |                          | $  808,607                     
|Overage rent                                                                          |                          | 29,279                         
|Tenant reimbursements                                                                 |                          | 409,925                        
|Other income                                                                          |                          | 52,588                         
|                                                                                      |                          |                                
|                                                                                      | Total revenue            |                                
|Operating Expenses:                                                                   |                          |                                
|Property operating                                                                    |                          | 210,800                        
|Depreciation and amortization                                                         |                          | 234,775                        
|Real estate taxes                                                                     |                          | 126,498                        
|Repairs and maintenance                                                               |                          | 71,054                         
|Advertising and promotion                                                             |                          | 39,164                         
|Provision for credit losses                                                           |                          | 9,168                          
|Other                                                                                 |                          | 34,421                         
|                                                                                      |                          |                                
|                                                                                      | Total operating expenses |                                
|                                                                                      |                          |                                
|Operating Income                                                                      |                          | 574,519                        
|Interest Expense                                                                      |                          | 338,299                        
|                                                                                      |                          |                                
|Income Before Unconsolidated Entities and Minority Interest                           |                          | 236,220                        
|Income from unconsolidated entities                                                   |                          | 3,062                          
|Minority interest                                                                     |                          | (751)                          
|Loss on Sale of Assets                                                                |                          |                               
|                                                                                      |                          |                                
|Income from Continuing Operations                                                     |                          | 238,531                        
|Income from Discontinued Joint Venture Interests                                      |                          | 14,346                         
|                                                                                      |                          |                                
|Income Before Extraordinary Items and Cumulative Effect of
Accounting Change ("IBEC") |                          | 252,877                        
|Cumulative Effect of Accounting Change                                                |                          |                               
|Extraordinary Items  Debt Extinguishments                                            |                          |                               
|                                                                                      |                          |                                
|Net Income                                                                            |                          | $252,877                       
|                                                                                      |                          |                                
|Third-Party Investors' Share of IBEC                                                  |                          | $148,853                       
|                                                                                      |                          |                                
|The Operating Partnership's Share of IBEC                                             |                          | $104,024                       
|Amortization of Excess Investment                                                     |                          | 26,635                         
|                                                                                      |                          |                                
|Income from Joint Ventures                                                            |                          | $77,389                        
|                                                                                      |                          |                                

67

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We have a 33.0% ownership interest in European Retail Enterprises, B.V. ("ERE"), that is accounted for using the equity method of accounting. ERE also operates
through a wholly-owned subsidiary Groupe BEG, S.A. ("BEG"). ERE and BEG are fully integrated European retail real estate developers, lessors and managers. Our total current investment in ERE and BEG,
including subordinated debt, is approximately $75.2 million. The translation adjustment resulting from the conversion of BEG and ERE's financial statements from Euros to U.S. dollars was not
significant for the years ended December 31, 2002, 2001 and 2000. The agreements with BEG and ERE are structured to allow us to acquire an additional 28.3% ownership interest over time. The
future commitments to purchase shares from three of the existing shareholders of ERE are based upon a multiple of adjusted results of operations in the year prior to the purchase of the shares.
Therefore, the actual amount of these additional commitments may vary. The current estimated additional commitment is approximately $50 million to purchase shares of stock of ERE, assuming that
the three existing shareholders exercise their rights under put options. We expect these purchases to be made from 2004-2008. As of December 31, 2002, ERE and BEG had five
Properties open in Poland and two in France. One additional property opened in France in February 2003. During the third quarter of 2001 to simplify our organizational structure, the Management
Company transferred to us its interest in ERE at its carrying value of $29.9 million, which approximated its fair value, through the intercompany note.



As of December 31, 2002, 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. As of December 31, 2002, we accounted for our investment in the Management Company using the equity
method of accounting, because we exercised significant influence but not control over the financial and operating policies of the Management Company. Our ownership 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.

The
Management Company elected to become a taxable REIT subsidiary ("TRS") effective January 1, 2001. The Operating Partnership and the Management Company performed the following
recapitalization transactions in order to implement our TRS strategy. We contributed our ownership in clixnmortar, Inc. at its carrying value of $22.6 million, which approximated its
fair value, and $0.4 million to the Management Company in exchange for 2,140 shares of 6% Cumulative Class B preferred stock of the Management Company on March 31, 2001. In
addition, we contributed $60.2 million of its note receivable from the Management Company in exchange for 5,600 shares of 6% Cumulative Class C preferred stock on December 31,
2001. Our economic ownership of the Management Company increased to approximately 98% from 90% as a result of these transactions. Finally, we agreed to reduce the interest rate on the note receivable
from the Management Company to 7% from 11% effective January 1, 2002 to more accurately reflect current interest rate conditions.

As
of December 31, 2002 and 2001, amounts due from the Management Company for unpaid accrued interest and unpaid accrued preferred dividends were not material to the consolidated
financial statements. Included in other income, we recorded interest income and preferred dividends from the Management Company of the following:

|                                 |  | For the Year Ended December 31,
|-------------------------------- |  | -------------------------------
|
|Interest and preferred dividends |  | $13,620                        

We incurred total costs on consolidated Properties related to services provided by the Management Company and its affiliates as follows:

| |  | For the Year Ended December 31, |  |        
| |  | ------------------------------- |  | -------
|
| |  | $75,963                         |  | $86,488

Common costs are allocated by the Management Company to us, based primarily on minimum and overage rent, using assumptions that we believe are
reasonable. In addition, the Management Company also provides services

68

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to Melvin Simon & Associates, Inc. ("MSA"), and other non-owned properties for a fee. Fees for services provided by the Management Company and its affiliates to our
unconsolidated joint ventures and MSA were as follows:

|                                              |  | For the Year Ended December 31,
|--------------------------------------------- |  | -------------------------------
|
|Fees charged to unconsolidated joint ventures |  | $67,092                        
|Fees charged to MSA                           |  | $3,225                         

Summarized consolidated financial information of the Management Company and a summary of our investment in and share of income from the Management
Company follows. The summary excludes the effects of the Management Company's ownership of MerchantWired LLC.

|                                                                         |  | December 31,
|------------------------------------------------------------------------ |  | ------------
|
|Total assets                                                             |  | $  210,367  
|Notes payable to the Operating Partnership at 7%, due 2008, and advances |  | 75,105      
|Shareholders' equity                                                     |  | 54,562      
|Our share of total assets                                                |  | $208,347    
|                                                                         |  |             
|Our net investment in the Management Company                             |  | $95,517     
|                                                                         |  |             

|                                                                                     |  | For the Year Ended December 31,
|------------------------------------------------------------------------------------ |  | -------------------------------
|
|Total revenue                                                                        |  | $  130,988                     
|Operating (loss) income                                                              |  | 33,571                         
|Net income available for common shareholders excluding losses from MerchantWired LLC |  | $30,552                        
|                                                                                     |  |                                
|Our share of net income (loss) after intercompany profit elimination:                |  |                                
|Management Company income excluding losses from MerchantWired LLC                    |  | $14,116                        
|Losses from MerchantWired LLC                                                        |  | (32,742)                       
|                                                                                     |  |                                
|Total net income (loss)                                                              |  | $(18,626)                      
|                                                                                     |  |                                

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

The
members of MerchantWired LLC, including the Management Company, agreed to sell their interests in MerchantWired LLC under the terms of a definitive agreement with Transaction
Network Services, Inc ("TNSI"). The transaction was expected to close in the second quarter of 2002, but in June 2002, TNSI unexpectedly informed the members of MerchantWired LLC that it would
not complete the transaction. As a result, MerchantWired LLC shut down its operations and transitioned its customers to alternate service providers, which was completed by September 3, 2002.
Accordingly, the Management Company wrote-off its investment in and advances to MerchantWired LLC. This resulted in our $38.8 million share of a write-off before tax,
$22.5 million net of tax, which includes a $7.0 million write-down in the carrying amount of the infrastructure, consisting of broadband cable and the related connections and
routers ("Cable"). We have not made any, nor do we expect to make, additional cash contributions to MerchantWired LLC.

We
and the other members of MerchantWired LLC paid $49.5 million directly to a MerchantWired LLC vendor to purchase the Cable in satisfaction of a lease guarantee obligation, of
which our share was $26.3 million. As a result, we
now own and control the Cable in our properties. The amount of the Cable acquired totaled $19.3 million. The Cable was installed in both consolidated and joint venture Properties and is being
amortized over four years. We are currently using the Cable for connectivity to our mall management offices and we are evaluating other opportunities to use the Cable, which may benefit our current
and future operations, either directly or indirectly.

69

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8.      Indebtedness and Derivative Financial Instruments

Our mortgages and other notes payable consist of the following:

|                                                                                                                                                                  |  | December 31,
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|
|Fixed-Rate Debt                                                                                                                                                   |  |             
|Mortgages and other notes, including net premium of $29,683 and net discount of $3,535 respectively. Weighted average interest and maturity of 7.3% and 7.0 years |  | $2,602,640  
|Unsecured notes, including $17,770 and $17,167 net discounts, respectively. Weighted average interest and maturity of 6.9% and 5.0 years.                         |  | 4,972,230   
|63/4% Putable Asset Trust Securities, including $236 and $476 premiums, respectively, due November 2003.                                                          |  | 100,236     
|7% Mandatory Par Put Remarketed Securities, including $5,011 and $5,083 premiums, respectively, due June 2028 and subject to redemption June 2008.                |  | 205,011     
|Commercial mortgage pass-through certificates. Five classes bearing interest at weighted average rates and maturities of 7.3% and 2.0 years.                      |  | 173,693     
|                                                                                                                                                                  |  |             
|Total fixed-rate debt                                                                                                                                             |  | 8,053,810   
|Variable-Rate Debt                                                                                                                                                |  |             
|Mortgages and other notes, including $0 and $32 premiums, respectively. Weighted average interest and maturity of 3.1% and 2.0 years.                             |  | $852,467    
|Credit Facility (see below)                                                                                                                                       |  | 308,000     
|Euro Facility (see below)                                                                                                                                         |  | 59,078      
|Commercial mortgage pass-through certificates, interest at 6.2%, due December 2004.                                                                               |  | 49,112      
|Unsecured term loans. Weighted average rates and maturities of 2.1% and 1.2 years.                                                                                |  | 215,000     
|                                                                                                                                                                  |  |             
|Total variable-rate debt                                                                                                                                          |  | 1,483,657   
|Fair value interest rate swaps                                                                                                                                    |  | 8,614       
|                                                                                                                                                                  |  |             
|Total mortgages and other notes payable, net                                                                                                                      |  | $9,546,081  
|                                                                                                                                                                  |  |             

General.We have pledged 73 Properties as collateral to secure related mortgage notes
including 8 pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 38 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 73 encumbered
Properties, indebtedness of 44 of these encumbered Properties and our unsecured notes is subject to 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 notes payable may be prepaid but are generally subject to prepayment of a yield-maintenance premium.

Mortgages and Other Notes.The net book value of our 73 encumbered Properties was $4.1 billion at
December 31,
2002. The fixed and variable mortgage notes are nonrecourse. The fixed-rate mortgages generally require monthly payments of principal and/or interest. 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, thirty-five limited partners provide guarantees of
foreclosure of $382.1 million of our consolidated debt at 17 consolidated Properties. In each case, the loans were made by unrelated third party institutional lenders and the guarantees are for
the benefit of each lender. In the event of foreclosure of the mortgaged Property, the proceeds from the sale of the Property are first applied against the amount of the guarantee and also reduce the
amount payable under the guarantee. To the extent the sale proceeds from the disposal of the Property do not cover the amount of the guarantee, then the 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
September 16, 2002, we issued $394.0 million of debt at a weighted average rate of 6.20% that is due on September 16, 2012 and is secured by cross-collateralized
mortgages encumbering 10 Properties. We used a portion of the $378.8 million of net proceeds from this issuance to pay off an existing 10 Property mortgage pool of $225.5 million of debt
that had staggered maturities from September 2002 to June 2003 with the majority of the debt due in

70

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March 2003. In addition, we used the remaining portion of the proceeds and available cash to pay off three individual Property mortgages totaling $169.9 million. As a result, five of
the Properties from the existing 10 Property mortgage pool remain encumbered, five other Properties were unencumbered, the three previously individually mortgaged Properties remain encumbered, and two
other Properties are now encumbered.

On
August 6, 2001, we issued $277.0 million of debt secured by four Properties at a fixed rate of 6.99% and issued $110.0 million of debt encumbering one office
complex at LIBOR plus 115 basis points. The proceeds from these transactions and excess cash flow were used to retire the third tranche totaling $435.0 million of the $1.4 billion credit
facility ("CPI Facility") that we used to finance our combination with Corporate Property Investors, Inc.

Unsecured Notes.We have $835.0 million 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 7.5% and weighted average maturities
of 5.7 years. We guarantee certain of the unsecured notes.

On
February 28, 2002, we refinanced a $150.0 million variable rate term loan, with essentially the same terms, and extending its maturity date to February 28, 2003
with our option to exercise a one-year extension of the maturity date. We exercised this option subsequent to December 31, 2002 to extend the maturity date of this loan to
February 28, 2004.

On
March 15, 2002, we retired $250.0 million of 9% bonds with proceeds from our $1.25 billion unsecured corporate credit facility (the "Credit Facility").

On
August 21, 2002, we issued $500.0 million of our senior unsecured notes to institutional investors pursuant to Rule 144A in two tranches. Subsequent to
December 31, 2002, our registration statement under the Securities Act of 1933 related to an offer to exchange the notes of each series for registered notes with substantially identical
economic terms was declared effective. The first tranche is $150.0 million bearing an interest rate of 5.375% due August 28, 2008 and the second tranche is $350.0 million bearing
an interest rate of 6.35% due August 28, 2012. The net proceeds of $495.4 million from the offering were used to pay off the $600.0 million acquisition credit facility and to
reduce borrowings on the Credit Facility.

On
January 11, 2001, we issued $500.0 million of senior unsecured notes to institutional investors pursuant to Rule 144A in two tranches. The first tranche is
$300.0 million bearing an interest rate of 73/8% due January 20, 2006 and the second tranche is $200.0 million bearing an interest rate of 73/4% due
January 20, 2011. The net proceeds of the offering were used to repay the remaining portion of the indebtedness under the CPI Facility.

On
October 26, 2001, we completed the sale of $750.0 million of 6.375% senior unsecured notes due November 15, 2007. Net proceeds from the offering were initially
used to reduce the outstanding balance of the Credit Facility.

Credit Facility.We refinanced the existing $1.25 billion unsecured revolving Credit Facility on
April 16, 2002.
As a result, the Credit Facility's maturity date was extended to April 16, 2005 with a one-year extension of the maturity date available at our option. The Credit Facility bears
interest at LIBOR plus 65 basis points and provides for different pricing based upon our corporate credit rating, with an additional 15 basis point facility fee on the entire $1.25 billion. 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

71

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capitalization value, minimum EBITDA and unencumbered EBITDA coverage ratio requirements and a minimum equity value.

|                                           |  | As of December 31,
|------------------------------------------ |  | ------------------
|
|Total Facility Amount                      |  | $1,250,000        
|Borrowings                                 |  | (308,000)         
|Letters of credit                          |  | (23,651)          
|                                           |  |                   
|Remaining Availability                     |  | $918,349          
|                                           |  |                   
|Effective Interest rate                    |  | 2.03%             
|                                           |  |                   
|Maximum borrowings during the period ended |  | $743,000          
|                                           |  |                   
|Average borrowings during the period ended |  | $411,263          
|                                           |  |                   

Acquisition Facility.On May 1, 2002, in connection with the Rodamco acquisition described in
Note 4, we secured a $600 million 12-month acquisition credit facility that bore interest at LIBOR plus 65 basis points. The acquisition facility was paid off with proceeds
of $172.3 million from the sale of our interests in five value oriented super-regional malls described in Note 4, net proceeds of $321.4 million from the stock offering described
in Note 10, $100.0 million from the August $500.0 million senior note offering described above, and available cash.

Euro Facility.On July 31, 2000, we entered into a Euro-denominated unsecured credit agreement to
fund our
European investment. This credit agreement consists of a €25 million term loan and a €35 million revolving credit facility. The interest rate for each
loan is Euribor plus 60 basis points, with a facility fee of 15 basis points. The interest rate on 30 million Euros is swapped at 7.75%. The maturity date is July 31, 2003.



Our scheduled principal repayments on indebtedness as of December 31, 2002 were as follows:

|2003                                     |  | $939,882  
|---------------------------------------- |  | ----------
|2004                                     |  | 1,615,606 
|2005                                     |  | 896,788   
|2006                                     |  | 1,167,415 
|2007                                     |  | 1,478,053 
|Thereafter                               |  | 3,422,564 
|                                         |  |           
|Total principal maturities               |  | 9,520,308 
|Net unamortized debt discounts and other |  | 25,773    
|                                         |  |           
|Total mortgages and other notes payable  |  | $9,546,081
|                                         |  |           

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

| |  | For the year ended December 31, |  |         
| |  | ------------------------------- |  | --------
|
| |  | $591,328                        |  | $588,889



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. We have also entered into a foreign currency
forward contract as part of our risk management strategy to manage foreign currency exchange risk. 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.

72

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We may enter into treasury lock agreements as part of a anticipated debt issuance. If the anticipated transaction does not occur, the cost is charged in 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, 2002, we have reflected the fair value of outstanding consolidated derivatives in other assets for $11.0 million, in other liabilities for
$9.7 million, and in mortgages and other indebtedness of $8.6 million. In addition, we recorded the benefit from our treasury lock agreement in accumulated comprehensive income for
$2.2 million. As of December 31, 2002, our outstanding derivative contracts consist of:



As
of December 31, 2002, our joint ventures have derivative instruments consisting of interest rate cap agreements with a notional amount of $894.4 million that have an
immaterial fair value and an interest rate lock agreement for a notional amount of $120.0 million and a fair value liability of $1.2 million. Within the next twelve months, we expect to
reclassify to earnings approximately our $2.8 million share of expense of the current balance held in accumulated other comprehensive income.



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 notes payable 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 notes payable are summarized as follows:

|                                                           |  | December 31, |          
|---------------------------------------------------------- |  | ------------ | ---------
|
|Fair value of fixed-rate mortgages and other notes payable |  | $            | 8,816,981
|Discount rates assumed in calculation of fair value        |  |              | 4.41     

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, 2002, are as follows:

|2003       |  | $ | 1,094,565
|---------- |  | - | ---------
|2004       |  |   | 1,001,717
|2005       |  |   | 902,905  
|2006       |  |   | 799,001  
|2007       |  |   | 679,066  
|Thereafter |  |   | 2,087,887
|           |  |  
|           |  | $ | 6,565,141
|           |  |  

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Approximately 0.9% 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



On February 26, 2002, a limited partner exchanged 100,000 units for 100,000 shares of Simon Property common stock. On June 24, 2002, three
limited partners exchanged 73,442 units for 73,442 shares of Simon Property common stock. We issued 671,836 units to Simon Property related to employee stock options exercised
during 2002. We used the net proceeds from the option exercises of approximately $15.7 million for general working capital purposes. Also, see Series A Convertible Preferred Unit
conversions discussed below.

We
issued 9,000,000 units to Simon Property in connection with Simon Property's public offering of 9,000,000 shares of common stock on July 1, 2002. We used the net
proceeds of $321.4 million to pay down a portion of the $600.0 million Rodamco acquisition credit facility.



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

|                                                                                                                                                      |  | As of December 31,
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|
|Series A 6.5% convertible preferred units, 209,249 units authorized, 0 and 49,839 issued and outstanding to the general partner, respectively         |  | $                 
|Series B 6.5% convertible preferred units, 5,000,000 units authorized, 4,830,057 issued and outstanding to the general partner                        |  |                   
|Series C 7.00% cumulative convertible preferred units, 2,700,000 units authorized and 2,600,895 issued and outstanding                                |  |                   
|Series D 8.00% cumulative redeemable preferred units, 2,700,000 units authorized and 2,600,895 issued and outstanding                                 |  |                   
|Series E 8.00% cumulative redeemable preferred units, 1,000,000 units authorized, 1,000,000 issued and outstanding to the general partner             |  |                   
|Series F 8.75% cumulative redeemable preferred units, 8,000,000 units authorized, issued and outstanding to the general partner                       |  |                   
|Series G 7.89% cumulative step-up premium rate convertible preferred units, 3,000,000 units authorized, issued and outstanding to the general partner |  |                   
|                                                                                                                                                      |  |                   
|                                                                                                                                                      |  | $                 
|                                                                                                                                                      |  |                   

Series A 6.5% Convertible Preferred Units.Each Series A 6.5% convertible
preferred unit had a liquidation value of $1,000, accrued distributions at a rate of $65.53 annually and was convertible into 37.995 units, subject to adjustment under certain circumstances,
when the corresponding series of Simon Property preferred stock was converted into common stock. During 2002, all of the remaining 49,839 Series A convertible preferred units were converted
into 1,893,651 units. In addition, during 2002, another 19,375 units were issued in lieu of the cash dividends allocable to those preferred units. During 2001, 1,220 Series A
convertible preferred units were converted into 46,355 units. In addition, during 2001, another 442 units were issued in lieu of the cash dividends allocable to those preferred units.

Series B 6.5% Convertible Preferred Units.Each Series B 6.5% convertible preferred unit has a
liquidation value
of $100.00, accrues distributions at the rate of $6.50 annually and is convertible into 2.586 units, subject to adjustment under certain circumstances, when the corresponding series of Simon
Property preferred stock is converted into common stock. Simon Property may redeem the corresponding series of preferred stock on or after September 24, 2003 at a price beginning at 105% of the
liquidation value plus accrued dividends and declining to 100% of the

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liquidation value accrued dividends at any time on or after September 24, 2008. If the corresponding preferred stock is redeemed, the Series B preferred units would also be redeemed.

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

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

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

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.

75

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Notes receivable of $18,297 from former CPI shareholders, which result from securities issued under CPI's executive compensation program, were converted to shares
of stock in Simon Property in connection with the 1998 CPI Merger. Simon Property contributed the notes receivable to us in exchange for units. We recorded the notes receivable as an adjustment to the
partners' capital accounts in the accompanying financial statements. Certain of such notes totaling $648 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 stock is sold.



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 noncontrolling 88% interest in one Property. Simon Property contributed its interest in the Property to us in exchange for 3,617,070 units. The note receivable from Simon Property is
recorded as a reduction of partners' equity.



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, 2002, 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, in
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.

Director Options.The 1998 Plan provides for automatic grants of Options to directors ("Director
Options") of Simon Property
who are not also employees of the Operating Partnership or its affiliates ("Eligible Directors"). Under the 1998 Plan, each Eligible Director is automatically granted Director Options to purchase
5,000 shares upon the director's initial election to the Board of Directors, and upon each reelection, an additional 3,000 Director Options multiplied by the number of calendar years that have
elapsed since such person's last election to the Board of Directors. The exercise price of the options is equal to the fair market value of the shares on the date of grant. Director Options become
vested and exercisable on the first anniversary of the date of grant or at such earlier time as a "change in control" of Simon Property (as defined in the 1998 Plan). Director Options terminate
30 days after the optionee ceases to be a member of the Board of Directors.

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, 2002 a total of
2,676,736 shares of restricted stock, net of forfeitures, have been awarded under the plan. No shares of restricted stock

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were issued under the plan in 2002. Information regarding restricted stock awards are summarized in the following table for each of the years presented:

|                                                    |  | For the Year Ended December 31,
|--------------------------------------------------- |  | -------------------------------
|
|Restricted stock shares awarded, net of forfeitures |  | (21,070                        
|Weighted average grant price                        |  | $0.00                          
|Amortization expense                                |  | $8,957                         

Prior to our change in accounting for stock options as mentioned in Note 3, we accounted for stock-based compensation programs using the
intrinsic value method. This method measures compensation expense as the excess, if any, of the quoted market price of the stock at the grant date over the amount the employee must pay to acquire the
stock. Options granted to Directors in 2002 vest over a twelve-month period. No employee options were granted in 2002. The impact on pro forma net income and earnings per share as a result of applying
the fair value method, as prescribed by SFAS No. 123,Accounting for Stock-Based Compensation, which requires entities to measure compensation
costs measured at the grant date based on the fair value of the award, was not material.

The
fair value of the options at the date of grant was estimated using the Black-Scholes option pricing model with the following assumptions:

|                                       |  | 2002    |   | 2001          |   | 2000          |  
|-------------------------------------- |  | ------- | - | ------------- | - | ------------- | -
|Weighted Average Fair Value per Option |  | $2.78   |   | $1.82         |   | $1.57         |  
|Expected Volatility                    |  | 18.7    | % | 20.45  20.58 | % | 20.00  20.01 | %
|Risk-Free Interest Rate                |  | 4.85    | % | 4.85   5.33  | % | 6.08   6.47  | %
|Dividend Yield                         |  | 6.9     | % | 7.36   7.83  | % | 8.68   7.76  | %
|Expected Life                          |  | 6 Years |   | 10 years      |   | 10 years      |  

The weighted average remaining contract life for options outstanding as of December 31, 2002 was 6.25 years.

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Information relating to Director Options and Employee Options from December 31, 1999 through December 31, 2002 is as follows:

|                                         |  | Director Options |   | Employee Options
|---------------------------------------- |  | ---------------- | - | ----------------
|
|Shares under option at December 31, 1999 |  | 132,080          |   | $25.49          
|                                         |  |                  |   |                 
|Granted                                  |  | 24,000           |   | 26.03           
|Exercised                                |  | (1,360           | ) | 24.63           
|Forfeited                                |  |                 |   | N/A             
|                                         |  |                  |   |                 
|Shares under option at December 31, 2000 |  | 154,720          |   | $25.67          
|                                         |  |                  |   |                 
|Granted                                  |  | 26,000           |   | 26.09           
|Exercised                                |  | (11,000          | ) | 24.93           
|Forfeited                                |  |                 |   | N/A             
|                                         |  |                  |   |                 
|Shares under option at December 31, 2001 |  | 169,720          |   | $25.86          
|                                         |  |                  |   |                 
|Granted                                  |  | 24,000           |   | 33.68           
|Exercised                                |  | (6,360           | ) | 22.29           
|Forfeited                                |  | (9,000           | ) | 27.05           
|                                         |  |                  |   |                 
|Shares under option at December 31, 2002 |  | 178,360          |   | $26.97          
|                                         |  |                  |   |                 
|Exercise price range                     |  |                  |   | $22.25-$33.68   
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2000 |  | 130,720          |   | $25.61          
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2001 |  | 143,720          |   | $25.81          
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2002 |  | 154,360          |   | $25.93          
|                                         |  |                  |   |                 

---

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. At December 31, 2002, Simon Property had reserved 63,746,013 shares for possible issuance upon the
exchange of units.

11.    Commitments and Contingencies



Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al.On or about
November 9, 1999, Triple Five of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America,
certain members of the Simon family and entities allegedly controlled by such individuals, and us. The action was later removed to federal court. Two transactions form the basis of the complaint:
(i) the sale by Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America Company and Minntertainment Company to the Operating
Partnership and related

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entities; and (ii) a financing transaction involving a loan in the amount of $312.0 million obtained from The Chase Manhattan Bank that is secured by a mortgage placed on Mall of
America's assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names
all defendants in several counts, we are specifically identified as a defendant in connection with the sale to Teachers. Although the Complaint seeks unspecified damages, Triple Five has submitted a
report of a purported expert witness that attempts to quantify its damages at between approximately $80 million and $160 million. On August 12, 2002, the court granted in part and
denied in part motions for partial summary judgment filed by the parties. The parties are currently filing pretrial motions and no trial date has been set. Given that the case is still in the
pre-trial stage, it is not possible to provide an assurance of the ultimate outcome of the litigation or an estimate of the amount or range of potential loss, if any. We believe that the
Triple Five litigation will not have a material adverse effect on our financial position or results of operations. In connection with the financing, the Operating Partnership agreed to indemnify the
mortgage loan lenders and other nonparties to the litigation for certain costs, including litigation expenses and damages.

Carlo Agostinelli et al. v. DeBartolo Realty Corp. et al.On October 16, 1996, a complaint was filed by 27
former
employees of DeBartolo Realty Corporation and DeBartolo Properties Management, Inc. in the Court of Common Pleas of Mahoning County, Ohio, captioned Carlo Agostinelli et al. v. DeBartolo Realty
Corp. et al., Case
No. 96CV02607 for an alleged breach of contract related to DRC's Stock Incentive Plan. Our liability with respect to this the litigation was discharged in exchange for our payment of
$14 million less applicable withholding for taxes. The final settlement resulted in an additional $3.1 million of expense and has been included in other expense in the accompanying
consolidated statement of operations and comprehensive income.

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



As of December 31, 2002, a total of 34 of the consolidated Properties are subject to ground leases. The termination dates of these ground leases range from
2003 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 as follows:

| |  | For the year ended December 31, |  |        
| |  | ------------------------------- |  | -------
|
| |  | $13,976                         |  | $13,786

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

|2003       |  | $8,023  
|---------- |  | --------
|2004       |  | 7,560   
|2005       |  | 7,596   
|2006       |  | 7,707   
|2007       |  | 7,761   
|Thereafter |  | 505,994 
|           |  |         
|           |  | $544,641
|           |  |         

79

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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. We have two separate terrorism insurance programs, one for Mall of America and a second covering all other
Properties. Each program covers both domestic and foreign acts of terrorism and has a separate $300 million policy aggregate limit in total. The policies also provide for a guaranteed aggregate
reinstatement provision in case of a second loss from a covered terrorist act. These programs are in place through the remainder of 2003. We believe we are in compliance with all insurance provisions
of our debt agreements regarding insurance coverage.



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, 2002, we have guaranteed or have provided letters of credit to support $60.1 million of our total $2.3 billion share of joint venture mortgage and other indebtedness.
In January 2003, we were released from obligation under one of the guarantees for $15.7 million.



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.



On September 30, 1999, we entered into multi-year agreements with affiliates of Enron Corporation, for Enron Corporation to supply or manage
all of the energy commodity requirements for the wholly-owned Properties and to provide certain services in connection with our tenant electricity redistribution program. Subsequently, many of our
joint venture Properties entered into similar agreements. The agreements included electricity, natural gas and maintenance of energy conversion assets and electrical systems including lighting. As a
result of Enron Corporation's December 2001 bankruptcy filing and ensuing failure to perform under the agreements, we assumed control over the management of our energy assets throughout the
Portfolio. This includes the purchase and payment of utilities, tenant billings for utilities and maintenance and repair of energy assets. There has been no service interruption to our Properties or
tenants. We recover the majority of these costs and expenses from our tenants. On August 29, 2002, the United States Bankruptcy Court for the Southern District of New York entered an order
approving the terms of a negotiated settlement of all claims existing between our wholly owned and joint venture Properties, and Enron Corporation. As a result, all parties have been legally relieved
of performance under the agreements. In addition, as part of this settlement, we received cash of $6.8 million as collections on receivables, $3.5 million as a cash settlement payment,
and we reimbursed Enron Corporation $6.5 million for energy efficient capital equipment installed at our Properties. Finally, after reaching the negotiated settlement for both our and Enron
Corporation's pre and post petition claims, and recognizing the unamortized portion of deferred revenue from a rate restructure agreement in 2001, we recorded $8.6 million of revenue, net, that
is included in other income in the accompanying statement of operations and comprehensive income.

80

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On December 5, 2002, Simon Property Acquisitions, Inc., a wholly-owned subsidiary of Simon Property, commenced a tender offer to acquire all of the
outstanding shares of Taubman Centers, Inc. at a price of $18.00 per share in cash. On January 15, 2003, Westfield America, Inc., the U.S. subsidiary of Westfield America Trust,
joined Simon Property's tender offer and they jointly increased the tender offer to $20.00 per share net to the seller in cash. As of February 14, 2003, a total of 44,135,107 of the 52,207,756
common shares outstanding of Taubman Centers, Inc., were tendered into the offer. The expiration date of the tender offer has been extended to March 28, 2003. Under the terms of our
partnership agreement, we pay the operating expenses of Simon Property. As a result, we have deferred approximately $4.0 million, net, in acquisition costs related to this acquisition. If Simon
Property is unsuccessful in its efforts, then these costs will be expensed.

12.    Related Party Transactions

On April 1, 2001, we became the managing general partner of SPG Administrative Services Partnership L.P. ("ASP"). In addition, we acquired an additional
24% partnership interest in ASP from the Management Company. Prior to acquiring the additional interest, ASP was recapitalized with $29.1 million from the Management Company, which was funded
through the our note receivable from the Management Company, and $0.2 million which was
funded through a reduction of ASP's note payable with us. We control ASP as a result of the transactions and ASP has been consolidated in our results since April 1, 2001. ASP was previously
consolidated as part of the Management Company. The change in control and consolidation of ASP will not have a material impact on our results of operations and the other aspects of the transaction
were not material. ASP employs the majority of our employees and was organized to provide services for the Management Company and its affiliates as well as multiple entities controlled by us.

On
December 28, 2000, Montgomery Ward LLC and certain of its related entities ("Ward") filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. On
March 1, 2001, Kimco Realty Corporation led the formation of a limited liability company, Kimsward LLC ("Kimsward"). Kimsward acquired the right from the Bankruptcy Court to designate persons
or entities to whom the Ward real estate assets were to be sold. The Management Company's interest in Kimsward was 18.5%. During 2001 the Management Company recorded $18.3 million of equity in
income from Kimsward. In addition, we charged the Management Company a $5.7 million fee for services rendered to the Management Company in connection with the Kimsward transactions, which is
included in other income in the accompanying statements of operations. The Management Company recorded $1.4 million of equity in income, before tax for the year ended December 31, 2002.
The remaining investment in Kimsward at December 31, 2002 is not material

13.    New Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical
Corrections." Among other items, SFAS No. 145 rescinds SFAS No. 4, "Reporting of Gains and Losses from Extinguishment of Debt" and "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements." As a result, gains and losses from extinguishment of debt should be classified as extraordinary items only if they meet the criteria of APB Opinion
No. 30. Debt extinguishments as part of a company's risk management strategy would not meet the criteria for classification as extraordinary items. The effects of this pronouncement will result
in future gains and losses related to debt transactions to be classified in income from continuing operations. In addition, we are required to reclassify all of the extraordinary items related to debt
transactions recorded in prior periods, including those recorded in the current period, to income from continuing operations. SFAS No. 145 is effective for fiscal years beginning after
May 15, 2002 and early application is encouraged.

81

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14.    Quarterly Financial Data (Unaudited)

Consolidated summarized quarterly 2002 and 2001 data is as follows:

|2002                                                                                                |  | First
Quarter |  | Second
Quarter |     | Third
Quarter |     | Fourth
Quarter
|--------------------------------------------------------------------------------------------------- |  | ------------- |  | -------------- | --- | ------------- | --- | --------------
|Total revenue                                                                                       |  | $491,608      |  | $513,768       |     | $547,702      |     | $618,682      
|Operating income                                                                                    |  | 201,516       |  | 221,278        |     | 229,495       |     | 285,256       
|Income before extraordinary items and cumulative effect of accounting change                        |  | 60,492        |  | 238,663        | (1) | 97,443        |     | 147,211       
|Net income available to unitholders                                                                 |  | 41,158        |  | 235,631        |     | 77,103        |     | 128,683       
|Net income before extraordinary items and cumulative effect of accounting change per unit  Basic   |  | $0.17         |  | $0.93          |     | $0.32         |     | $0.52         
|Net income per unit  Basic                                                                         |  | $0.17         |  | $1.00          |     | $0.31         |     | $0.52         
|Net income before extraordinary items and cumulative effect of accounting change per unit  Diluted |  | $0.17         |  | $0.91          |     | $0.32         |     | $0.52         
|Net income per unit  Diluted                                                                       |  | $0.17         |  | $0.97          |     | $0.31         |     | $0.52         
|Weighted Average units Outstanding                                                                  |  | 236,167,366   |  | 236,585,501    |     | 247,608,832   | (2) | 247,614,261   
|Diluted Weighted Average units Outstanding                                                          |  | 236,750,084   |  | 251,608,025    |     | 248,338,285   |     | 248,269,208   

|2001                                                                                                              |  | First
Quarter |  | Second
Quarter |  | Third
Quarter |  | Fourth
Quarter |    
|----------------------------------------------------------------------------------------------------------------- |  | ------------- |  | -------------- |  | ------------- |  | -------------- | ---
|Total revenue                                                                                                     |  | $487,209      |  | $484,569       |  | $496,447      |  | $565,085       |    
|Operating income                                                                                                  |  | 208,433       |  | 208,947        |  | 214,698       |  | 199,903        | (3)
|Income before extraordinary items and cumulative effect of accounting change                                      |  | 62,724        |  | 69,803         |  | 69,884        |  | 78,622         |    
|Net income available to unitholders                                                                               |  | 41,630        |  | 50,457         |  | 50,330        |  | 59,634         |    
|Net income before extraordinary items and cumulative effect of accounting change per unit  Basic and Diluted (1) |  | $0.19         |  | $0.21          |  | $0.21         |  | $0.25          |    
|Net income per unit  Basic and Diluted (1)                                                                       |  | $0.18         |  | $0.21          |  | $0.21         |  | $0.25          |    
|Weighted Average units Outstanding                                                                                |  | 235,271,163   |  | 235,708,099    |  | 235,964,645   |  | 236,045,560    |    
|Diluted Weighted Average units Outstanding                                                                        |  | 235,448,117   |  | 236,027,715    |  | 236,249,803   |  | 236,325,629    |    

---

82

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SIGNATURES

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

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

March 31, 2003

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 31, 2003
|/s/HERBERT SIMONHerbert Simon             |  | Co-Chairman of the Board of Directors                              |  | March 31, 2003
|/s/MELVIN SIMONMelvin Simon               |  | Co-Chairman of the Board of Directors                              |  | March 31, 2003
|/s/HANS C. MAUTNERHans C. Mautner         |  | Vice Chairman of the Board of Directors                            |  | March 31, 2003
|/s/RICHARD SOKOLOVRichard Sokolov         |  | President, Chief Operating Officer
and Director                    |  | March 31, 2003
|/s/MELVYN E. BERGSTEINMelvyn E. Bergstein |  | Director                                                           |  | March 31, 2003
|/s/BIRCH BAYHBirch Bayh                   |  | Director                                                           |  | March 31, 2003
|                                          |  |                                                                    |  |               

83

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|/s/PIETER S. VAN DEN BERGPieter S. van den Berg     |  | Director                                                                           |  | March 31, 2003
|--------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|/s/G. WILLIAM MILLERG. William Miller               |  | Director                                                                           |  | March 31, 2003
|/s/FREDRICK W. PETRIFredrick W. Petri               |  | Director                                                                           |  | March 31, 2003
|/s/J. ALBERT SMITHJ. Albert Smith                   |  | Director                                                                           |  | March 31, 2003
|/s/PHILIP J. WARDPhilip J. Ward                     |  | Director                                                                           |  | March 31, 2003
|/s/M. DENISE DEBARTOLO YORKM. Denise DeBartolo York |  | Director                                                                           |  | March 31, 2003
|/s/STEPHEN E. STERRETTStephen E. Sterrett           |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |  | March 31, 2003
|/s/JOHN DAHLJohn Dahl                               |  | Senior Vice President (Principal Accounting Officer)                               |  | March 31, 2003

84

---

CERTIFICATIONS



|Date:    March 31, 2003 |  | /s/DAVID SIMONDavid Simon,
Chief Executive Officer
of Simon Property Group, Inc.,
General Partner of
Simon Property Group, L.P.
|----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------

85

---



|Date:    March 31, 2003 |  | /s/STEPHEN E. STERRETTStephen E. Sterrett,
Executive Vice President
and Chief Financial Officer
of Simon Property Group, Inc.,
General Partner of
Simon Property Group, L.P.
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

86

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REPORT OF INDEPENDENT AUDITORS ON SCHEDULE

To
Simon Property Group, Inc.:

We
have audited the consolidated financial statements of Simon Property Group, L.P. and subsidiaries as of December 31, 2002, and for the year then ended, and have issued
our report thereon dated February 6, 2003 (included elsewhere in this Form 10-K). Our audit also included "Schedule III: Real Estate and Accumulated Depreciation" as of
December 31, 2002, for Simon Property Group, L.P. included in the Form 10-K. This schedule is the responsibility of the Company's management. Our responsibility is to express an
opinion based on our audit.

In
our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

|                                       |  | ERNST & YOUNG LLP
|-------------------------------------- |  | -----------------
|Indianapolis, Indiana
February 6, 2003 |  |                  

87

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SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2002
(Dollars in thousands)

|                                                           |  |   |         | Initial Cost (Note 3) |   | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At Which Carried At Close of Period |         |  |   |      
|---------------------------------------------------------- |  | - | ------- | --------------------- | - | ------------------------------------------ |  | ------------------------------------------------- | ------- |  | - | -----
|
|Regional Malls                                             |  |   |         |                       |   |                                            |  |                                                   |         |  |   |      
|Alton Square, Alton, IL                                    |  | $ | 0       |                       | $ | 154                                        |  | $                                                 | 7,641   |  | $ | 0    
|Anderson Mall, Anderson, SC                                |  |   | 30,097  |                       |   | 1,712                                      |  |                                                   | 18,072  |  |   | 1,363
|Arsenal Mall, Watertown, MA                                |  |   | 35,357  |                       |   | 15,505                                     |  |                                                   | 47,680  |  |   | 0    
|Aurora Mall, Aurora, CO                                    |  |   | 0       |                       |   | 11,400                                     |  |                                                   | 55,692  |  |   | 6    
|Barton Creek Square, Austin, TX                            |  |   | 0       |                       |   | 3,540                                      |  |                                                   | 20,699  |  |   | 7,983
|Battlefield Mall, Springfield, MO                          |  |   | 86,541  |                       |   | 3,919                                      |  |                                                   | 27,310  |  |   | 3,225
|Bay Park Square, Green Bay, WI                             |  |   | 24,606  |                       |   | 6,775                                      |  |                                                   | 25,623  |  |   | 4,133
|Bergen Mall, Paramus, NJ                                   |  |   | 0       |                       |   | 10,852                                     |  |                                                   | 92,893  |  |   | 0    
|Biltmore Square, Asheville, NC                             |  |   | 26,000  |                       |   | 6,641                                      |  |                                                   | 23,582  |  |   | 0    
|Bowie Town Center, Bowie, MD                               |  |   | 52,605  |                       |   | 2,710                                      |  |                                                   | 65,044  |  |   | 235  
|Boynton Beach Mall, Boynton Beach, FL                      |  |   | 0       |                       |   | 22,240                                     |  |                                                   | 79,226  |  |   | 0    
|Brea Mall, Brea, CA                                        |  |   | 0       |                       |   | 39,500                                     |  |                                                   | 209,202 |  |   | 0    
|Broadway Square, Tyler, TX                                 |  |   | 0       |                       |   | 11,470                                     |  |                                                   | 32,439  |  |   | 0    
|Brunswick Square, Brunswick, NJ                            |  |   | 45,000  |                       |   | 8,436                                      |  |                                                   | 55,838  |  |   | 0    
|Burlington Mall, Burlington, MA                            |  |   | 0       |                       |   | 46,600                                     |  |                                                   | 303,618 |  |   | 0    
|Castleton Square, Indianapolis, IN                         |  |   | 0       |                       |   | 27,108                                     |  |                                                   | 98,287  |  |   | 2,500
|Century III Mall, Pittsburgh, PA                           |  |   | 88,844  |                       |   | 17,251                                     |  |                                                   | 117,822 |  |   | 10   
|Charlottesville Fashion Square, Charlottesville, VA        |  |   | 0       |                       |   | 0                                          |  |                                                   | 54,738  |  |   | 0    
|Chautauqua Mall, Lakewood, NY                              |  |   | 0       |                       |   | 3,257                                      |  |                                                   | 9,641   |  |   | 0    
|Cheltenham Square, Philadelphia, PA                        |  |   | 33,892  |                       |   | 14,227                                     |  |                                                   | 43,699  |  |   | 0    
|Chesapeake Square, Chesapeake, VA                          |  |   | 47,000  |                       |   | 11,534                                     |  |                                                   | 70,461  |  |   | 0    
|Cielo Vista Mall, El Paso, TX                              |  |   | 90,158  |                       |   | 1,307                                      |  |                                                   | 18,512  |  |   | 608  
|College Mall, Bloomington, IN                              |  |   | 49,729  |                       |   | 1,012                                      |  |                                                   | 16,245  |  |   | 722  
|Columbia Center, Kennewick, WA                             |  |   | 0       |                       |   | 18,285                                     |  |                                                   | 66,580  |  |   | 0    
|Coral Square, Coral Springs, FL                            |  |   | 89,855  |                       |   | 13,556                                     |  |                                                   | 93,720  |  |   | 0    
|Cordova Mall, Pensacola, FL                                |  |   | 0       |                       |   | 18,633                                     |  |                                                   | 75,880  |  |   | 0    
|Cottonwood Mall, Albuquerque, NM                           |  |   | 0       |                       |   | 11,585                                     |  |                                                   | 68,958  |  |   | 0    
|Crossroads Mall, Omaha, NE                                 |  |   | 44,622  |                       |   | 881                                        |  |                                                   | 37,263  |  |   | 409  
|Crystal River Mall, Crystal River, FL                      |  |   | 16,018  |                       |   | 5,661                                      |  |                                                   | 20,241  |  |   | 0    
|DeSoto Square, Bradenton, FL                               |  |   | 38,501  |                       |   | 9,380                                      |  |                                                   | 52,716  |  |   | 0    
|Eastern Hills Mall, Williamsville, NY                      |  |   | 0       |                       |   | 15,327                                     |  |                                                   | 47,604  |  |   | 12   
|Eastland Mall, Tulsa, OK                                   |  |   | 0       |                       |   | 3,124                                      |  |                                                   | 24,035  |  |   | 518  
|Edison Mall, Fort Myers, FL                                |  |   | 0       |                       |   | 11,529                                     |  |                                                   | 107,381 |  |   | 0    
|Fashion Mall at Keystone at the Crossing, Indianapolis, IN |  |   | 61,373  |                       |   | 0                                          |  |                                                   | 120,579 |  |   | 0    
|Forest Mall, Fond Du Lac, WI                               |  |   | 17,869  |                       |   | 728                                        |  |                                                   | 4,498   |  |   | 0    
|Forest Village Park, Forestville, MD                       |  |   | 0       |                       |   | 1,212                                      |  |                                                   | 4,625   |  |   | 757  
|The Forum Shops at Caesars, Las Vegas, NV                  |  |   | 175,000 |                       |   | 0                                          |  |                                                   | 72,866  |  |   | 0    

88

---

SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2002
(Dollars in thousands)

|                                            |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At Which Carried At Close of Period |  |         |  |       
|------------------------------------------- |  | ------- |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------- |  | ------
|
|Great Lakes Mall, Mentor, OH                |  | 0       |  | 12,498                |  | 100,362                                    |  | 432                                               |  | 7,673   |  | 12,930
|Greenwood Park Mall, Greenwood, IN          |  | 91,206  |  | 2,559                 |  | 23,445                                     |  | 5,277                                             |  | 59,864  |  | 7,836 
|Gulf View Square, Port Richey, FL           |  | 35,050  |  | 13,690                |  | 39,997                                     |  | 0                                                 |  | 10,918  |  | 13,690
|Haywood Mall, Greenville, SC                |  | 0       |  | 11,604                |  | 133,893                                    |  | 6                                                 |  | 1,324   |  | 11,610
|Heritage Park, Midwest City, OK             |  | 0       |  | 598                   |  | 6,213                                      |  | 0                                                 |  | 1,726   |  | 598   
|Hutchinson Mall, Hutchinson, KS             |  | 0       |  | 1,412                 |  | 18,411                                     |  | 0                                                 |  | 2,858   |  | 1,412 
|Independence Center, Independence, MO       |  | 0       |  | 5,042                 |  | 45,822                                     |  | 2                                                 |  | 20,402  |  | 5,044 
|Ingram Park Mall, San Antonio, TX           |  | 83,273  |  | 764                   |  | 17,163                                     |  | 169                                               |  | 15,833  |  | 933   
|Irving Mall, Irving, TX                     |  | 0       |  | 6,737                 |  | 17,479                                     |  | 2,533                                             |  | 26,174  |  | 9,270 
|Jefferson Valley Mall, Yorktown Heights, NY |  | 60,000  |  | 4,868                 |  | 30,304                                     |  | 0                                                 |  | 18,040  |  | 4,868 
|Knoxville Center, Knoxville, TN             |  | 63,059  |  | 5,006                 |  | 21,965                                     |  | 3,712                                             |  | 34,766  |  | 8,718 
|La Plaza, McAllen, TX                       |  | 0       |  | 1,375                 |  | 9,828                                      |  | 6,569                                             |  | 30,637  |  | 7,944 
|Lafayette Square, Indianapolis, IN          |  | 0       |  | 14,251                |  | 54,589                                     |  | 0                                                 |  | 11,909  |  | 14,251
|Laguna Hills Mall, Laguna Hills, CA         |  | 0       |  | 28,074                |  | 55,689                                     |  | 0                                                 |  | 5,141   |  | 28,074
|Lakeline Mall, N. Austin, TX                |  | 69,563  |  | 10,383                |  | 81,568                                     |  | 14                                                |  | 1,174   |  | 10,397
|Lenox Square, Atlanta, GA                   |  | 0       |  | 38,213                |  | 492,411                                    |  | 0                                                 |  | 5,201   |  | 38,213
|Lima Mall, Lima, OH                         |  | 0       |  | 7,910                 |  | 35,495                                     |  | 0                                                 |  | 7,601   |  | 7,910 
|Lincolnwood Town Center, Lincolnwood, IL    |  | 0       |  | 9,083                 |  | 63,490                                     |  | 28                                                |  | 7,086   |  | 9,111 
|Livingston Mall, Livingston, NJ             |  | 0       |  | 30,200                |  | 105,250                                    |  | 0                                                 |  | 6,480   |  | 30,200
|Longview Mall, Longview, TX                 |  | 33,441  |  | 270                   |  | 3,602                                      |  | 124                                               |  | 7,062   |  | 394   
|Maplewood Mall, Minneapolis, MN             |  |         |  | 19,379                |  | 83,477                                     |  | 0                                                 |  | 185     |  | 19,379
|Markland Mall, Kokomo, IN                   |  | 23,659  |  | 0                     |  | 7,568                                      |  | 0                                                 |  | 5,303   |  | 0     
|Mc Cain Mall, N. Little Rock, AR            |  | 41,444  |  | 0                     |  | 9,515                                      |  | 0                                                 |  | 9,044   |  | 0     
|Melbourne Square, Melbourne, FL             |  | 37,228  |  | 15,762                |  | 55,891                                     |  | 0                                                 |  | 6,677   |  | 15,762
|Memorial Mall, Sheboygan, WI                |  | 0       |  | 175                   |  | 4,881                                      |  | 0                                                 |  | 3,510   |  | 175   
|Menlo Park Mall, Edison, NJ                 |  | 0       |  | 65,684                |  | 223,252                                    |  | 0                                                 |  | 18,717  |  | 65,684
|Midland Park Mall, Midland, TX              |  | 34,540  |  | 687                   |  | 9,213                                      |  | 0                                                 |  | 9,521   |  | 687   
|Miller Hill Mall, Duluth, MN                |  | 0       |  | 2,537                 |  | 18,113                                     |  | 0                                                 |  | 20,647  |  | 2,537 
|Mounds Mall, Anderson, IN                   |  | 0       |  | 0                     |  | 2,689                                      |  | 0                                                 |  | 1,716   |  | 0     
|Muncie Mall, Muncie, IN                     |  | 0       |  | 172                   |  | 5,850                                      |  | 52                                                |  | 23,381  |  | 224   
|Nanuet Mall, Nanuet, NY                     |  | 0       |  | 27,548                |  | 162,993                                    |  | 0                                                 |  | 1,717   |  | 27,548
|North East Mall, Hurst, TX                  |  | 140,000 |  | 1,347                 |  | 13,473                                     |  | 16,683                                            |  | 139,838 |  | 18,030
|Northgate Mall, Seattle, WA                 |  | 0       |  | 28,626                |  | 115,314                                    |  | 0                                                 |  | 22,753  |  | 28,626
|Northlake Mall, Atlanta, GA                 |  | 72,746  |  | 33,400                |  | 98,035                                     |  | 0                                                 |  | 1,425   |  | 33,400
|Northwoods Mall, Peoria, IL                 |  | 0       |  | 1,200                 |  | 12,779                                     |  | 1,449                                             |  | 28,765  |  | 2,649 
|Oak Court Mall, Memphis, TN                 |  | 0       |  | 15,673                |  | 57,304                                     |  | 0                                                 |  | 3,903   |  | 15,673
|Orange Park Mall, Jacksonville, FL          |  | 0       |  | 13,345                |  | 65,121                                     |  | 0                                                 |  | 17,772  |  | 13,345
|Orland Square, Orland Park, IL              |  | 0       |  | 36,770                |  | 129,906                                    |  | 0                                                 |  | 10,327  |  | 36,770

89

---

SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2002
(Dollars in thousands)

|                                               |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At Which Carried At Close of Period |  |         |  |        
|---------------------------------------------- |  | ------- |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------- |  | -------
|
|Paddock Mall, Ocala, FL                        |  | 27,876  |  | 11,198                |  | 39,712                                     |  | 0                                                 |  | 6,281   |  | 11,198 
|Palm Beach Mall, West Palm Beach, FL           |  | 55,253  |  | 11,962                |  | 112,741                                    |  | 0                                                 |  | 36,372  |  | 11,962 
|Penn Square Mall, Oklahoma City, OK            |  | 72,208  |  | 2,043                 |  | 161,639                                    |  | 0                                                 |  | 3,634   |  | 2,043  
|Phipps Plaza, Atlanta, GA                      |  | 0       |  | 19,200                |  | 210,610                                    |  | 0                                                 |  | 6,173   |  | 19,200 
|Port Charlotte Town Center,
Port Charlotte, FL |  | 53,250  |  | 5,561                 |  | 59,381                                     |  | 0                                                 |  | 10,687  |  | 5,561  
|Prien Lake Mall, Lake Charles, LA              |  | 0       |  | 1,842                 |  | 2,813                                      |  | 3,091                                             |  | 34,499  |  | 4,933  
|Raleigh Springs Mall, Memphis, TN              |  | 11,000  |  | 9,137                 |  | 28,604                                     |  | 0                                                 |  | 12,185  |  | 9,137  
|Richardson Square, Dallas, TX                  |  | 0       |  | 4,699                 |  | 6,329                                      |  | 1,268                                             |  | 11,741  |  | 5,967  
|Richmond Square, Richmond, IN                  |  | 0       |  | 3,410                 |  | 11,343                                     |  | 0                                                 |  | 9,655   |  | 3,410  
|Richmond Town Square,                          |  |         |  |                       |  |                                            |  |                                                   |  |         |  |        
|Richmond Heights, OH                           |  | 48,515  |  | 2,615                 |  | 12,112                                     |  | 0                                                 |  | 60,777  |  | 2,615  
|River Oaks Center, Calumet City, IL            |  | 0       |  | 30,884                |  | 101,224                                    |  | 0                                                 |  | 6,457   |  | 30,884 
|Rockaway Townsquare, Rockaway, NJ              |  | 0       |  | 49,186                |  | 212,257                                    |  | 0                                                 |  | 5,949   |  | 49,186 
|Rolling Oaks Mall, San Antonio, TX             |  | 0       |  | 2,577                 |  | 38,609                                     |  | 0                                                 |  | 1,123   |  | 2,577  
|Roosevelt Field, Garden City, NY               |  | 0       |  | 165,006               |  | 702,008                                    |  | 2,117                                             |  | 10,514  |  | 167,123
|Ross Park Mall, Pittsburgh, PA                 |  | 0       |  | 23,350                |  | 90,394                                     |  | 0                                                 |  | 24,356  |  | 23,350 
|Santa Rosa Plaza, Santa Rosa, CA               |  | 0       |  | 10,400                |  | 87,864                                     |  | 0                                                 |  | 3,431   |  | 10,400 
|Shops at Mission Viejo Mall,
Mission Viejo, CA |  | 151,299 |  | 9,139                 |  | 54,445                                     |  | 7,491                                             |  | 143,921 |  | 16,630 
|South Hills Village, Pittsburgh, PA            |  | 0       |  | 23,453                |  | 125,840                                    |  | 0                                                 |  | 5,517   |  | 23,453 
|South Park Mall, Shreveport, LA                |  | 0       |  | 855                   |  | 13,684                                     |  | 74                                                |  | 729     |  | 929    
|South Shore Plaza, Braintree, MA               |  | 0       |  | 101,200               |  | 301,495                                    |  | 0                                                 |  | 6,381   |  | 101,200
|Southern Park Mall, Youngstown, OH             |  | 0       |  | 16,982                |  | 77,767                                     |  | 97                                                |  | 18,256  |  | 17,079 
|Southgate Mall, Yuma, AZ                       |  | 0       |  | 1,817                 |  | 7,974                                      |  | 0                                                 |  | 3,501   |  | 1,817  
|SouthPark Mall, Charlotte, NC                  |  | 0       |  | 32,170                |  | 193,686                                    |  | 100                                               |  | 42,254  |  | 32,270 
|St Charles Towne Center Waldorf, MD            |  | 0       |  | 7,710                 |  | 52,974                                     |  | 1,180                                             |  | 12,421  |  | 8,890  
|Summit Mall, Akron, OH                         |  | 0       |  | 15,374                |  | 51,137                                     |  | 0                                                 |  | 16,182  |  | 15,374 
|Sunland Park Mall, El Paso, TX                 |  | 37,766  |  | 2,896                 |  | 28,900                                     |  | 0                                                 |  | 4,721   |  | 2,896  
|Tacoma Mall, Tacoma, WA                        |  | 133,391 |  | 38,662                |  | 125,826                                    |  | 0                                                 |  | 20,196  |  | 38,662 
|Tippecanoe Mall, Lafayette, IN                 |  | 58,021  |  | 4,187                 |  | 8,474                                      |  | 5,517                                             |  | 35,316  |  | 9,704  
|Town Center at Boca Raton Boca Raton, FL       |  | 0       |  | 64,200                |  | 307,511                                    |  | 0                                                 |  | 60,246  |  | 64,200 
|Towne East Square, Wichita, KS                 |  | 74,469  |  | 9,495                 |  | 18,479                                     |  | 2,042                                             |  | 21,638  |  | 11,537 
|Towne West Square, Wichita, KS                 |  | 54,509  |  | 972                   |  | 21,203                                     |  | 76                                                |  | 7,644   |  | 1,048  
|Treasure Coast Square, Jensen Beach, FL        |  | 61,990  |  | 11,124                |  | 73,108                                     |  | 3,067                                             |  | 16,538  |  | 14,191 
|Trolley Square, Salt Lake City, UT             |  | 29,336  |  | 4,827                 |  | 27,512                                     |  | 435                                               |  | 10,014  |  | 5,262  
|Tyrone Square, St. Petersburg, FL              |  | 0       |  | 15,638                |  | 120,962                                    |  | 0                                                 |  | 14,354  |  | 15,638 
|University Mall, Little Rock, AR               |  | 0       |  | 123                   |  | 17,411                                     |  | 0                                                 |  | 1,040   |  | 123    
|University Mall, Pensacola, FL                 |  | 0       |  | 4,741                 |  | 26,657                                     |  | 0                                                 |  | 4,210   |  | 4,741  

90

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SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2002
(Dollars in thousands)

|                                            |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At Which Carried At Close of Period |  |        |  |       
|------------------------------------------- |  | ------ |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------ |  | ------
|
|University Park Mall, Mishawaka, IN         |  | 59,365 |  | 15,105                |  | 61,283                                     |  | 0                                                 |  | 13,794 |  | 15,105
|Upper Valley Mall, Springfield, OH          |  | 30,638 |  | 8,421                 |  | 38,745                                     |  | 0                                                 |  | 3,089  |  | 8,421 
|Valle Vista Mall, Harlingen, TX             |  | 39,801 |  | 1,398                 |  | 17,159                                     |  | 372                                               |  | 10,004 |  | 1,770 
|Virginia Center Commons, Richmond, VA       |  | 0      |  | 9,764                 |  | 50,547                                     |  | 4,149                                             |  | 6,246  |  | 13,913
|Walt Whitman Mall, Huntington Station, NY   |  | 0      |  | 51,700                |  | 111,170                                    |  | 3,789                                             |  | 29,556 |  | 55,489
|Washington Square, Indianapolis, IN         |  | 33,214 |  | 20,146                |  | 41,248                                     |  | 0                                                 |  | 8,664  |  | 20,146
|West Ridge Mall, Topeka, KS                 |  | 43,856 |  | 5,563                 |  | 34,132                                     |  | 197                                               |  | 6,936  |  | 5,760 
|Westminster Mall, Westminster, CA           |  | 0      |  | 43,464                |  | 84,709                                     |  | 0                                                 |  | 10,759 |  | 43,464
|White Oaks Mall, Springfield, IL            |  | 48,563 |  | 3,024                 |  | 35,692                                     |  | 1,153                                             |  | 16,783 |  | 4,177 
|Wolfchase Galleria, Memphis, TN             |  | 75,496 |  | 16,470                |  | 128,909                                    |  | 0                                                 |  | 784    |  | 16,470
|Woodville Mall, Northwood, OH               |  | 0      |  | 1,831                 |  | 4,244                                      |  | 0                                                 |  | 1,622  |  | 1,831 
|Community Shopping Centers                  |  |        |  |                       |  |                                            |  |                                                   |  |        |  |       
|Arboretum, The, Austin, TX                  |  | 34,000 |  | 7,640                 |  | 36,778                                     |  | 71                                                |  | 6,149  |  | 7,711 
|Bloomingdale Court, Bloomingdale, IL        |  | 29,026 |  | 8,748                 |  | 26,184                                     |  | 0                                                 |  | 3,325  |  | 8,748 
|Boardman Plaza, Youngstown, OH              |  | 18,098 |  | 8,189                 |  | 26,355                                     |  | 0                                                 |  | 5,613  |  | 8,189 
|Bridgeview Court, Bridgeview, IL            |  | 0      |  | 290                   |  | 3,638                                      |  | 0                                                 |  | 830    |  | 290   
|Brightwood Plaza, Indianapolis, IN          |  | 0      |  | 65                    |  | 128                                        |  | 0                                                 |  | 283    |  | 65    
|Celina Plaza, El Paso, TX                   |  | 0      |  | 138                   |  | 815                                        |  | 0                                                 |  | 103    |  | 138   
|Charles Towne Square, Charleston, SC        |  | 0      |  | 418                   |  | 1,768                                      |  | 425                                               |  | 11,136 |  | 843   
|Chesapeake Center, Chesapeake, VA           |  | 6,563  |  | 5,352                 |  | 12,279                                     |  | 0                                                 |  | 119    |  | 5,352 
|Countryside Plaza, Countryside, IL          |  | 0      |  | 1,243                 |  | 8,507                                      |  | 0                                                 |  | 807    |  | 1,243 
|Eastland Plaza, Tulsa, OK                   |  | 0      |  | 908                   |  | 3,680                                      |  | 0                                                 |  | 47     |  | 908   
|Forest Plaza, Rockford, IL                  |  | 15,920 |  | 4,187                 |  | 16,818                                     |  | 453                                               |  | 1,514  |  | 4,640 
|Fox River Plaza, Elgin, IL                  |  | 0      |  | 2,908                 |  | 4,042                                      |  | 0                                                 |  | 250    |  | 2,908 
|Great Lakes Plaza, Mentor, OH               |  | 0      |  | 1,028                 |  | 2,025                                      |  | 0                                                 |  | 3,616  |  | 1,028 
|Greenwood Plus, Greenwood, IN               |  | 0      |  | 1,131                 |  | 1,792                                      |  | 0                                                 |  | 3,718  |  | 1,131 
|Griffith Park Plaza, Griffith, IN           |  | 0      |  | 0                     |  | 2,412                                      |  | 0                                                 |  | 249    |  | 0     
|Grove at Lakeland Square,
The, Lakeland, FL |  | 3,750  |  | 5,237                 |  | 6,016                                      |  | 0                                                 |  | 1,017  |  | 5,237 
|Highland Lakes Center, Orlando, FL          |  | 16,471 |  | 7,138                 |  | 25,284                                     |  | 0                                                 |  | 598    |  | 7,138 
|Ingram Plaza, San Antonio, TX               |  | 0      |  | 421                   |  | 1,802                                      |  | 4                                                 |  | 21     |  | 425   
|Keystone Shoppes, Indianapolis, IN          |  | 0      |  | 0                     |  | 4,232                                      |  | 0                                                 |  | 876    |  | 0     
|Knoxville Commons, Knoxville, TN            |  | 0      |  | 3,731                 |  | 5,345                                      |  | 0                                                 |  | 1,710  |  | 3,731 
|Lake Plaza, Waukegan, IL                    |  | 0      |  | 2,577                 |  | 6,420                                      |  | 0                                                 |  | 597    |  | 2,577 
|Lake View Plaza, Orland Park, IL            |  | 21,163 |  | 4,775                 |  | 17,543                                     |  | 0                                                 |  | 8,005  |  | 4,775 
|Lakeline Plaza, Austin, TX                  |  | 23,202 |  | 4,867                 |  | 25,732                                     |  | 0                                                 |  | 6,555  |  | 4,867 
|Lima Center, Lima, OH                       |  | 0      |  | 1,808                 |  | 5,151                                      |  | 0                                                 |  | 4,177  |  | 1,808 
|Lincoln Crossing, O'Fallon, IL              |  | 3,204  |  | 827                   |  | 2,692                                      |  | 0                                                 |  | 349    |  | 827   
|Mainland Crossing, Galveston, TX            |  | 0      |  | 1,609                 |  | 1,737                                      |  | 0                                                 |  | 176    |  | 1,609 
|Markland Plaza, Kokomo, IN                  |  | 0      |  | 210                   |  | 738                                        |  | 0                                                 |  | 3,821  |  | 210   
|Martinsville Plaza, Martinsville, VA        |  | 0      |  | 0                     |  | 584                                        |  | 0                                                 |  | 111    |  | 0     
|Matteson Plaza, Matteson, IL                |  | 9,319  |  | 1,830                 |  | 9,737                                      |  | 0                                                 |  | 2,260  |  | 1,830 

91

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SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2002
(Dollars in thousands)

|                                              |  |   |           | Initial Cost (Note 3) |   | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At Which Carried At Close of Period |           |  |   |       
|--------------------------------------------- |  | - | --------- | --------------------- | - | ------------------------------------------ |  | ------------------------------------------------- | --------- |  | - | ------
|
|Memorial Plaza, Sheboygan, WI                 |  |   | 0         |                       |   | 250                                        |  |                                                   | 436       |  |   | 0     
|Mounds Mall Cinema, Anderson, IN              |  |   | 0         |                       |   | 88                                         |  |                                                   | 158       |  |   | 0     
|Muncie Plaza, Muncie, IN                      |  |   | 8,057     |                       |   | 341                                        |  |                                                   | 10,509    |  |   | 87    
|New Castle Plaza, New Castle, IN              |  |   | 0         |                       |   | 128                                        |  |                                                   | 1,621     |  |   | 0     
|North Ridge Plaza, Joliet, IL                 |  |   | 0         |                       |   | 2,831                                      |  |                                                   | 7,699     |  |   | 0     
|North Riverside Park Plaza, N. Riverside, IL  |  |   | 0         |                       |   | 1,062                                      |  |                                                   | 2,490     |  |   | 0     
|Northland Plaza, Columbus, OH                 |  |   | 0         |                       |   | 4,490                                      |  |                                                   | 8,893     |  |   | 0     
|Northwood Plaza, Fort Wayne, IN               |  |   | 0         |                       |   | 148                                        |  |                                                   | 1,414     |  |   | 0     
|Park Plaza, Hopkinsville, KY                  |  |   | 0         |                       |   | 300                                        |  |                                                   | 1,572     |  |   | 0     
|Regency Plaza, St. Charles, MO                |  |   | 4,368     |                       |   | 616                                        |  |                                                   | 4,963     |  |   | 0     
|Rockaway Convenience Center Rockaway, NJ      |  |   | 0         |                       |   | 2,900                                      |  |                                                   | 12,500    |  |   | 0     
|St. Charles Towne Plaza, Waldorf, MD          |  |   | 27,958    |                       |   | 8,779                                      |  |                                                   | 18,993    |  |   | 0     
|Shops at North East Mall, The, Hurst, TX      |  |   | 0         |                       |   | 12,541                                     |  |                                                   | 28,177    |  |   | 402   
|Teal Plaza, Lafayette, IN                     |  |   | 0         |                       |   | 99                                         |  |                                                   | 878       |  |   | 0     
|Terrace at The Florida Mall, Orlando, FL      |  |   | 4,688     |                       |   | 2,150                                      |  |                                                   | 7,623     |  |   | 0     
|Tippecanoe Plaza, Lafayette, IN               |  |   | 0         |                       |   | 246                                        |  |                                                   | 440       |  |   | 305   
|University Center, Mishawaka, IN              |  |   | 0         |                       |   | 2,388                                      |  |                                                   | 5,214     |  |   | 0     
|Wabash Village, West Lafayette, IN            |  |   | 0         |                       |   | 0                                          |  |                                                   | 976       |  |   | 0     
|Washington Plaza, Indianapolis, IN            |  |   | 0         |                       |   | 941                                        |  |                                                   | 1,697     |  |   | 0     
|Waterford Lakes, Orlando, FL                  |  |   | 68,000    |                       |   | 8,679                                      |  |                                                   | 72,836    |  |   | 0     
|West Ridge Plaza, Topeka, KS                  |  |   | 5,631     |                       |   | 1,491                                      |  |                                                   | 4,560     |  |   | 0     
|White Oaks Plaza, Springfield, IL             |  |   | 17,183    |                       |   | 3,169                                      |  |                                                   | 14,267    |  |   | 0     
|Office, Mixed-Use Properties                  |  |   |           |                       |   |                                            |  |                                                   |           |  |   |       
|Copley Place, Boston, MA                      |  |   | 183,537   |                       |   | 147                                        |  |                                                   | 378,876   |  |   | 0     
|New Orleans Centre/CNG Tower,
New Orleans, LA |  |   | 0         |                       |   | 3,493                                      |  |                                                   | 41,222    |  |   | 0     
|O Hare International Center, Rosemont, IL     |  |   | 0         |                       |   | 125                                        |  |                                                   | 60,287    |  |   | 0     
|Riverway, Rosemont, IL                        |  |   | 110,000   |                       |   | 8,739                                      |  |                                                   | 129,175   |  |   | 16    
|Development Projects                          |  |   |           |                       |   |                                            |  |                                                   |           |  |   |       
|Lakeline Village, Austin, TX                  |  |   | 0         |                       |   | 1,210                                      |  |                                                   | 1,933     |  |   | 0     
|Rockaway Town Court, Rockaway, NJ             |  |   | 0         |                       |   | 0                                          |  |                                                   | 3,615     |  |   | 0     
|Other pre-development costs                   |  |   | 0         |                       |   | 12,792                                     |  |                                                   | 6,121     |  |   | 0     
|Other                                         |  |   | 0         |                       |   | 6,921                                      |  |                                                   | 2,585     |  |   | 282   
|                                              |  |   |           |                       |   |                                            |  |                                                   |           |  |   |       
|                                              |  | $ | 3,648,230 |                       | $ | 1,903,753                                  |  | $                                                 | 9,955,747 |  | $ | 97,791
|                                              |  |   |           |                       |   |                                            |  |                                                   |           |  |   |       

92

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Simon Property Group, L.P.Notes to Schedule III as of December 31, 2002
(Dollars in thousands)

The
changes in real estate assets for the years ended December 31, 2002, 2001, and 2000 are as follows:

|                           |                                 | 2002 |            | 2001      |   | 2000       |        
|-------------------------- | ------------------------------- | ---- | ---------- | --------- | - | ---------- | -------
|Balance, beginning of year |                                 | $    | 12,932,966 |           | $ | 12,793,847 |        
|                           | Acquisitions and Consolidations |      |            | 1,107,581 |   |            |       
|                           | Improvements                    |      |            | 207,007   |   |            | 244,446
|                           | Disposals and abandonments      |      |            | (281,104  | ) |            | (58,327
|                           | Impairment Charge               |      |            |          |   |            | (47,000
|                           |                                 |      |            |           |   |            |        
|Balance, close of year     |                                 | $    | 13,966,450 |           | $ | 12,932,966 |        
|                           |                                 |      |            |           |   |            |        

The unaudited aggregate cost for the Operating Partnership for federal income tax purposes as of December 31, 2002 was $9,297,622.

The
changes in accumulated depreciation and amortization for the years ended December 31, 2002, 2001, and 2000 are as follows:

|                           |                                 | 2002 |           | 2001    |   | 2000      |        
|-------------------------- | ------------------------------- | ---- | --------- | ------- | - | --------- | -------
|Balance, beginning of year |                                 | $    | 1,813,795 |         | $ | 1,433,673 |        
|                           | Acquisitions and Consolidations |      |           | 16,491  |   |           |       
|                           | Depreciation expense            |      |           | 413,142 |   |           | 415,950
|                           | Disposals and abandonments      |      |           | (92,414 | ) |           | (35,828
|                           |                                 |      |           |         |   |           |        
|Balance, close of year     |                                 | $    | 2,151,014 |         | $ | 1,813,795 |        
|                           |                                 |      |           |         |   |           |        

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



93

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INDEX TO EXHIBITS

|Exhibits |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Page
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|2.1      |  | Form of Joint Purchase Agreement among Westfield American Limited Partnership, Simon Property Group, L.P. and The Rouse Company (incorporated by reference to Exhibit 2.1 of the Annual Report on Form 10-K for the year
ended December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|2.2      |  | Purchase Agreement, dated as of January 12, 2002, by and among Rodamco North America N.V; Westfield America Limited Partnership; Westfield Growth, LP; Simon Property Group, L.P.; Hoosier Acquisition, LLC; The Rouse Company; and Terrapin
Acquisition LLC (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Operating Partnership on May 20, 2002).                                                                                                                                                                                                                                                                                                                       |  |     
|3.1      |  | Second Amended and Restated Certificate of Limited Partnership, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |     
|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      |  | Supplement to Seventh Amended and Restated Limited Partnership Agreement (Exhibit B-1 and B-2) dated March 26, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |     
|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)).                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|4.2(a)   |  | Supplemental Indenture, dated as of June 22, 1998, by and among the Operating Partnership and The Chase Manhattan Bank, as trustee, (incorporated by reference to Exhibit 4.2 to the Registration Statement of Simon DeBartolo Group, L.P. on
Form S-4 filed on September 18, 1998 (Reg. No. 333-63645)).                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|10.1     |  | Credit Agreement, dated as of April 16, 2002, among the Operating Partnership, the Lenders named therein, the Co-Agents named therein, UBS AG, Stamford Branch, as Payment and Disbursement Agent, JP Morgan Securities Inc. as Joint Lead Arranger
and Joint Book Manager, Banc of America Securities LLC as Joint Lead Arranger and Joint Book Manager, Commerzbank AG, New York Branch, as Documentation Agent, JPMorgan Chase Bank as Joint Syndication Agent, Banc of America, N.A. as Joint Syndication
Agent and Citicorp Real Estate, Inc. as Joint Syndication Agent (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Operating Partnership on December 5, 2002). |  |     
|10.2(b)  |  | 1998 Stock Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A for Simon Property Group, Inc. dated April 12, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |     
|10.3(c)  |  | Option Agreement to acquire the Excluded Retail Properties (Previously filed as Exhibit 10.10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |     
|10.4(c)  |  | Option Agreement to acquire the Excluded Properties*Land (Previously filed as Exhibit 10.11).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |     
|10.5(c)  |  | Option Agreements dated as of December 1, 1993 between the Management Company and Simon Property Group, LP (Previously filed as Exhibit 10.20.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |     
|10.6(c)  |  | Option Agreement dated as of December 1, 1993 to acquire Development Land. (Previously filed as Exhibit 10.22.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |     
|10.7(c)  |  | Option Agreement dated December 1, 1993 between the Management Company and the Operating Partnership (Previously filed as Exhibit 10.25.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|10.8     |  | Purchase Option and Right of First Refusal Agreement between DRP, LP and EJDC (for SouthPark Center Development Site) (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(p)(2).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |     
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |     

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|10.9  |  | Acquisition Option Agreement between DRP, LP and Lakeland Square Associates (for Lakeland Square) (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(s)(2).) |  | 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|10.10 |  | Limited Partnership Agreement of SDG Macerich Properties, L.P. (Incorporated by reference to Exhibit 10.63 of SDG's 1997 Form 10-K).                                      |  | 
|12.1  |  | Statement regarding computation of ratios.                                                                                                                                |  | 
|21.1  |  | List of Subsidiaries of the Operating Partnership.95                                                                                                                      |  | 
|23.1  |  | Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a of the Securities Act)                                                                                      |  | 
|23.2  |  | Consent of Ernst & Young LLP.96                                                                                                                                           |  | 
|99.1  |  | Certification pursuant to 18 U.S.C. Section 1350 by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sabarbanes-Oxley Act of 2002.97                |  | 
|99.2  |  | Certification pursuant to 18 U.S.C. Section 1350 by the Chief Financial Officer, as adopted pursuant to Section 906 of the Sabarbanes-Oxley Act of 2002.98                |  | 

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