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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 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, 2001

SIMON PROPERTY GROUP, L.P.(Exact name of registrant as specified in its charter)Delaware
(State or other jurisdiction
of incorporation or organization)333-11491
(Commission file number)34-1755769
(I.R.S. Employer Identification No.)
115 West Washington StreetIndianapolis, 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

Documents Incorporated By Reference

Portions
of Simon Property Group, Inc.'s Proxy Statement in connection with its 2002 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, 2001

TABLE OF CONTENTS

|Item No.   |  | Page No.                                                                             
|---------- |  | -------------------------------------------------------------------------------------
|Part I    
|1.         |  | Business                                                                             
|2.         |  | Properties                                                                           
|3.         |  | Legal Proceedings                                                                    
|4.         |  | Submission of Matters to a Vote of Security Holders                                  
|Part II   
|5.         |  | Market for the Registrant and Related Unitholder Matters                             
|6.         |  | Selected Financial Data                                                              
|7.         |  | Management's Discussion and Analysis of Financial Condition and Results of Operations
|7A.        |  | Quantitative and Qualitative Disclosure About Market Risk                            
|8.         |  | Financial Statements and Supplementary Data                                          
|9.         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|Part III  
|10.        |  | Directors and Executive Officers of the Registrant                                   
|11.        |  | Executive Compensation                                                               
|12.        |  | Security Ownership of Certain Beneficial Owners and Management                       
|13.        |  | Certain Relationships and Related Transactions                                       
|Part IV   
|14.        |  | Exhibits, Financial Statements, Schedules and Reports on Form 8-K                    
|Signatures |  | 84                                                                                   

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Part I

Item 1.    Business



Who we are - Simon Property Group, L.P. (the "SPG Operating Partnership"), a Delaware limited partnership, is a majority owned subsidiary of
Simon
Property Group, Inc. ("SPG"), a Delaware corporation. SPG is a self-administered and self-managed real estate investment trust ("REIT"). Each share of common stock of
SPG is paired ("Paired Shares") with 1/100th of a share of common stock of SPG Realty Consultants, Inc. ("SRC" and together with SPG, the "Companies"). Units of partnership
interests ("Units") in the SPG Operating Partnership are paired ("Paired Units") with Units in SPG Realty Consultants, L.P. (the "SRC Operating Partnership" and together with the SPG Operating
Partnership, the "Operating Partnerships"). The SRC Operating Partnership is the primary subsidiary of SRC. In this report, the terms "we", "us" and "our" refer to the SPG Operating Partnership and
its subsidiaries.

As
of December 31, 2001, we owned or held an interest in 251 income-producing properties in the United States, which consisted of 165 regional malls, 72 community shopping
centers, five specialty retail centers, four office and mixed-use properties and five value-oriented super-regional malls in 36 states (the "Properties"). We also own 11 parcels of land
held for future development (together with the Properties, the "Portfolio" or the "Portfolio Properties"). In addition, we have ownership interests in seven additional retail real estate properties
operating in Europe and Canada.



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 for approximately $3.0 billion, we have completed five major mergers and/or acquisitions that have helped shape the current organization. These acquisitions
included the merger with Corporate Property Investors, Inc. in 1998 for approximately $5.9 billion. Information regarding the mergers and acquisitions required by this item are included
in the Notes to Financial Statements of the attached audited financial statements, Notes 3 and 4 (acquisitions portion only), included in Item 8 of this Form 10-K.

Subsequent
to December 31, 2001, we signed a definitive agreement to purchase, jointly with Westfield America Trust and The Rouse Company, the assets of Rodamco North America
N.V. for $5.3 billion. Our portion of the acquisition includes the purchase of the remaining ownership interests in four of our existing joint venture assets and new ownership interests in nine
additional properties. Our share of the purchase price is $1.55 billion including $570.0 million in debt and perpetual preferred stock assumed.



During 2001, regional malls (including specialty retail centers and retail space in the mixed-use Properties), community centers and the remaining
Portfolio comprised 92.2%, 4.9%, and 2.9%, respectively, of consolidated rent revenues and tenant reimbursements. The Properties contain an aggregate of approximately 186.5 million square feet
of gross leasable area ("GLA"), of which we own 110.9 million square feet ("Owned GLA"). More than 3,970 different retailers occupy more than 19,950 stores in the Properties. Total estimated
retail sales at the Properties in 2001 were approximately $39 billion.



Our primary business objectives are to increase cash generated from operations per Paired Unit and to increase the value of the Portfolio Properties.
We plan to
achieve these objectives through a variety of methods discussed below, although we cannot assure you that that we will achieve such objectives.

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We
also have direct or indirect interests in eleven parcels of land being held for future development in eight states totaling approximately 772 acres. We believe that we are well
positioned to pursue future development opportunities as conditions warrant.



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We believe that we have a competitive advantage in the retail real estate business as a result of:



We
believe that the Portfolio is the largest, as measured by GLA, of any publicly traded REIT. In addition, we own more regional malls than any other publicly traded REIT. For these
reasons, we believe that we are the leader in our industry.

All
of the Portfolio Properties are located in developed areas. Certain 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.

There
are numerous other commercial developers, real estate companies and other owners of real estate that compete with us in our trade areas. 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.



General Compliance.We believe that the Portfolio Properties are 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 Properties have been subjected to Phase I or similar
environmental audits (which generally involve only a review of records and visual inspection of the property without soil sampling or ground water analysis) by independent environmental consultants.
Phase I environmental audits are intended to discover information regarding, and to evaluate the environmental condition of, the surveyed properties and surrounding properties. These
environmental audits have not revealed, nor are we aware of, any environmental liability that we believe will have a material adverse effect on our results of operations. We cannot assure you that:



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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 and expansion, and in connection with the retenanting of space.

Underground Storage Tanks.Several of the Portfolio 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 shopping 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 any of the optioned properties, we will conduct environmental due diligence consistent with acceptable industry standards.



At February 28, 2002 we and our affiliates employed approximately 4,160 persons at various centers and offices throughout the United States, of
which
approximately 1,580 were part-time. Approximately 940 of these employees were located at our headquarters.



We have comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to our Properties. The impact of the events of
September 11, 2001 has affected our insurance programs. Our insurance programs are discussed in detail in Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations in this Form 10-K.



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

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Executive Officers of the Registrant

The following table sets forth certain information with respect to the executive officers of SPG, which is the managing general partner of the SPG
Operating
Partnership, as of December 31, 2001.

|Name                  |  | Age |  | Position                                              
|--------------------- |  | --- |  | ------------------------------------------------------
|Melvin Simon(1)       |  | 75  |  | Co-Chairman                                           
|Herbert Simon(1)      |  | 67  |  | Co-Chairman                                           
|David Simon(1)        |  | 40  |  | Chief Executive Officer                               
|Hans C. Mautner       |  | 63  |  | Vice Chairman; Chairman, Simon Global Limited         
|Richard S. Sokolov    |  | 52  |  | President and Chief Operating Officer                 
|Randolph L. Foxworthy |  | 57  |  | Executive Vice President - Corporate Development      
|William J. Garvey     |  | 62  |  | Executive Vice President - Property Development       
|James A. Napoli       |  | 55  |  | Executive Vice President - Leasing                    
|John R. Neutzling     |  | 49  |  | Executive Vice President - Property Management        
|James M. Barkley      |  | 50  |  | General Counsel; Secretary                            
|Stephen E. Sterrett   |  | 46  |  | Executive Vice President and Chief Financial Officer  
|Drew Sheinman         |  | 44  |  | President - Simon Brand Ventures                      
|Joseph S. Mumphrey    |  | 50  |  | President - Simon Business Network                    
|John Rulli            |  | 45  |  | Senior Vice President and Chief Administrative Officer
|Andrew A. Juster      |  | 49  |  | Senior Vice President and Treasurer                   
|David Schacht         |  | 38  |  | Senior Vice President and Chief Information Officer   



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

Mr. Foxworthy
is the Executive Vice President - Corporate Development of the Companies. 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 the Companies since 1993.

Mr. Garvey
is the Executive Vice President - Property Development of the Companies. Mr. Garvey, who was Executive Vice President and Director of Development at MSA, joined
MSA in 1979 and held various positions with MSA.

Mr. Napoli
is the Executive Vice President - Leasing of the Companies. Mr. Napoli also served as Executive Vice President and Director of Leasing of MSA, which he joined
in 1989.

Mr. Neutzling
is the Executive Vice President - Property Management of the Companies. Mr. Neutzling has also been an Executive Vice President of MSA since 1992 overseeing
all property and asset management functions. He joined MSA in 1974 and has held various positions with MSA.

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

Mr. Sterrett
serves as the Companies' Executive Vice-President and Chief Financial Officer. He joined MSA in 1989 and has held various positions with MSA.

Mr. Mumphrey
holds the position of President - Simon Business Network. He joined MSA in 1974 and has held various property and asset management positions with MSA

Mr. Juster
serves as the Companies' Senior Vice-President and Treasurer. He joined MSA in 1989 and has held various financial positions with MSA.

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Mr. Rulli
serves as the Companies' Senior Vice-President and Chief Administrative Officer. He joined MSA in 1988 and has held various positions with MSA.

Mr. Sheinman
holds the position of President - Simon Brand Ventures. He joined the Companies' in 1998 as Senior Vice President of Marketing and Business Development.

Mr. Schacht
serves as the Companies' Senior Vice-President and Chief Information Officer. He joined the Companies in 1997 and has held various information technology
positions.

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Item 2.    Properties



Our Properties primarily consist of regional malls and community shopping centers. 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 165 regional
malls range in size from approximately 300,000 to 2.8 million square feet of GLA, with all but four regional malls over 400,000 square feet. These regional malls contain in the aggregate more
than 17,000 occupied stores, including over 650 anchors, which are mostly national retailers. As of December 31, 2001, regional malls (including specialty retail centers and retail space in the
mixed-use Properties) represented 84.7% of total GLA, 79.2% of Owned GLA and 86.3% of total annualized base rent of the Properties.

Community
shopping centers are generally unenclosed and smaller than regional malls. Most of our 72 community shopping centers in the Properties 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. As of December 31,
2001, community shopping centers represented 9.2% of total GLA, 10.8% of Owned GLA and 5.9% of the total annualized base rent of the Properties.

We
also have interests in five specialty retail centers, four office and mixed-use Properties and five value-oriented super-regional malls. The specialty retail centers
contain approximately 1,843,000 square feet of GLA and do not have anchors. These properties feature retailers and entertainment facilities in a distinctive shopping environment and location. The four
office and mixed-use Properties range in size from approximately 512,000 to 1,030,000 square feet of GLA. Two of these Properties are regional malls with connected office buildings, and
two are located in mixed-use developments and contain
primarily office space. The value-oriented super-regional malls range in size from approximately 1.0 million to 1.6 million square feet of GLA. These Properties combine retail outlets,
manufacturers' off-price stores and other value-oriented tenants. As of December 31, 2001, value-oriented super-regional malls represented 3.5% of total GLA, 5.9% of Owned GLA and
5.5% of the total annualized base rent of the Properties.

As
of December 31, 2001, approximately 91.9% of the Mall and Freestanding Owned GLA in regional malls, specialty retail centers and the retail space in the mixed use Properties
was leased, approximately 93.7% of the Owned GLA in the value-oriented super-regional malls was leased, and approximately 89.3% of Owned GLA in the community shopping centers was leased.

Of
the 251 Properties, we own 100% of 170 of the Properties and the remainder are held as joint venture interests. We are the managing or co-managing general partner or
member of all but 15 of the Properties held as joint venture interests.

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Additional Information

The following table sets forth certain information, as of December 31, 2001, regarding the Properties:

| |     |  | Name/Location                        |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Type (3) |  | Year Built or Acquired |  | Total GLA |     | Retail Anchors                                                            
| | --- |  | ------------------------------------ |  | -------------------------------------------- |  | --------------------------- |  | -------- |  | ---------------------- |  | --------- | --- | --------------------------------------------------------------------------
| |     |  | REGIONAL MALLS                      
| | 1.  |  | Alton Square
Alton, IL               |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired 1993          |  | 639,057   |     | Sears, JCPenney, Famous Barr                                              
| | 2.  |  | Amigoland Mall (28) Brownsville, TX  |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1974             |  | 557,897   |     | Beall's                                                                   
| | 3.  |  | Anderson Mall
Anderson, SC           |  | Feex                                         |  | 100.0                       |  | Cons     |  | Built 1972             |  | 623,667   |     | Belk (4), JCPenney, Sears                                                 
| | 4.  |  | Apple Blossom Mall Winchester, VA    |  | Fee                                          |  | 49.1                        |  | JV       |  | Acquired 1999          |  | 442,992   |     | Belk, JCPenney, Sears                                                     
| | 5.  |  | Arsenal Mall
Watertown, MA           |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired 1999          |  | 501,758   | (5) | Marshall's, (6)                                                           
| | 6.  |  | Auburn Mall
Auburn, MA               |  | Fee                                          |  | 49.1                        |  | JV       |  | Acquired 1999          |  | 597,698   |     | Filene's (7), Sears                                                       
| | 7.  |  | Aurora Mall
Aurora, CO               |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired 1998          |  | 1,013,940 |     | JCPenney, Foley's (4), Sears                                              
| | 8.  |  | Aventura Mall (8)
Miami, FL          |  | Fee                                          |  | 33.3                        |  | JV       |  | Built 1983             |  | 1,900,791 |     | Macy's, Sears, Bloomingdales, JCPenney, Lord & Taylor, Burdines           
| | 9.  |  | Avenues, The
Jacksonville, FL        |  | Fee                                          |  | 25.0                        |  | JV       |  | Built 1990             |  | 1,112,698 |     | Belk, Dillard's, JCPenney, Parisian, Sears                                
| | 10. |  | Barton Creek Square
Austin, TX       |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1981             |  | 1,249,418 |     | Dillard's (4), Foley's, Sears, Nordstrom (9), JCPenney                    
| | 11. |  | Battlefield Mall
Springfield, MO     |  | Fee and Ground Lease (2056)                  |  | 100.0                       |  | Cons     |  | Built 1970             |  | 1,185,021 |     | Dillard's (4), Famous Barr, Sears, JCPenney                               
| | 12. |  | Bay Park Square
Green Bay, WI        |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1980             |  | 668,029   |     | Younkers (9), Elder-Beerman, Kohl's, Shopko                               
| | 13. |  | Bergen Mall
Paramus, NJ              |  | Fee and Ground Lease (10) (2061)             |  | 100.0                       |  | Cons     |  | Acquired 1987          |  | 899,867   |     | Off 5th-Saks Fifth Avenue Outlet, Value City Furniture, Macy's, Marshall's
| | 14. |  | Biltmore Square
Asheville, NC        |  | Fee                                          |  | 66.7                        |  | Cons     |  | Built 1989             |  | 494,280   |     | Belk, Dillard's, Proffitt's, Goody's                                      
| | 15. |  | Bowie Town Center
Bowie, MD          |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 2001             |  | 649,856   |     | Hecht's, Sears, Old Navy, Barnes & Noble, Bed, Bath & Beyond              
| | 16. |  | Boynton Beach Mall
Boynton Beach, FL |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1985             |  | 1,184,573 |     | Macy's, Burdines, Sears, Dillard's (4), JCPenney                          
| |     |  |                                      |  |                                              |  |                             |  |          |  |                        |  |           |     |                                                                           

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| | 17. |  | Brea Mall
Brea, CA                                 |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,304,272 |  | Macy's, JCPenney, Robinsons-May, Nordstrom, Sears                             
| | --- |  | -------------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | --------- |  | ------------------------------------------------------------------------------
| | 18. |  | Broadway Square
Tyler, TX                          |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1994 |  | 617,033   |  | Dillard's, JCPenney, Sears                                                    
| | 19. |  | Brunswick Square East
Brunswick, NJ                |  | Fee                              |  | 100.0 |  | Cons |  | Built 1973    |  | 768,663   |  | Macy's, JCPenney, Barnes & Noble                                              
| | 20. |  | Burlington Mall
Burlington, MA                     |  | Ground Lease (2048)              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,252,087 |  | Macy's, Lord & Taylor, Filene's, Sears                                        
| | 21. |  | Cape Cod Mall
Hyannis, MA                          |  | Ground Leases (10) (2009-2073)   |  | 49.1  |  | JV   |  | Acquired 1999 |  | 723,621   |  | Macy's, Filene's, Marshall's, Sears, Best Buy, Barnes & Noble                 
| | 22. |  | Castleton Square
Indianapolis, IN                  |  | Fee                              |  | 100.0 |  | Cons |  | Built 1972    |  | 1,460,926 |  | Galyan's, LS Ayres, Lazarus, JCPenney, Sears, Von Maur                        
| | 23. |  | Century III Mall
Pittsburgh, PA                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1979    |  | 1,284,197 |  | JCPenney, Sears, T.J. Maxx, Kaufmann's (4), Wickes Furniture                  
| | 24. |  | Charlottesville
Fashion Square
Charlottesville, VA |  | Ground Lease (2076)              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 571,521   |  | Belk (4), JCPenney, Sears                                                     
| | 25. |  | Chautauqua Mall
Jamestown, NY                      |  | Fee                              |  | 100.0 |  | Cons |  | Built 1971    |  | 432,733   |  | Sears, JCPenney, Office Max, The Bon Ton                                      
| | 26. |  | Cheltenham Square Philadelphia, PA                 |  | Fee                              |  | 100.0 |  | Cons |  | Built 1981    |  | 636,981   |  | Burlington Coat Factory, Home Depot, Value City, Seaman's Furniture, Shop Rite
| | 27. |  | Chesapeake Square Chesapeake, VA                   |  | Fee and Ground Lease (11) (2062) |  | 75.0  |  | Cons |  | Built 1989    |  | 797,319   |  | Dillard's (4), JCPenney, Sears, Hecht's, Target (9)                           
| | 28. |  | Cielo Vista Mall
El Paso, TX                       |  | Fee and Ground Lease (12) (2027) |  | 100.0 |  | Cons |  | Built 1974    |  | 1,191,768 |  | Dillard's (4), JCPenney, Foley's, Sears                                       
| | 29. |  | Circle Centre
Indianapolis, IN                     |  | Property Lease (2097)            |  | 14.7  |  | JV   |  | Built 1995    |  | 795,859   |  | Nordstrom, Parisian                                                           
| | 30. |  | College Mall
Bloomington, IN                       |  | Fee and Ground Lease (12) (2048) |  | 100.0 |  | Cons |  | Built 1965    |  | 706,800   |  | Sears, Lazarus, L.S. Ayres, Target, (6)                                       
| | 31. |  | Columbia Center
Kennewick, WA                      |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1987 |  | 745,640   |  | Sears, JCPenney, Gottschalks, Barnes & Noble, The Bon Marche                  
| | 32. |  | Coral Square (27)
Coral Springs, FL                |  | Fee                              |  | 50.0  |  | JV   |  | Built 1984    |  | 945,474   |  | Dillard's, JCPenney, Sears, Burdines (4)                                      
| |     |  |                                                    |  |                                  |  |       |  |      |  |               |  |           |  |                                                                               

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| | 33. |  | Cordova Mall
Pensecola, FL                                     |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 852,223   |  | Ward, Parisian, Dillard's (4), Best Buy (9), (6)                                         
| | --- |  | -------------------------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | --------- |  | -----------------------------------------------------------------------------------------
| | 34. |  | Cottonwood Mall
Albuquerque, NM                                |  | Fee                              |  | 100.0 |  | Cons |  | Built 1996    |  | 1,041,230 |  | Dillard's, Foley's, JCPenney, Mervyn's, Sears (9)                                        
| | 35. |  | Crossroads Mall
Omaha, NE                                      |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1994 |  | 858,650   |  | Dillard's, Sears, Younkers, Barnes & Noble                                               
| | 36. |  | Crystal Mall
Waterford, CT                                     |  | Fee                              |  | 74.6  |  | JV   |  | Acquired 1998 |  | 785,070   |  | Macy's, Filene's, JCPenney, Sears                                                        
| | 37. |  | Crystal River Mall
Crystal River, FL                           |  | Fee                              |  | 100.0 |  | Cons |  | Built 1990    |  | 423,941   |  | JCPenney, Sears, Belk, Kmart                                                             
| | 38. |  | Dadeland Mall
Miami, FL                                        |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1997 |  | 1,404,815 |  | Saks Fifth Avenue, JCPenney, Burdine's, Burdine's Home Gallery, Limited, Lord & Taylor   
| | 39. |  | DeSoto Square
Bradenton, FL                                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1973    |  | 689,159   |  | JCPenney, Sears, Dillard's, Burdines                                                     
| | 40. |  | Eastern Hills Mall
Buffalo, NY                                 |  | Fee                              |  | 100.0 |  | Cons |  | Built 1971    |  | 994,110   |  | Sears, JCPenney, The Bon Ton, Kaufmann's, Burlington Coat Factory, (6)                   
| | 41. |  | Eastland Mall
Evansville, IN                                   |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 899,718   |  | JC Penney, De Jong's, Famous Barr, Lazarus                                               
| | 42. |  | Eastland Mall
Tulsa, OK                                        |  | Fee                              |  | 100.0 |  | Cons |  | Built 1986    |  | 706,996   |  | Dillard's, Foley's, Mervyn's, (6)                                                        
| | 43. |  | Edison Mall
Fort Myers, FL                                     |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,042,442 |  | Dillard's, JCPenney, Sears, Burdines (4)                                                 
| | 44. |  | Emerald Square North
Attleborough, MA                          |  | Fee                              |  | 49.1  |  | JV   |  | Acquired 1999 |  | 1,022,630 |  | Filene's, JCPenney, Lord & Taylor, Sears                                                 
| | 45. |  | Empire Mall (8)
Sioux Falls, SD                                |  | Fee and Ground Lease (10) (2013) |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,057,414 |  | JCPenney, Younkers, Sears, Dayton Hudson, Richman Gordman                                
| | 46. |  | Fashion Mall at Keystone
at the Crossing, The Indianapolis, IN |  | Ground Lease (2067)              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 655,320   |  | Jacobsons, Parisian                                                                      
| | 47. |  | Fashion Valley Mall
San Diego, CA                              |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 2001 |  | 1,709,985 |  | JCPenney, Macy's, Neiman-Marcus, Nordstrom, Robinson-May, Saks Fifth Avenue              
| | 48. |  | Florida Mall, The (27) Orlando, FL                             |  | Fee                              |  | 50.0  |  | JV   |  | Built 1986    |  | 1,632,180 |  | Dillard's, JCPenney, Lord & Taylor (9), Saks Fifth Avenue, Sears, Burdines,
Nordstrom (9)
| | 49. |  | Forest Mall
Fond Du Lac, WI                                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1973    |  | 501,556   |  | JCPenney, Kohl's, Younkers, Sears, Staples                                               
| |     |  |                                                                |  |                                  |  |       |  |      |  |               |  |           |  |                                                                                          

12

---

| | 50. |  | Forest Village Park Mall Forestville, MD   |  | Fee                              |  | 100.0 |  | Cons |  | Built 1980    |  | 418,500   |      | JCPenney, Kmart                                                                         
| | --- |  | ------------------------------------------ |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | --------- | ---- | ----------------------------------------------------------------------------------------
| | 51. |  | Granite Run Mall
Media, PA                 |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,047,283 |      | JCPenney, Sears, Boscovs                                                                
| | 52. |  | Great Lakes Mall
Cleveland, OH             |  | Fee                              |  | 100.0 |  | Cons |  | Built 1961    |  | 1,314,861 |      | Dillard's (4), Kaufmann's, JCPenney, Sears                                              
| | 53. |  | Greendale Mall
Worcester, MA               |  | Fee and Ground Lease (10) (2009) |  | 49.1  |  | JV   |  | Acquired 1999 |  | 434,699   | (13) | Best Buy, Marshall's, T.J. Maxx & More                                                  
| | 54. |  | Greenwood Park Mall Greenwood, IN          |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1979 |  | 1,327,753 |      | JCPenney, JCPenney Home Store, Lazarus, L.S. Ayres, Sears, Service Merchandise, Von Maur
| | 55. |  | Gulf View Square
Port Richey, FL           |  | Fee                              |  | 100.0 |  | Cons |  | Built 1980    |  | 804,216   |      | Sears, Dillard's (7), JCPenney, Burdines                                                
| | 56. |  | Gwinnett Place
Atlanta, GA                 |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,276,470 |      | Parisian, Macy's, Rich's JCPenney, Sears                                                
| | 57. |  | Haywood Mall
Greensville, SC               |  | Fee and Ground Lease (10) (2017) |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,245,133 |      | Rich's, Sears, Dillard's, JCPenney, Belk Simpson                                        
| | 58. |  | Heritage Park Mall
Midwest City, OK        |  | Fee                              |  | 100.0 |  | Cons |  | Built 1978    |  | 605,236   |      | Dillard's, Sears, (6)                                                                   
| | 59. |  | Highland Mall (8)
Austin, TX               |  | Fee and Ground Lease (2070)      |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,090,685 |      | Dillard's (4), Foley's, JCPenney                                                        
| | 60. |  | Hutchinson Mall
Hutchinson, KS             |  | Fee                              |  | 100.0 |  | Cons |  | Built 1985    |  | 525,618   |      | Dillard's, JCPenney, Sears, Wal-Mart                                                    
| | 61. |  | Independence Center Independence, MO       |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1994 |  | 1,022,749 |      | Dillard's, Sears, The Jones Store Co.                                                   
| | 62. |  | Indian River Mall
Vero Beach, FL           |  | Fee                              |  | 50.0  |  | JV   |  | Built 1996    |  | 748,157   |      | Sears, JCPenney, Dillard's, Burdines                                                    
| | 63. |  | Ingram Park Mall
San Antonio, TX           |  | Fee                              |  | 100.0 |  | Cons |  | Built 1979    |  | 1,129,992 |      | Dillard's (4), Foley's, JCPenney, Sears, Beall's                                        
| | 64. |  | Irving Mall
Irving, TX                     |  | Fee                              |  | 100.0 |  | Cons |  | Built 1971    |  | 1,124,413 |      | Foley's, Dillard's, Mervyn's, Sears, Barnes & Noble, (6)                                
| | 65. |  | Jefferson Valley Mall Yorktown Heights, NY |  | Fee                              |  | 100.0 |  | Cons |  | Built 1983    |  | 587,700   |      | Macy's, Sears, H & M                                                                    
| | 66. |  | Knoxville Center
Knoxville, TN             |  | Fee                              |  | 100.0 |  | Cons |  | Built 1984    |  | 981,288   |      | Dillard's, JCPenney, Proffitt's, Sears, The Rush                                        
| | 67. |  | La Plaza
McAllen, TX                       |  | Fee and Ground Lease (10) (2040) |  | 100.0 |  | Cons |  | Built 1976    |  | 1,214,966 |      | Dillard's, JCPenney, Foley's, Foley's Home Store, Sears, Beall's, Joe Brand-Lady Brand  
| |     |  |                                            |  |                                  |  |       |  |      |  |               |  |           |      |                                                                                         

13

---

| | 68. |  | Lafayette Square Indianapolis, IN       |  | Fee                      |  | 100.0 |  | Cons |  | Built 1968    |  | 1,215,198 |  | JCPenney, LS Ayres, Sears, Lazarus, Burlington Coat Factory                                   
| | --- |  | --------------------------------------- |  | ------------------------ |  | ----- |  | ---- |  | ------------- |  | --------- |  | ----------------------------------------------------------------------------------------------
| | 69. |  | Laguna Hills Mall
Laguna Hills, CA      |  | Fee                      |  | 100.0 |  | Cons |  | Acquired 1997 |  | 867,114   |  | Macy's, JCPenney, Sears                                                                       
| | 70. |  | Lake Square Mall
Leesburg, FL           |  | Fee                      |  | 50.0  |  | JV   |  | Acquired 1998 |  | 560,975   |  | JCPenney, Sears, Belk, Target                                                                 
| | 71. |  | Lakeline Mall
N. Austin, TX             |  | Fee                      |  | 100.0 |  | Cons |  | Built 1995    |  | 1,099,202 |  | Dillard's, Foley's, Sears, JCPenney, Mervyn's                                                 
| | 72. |  | Lenox Square
Atlanta, GA                |  | Fee                      |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,479,576 |  | Neiman Marcus, Macy's, Rich's                                                                 
| | 73. |  | Liberty Tree Mall
Newton, MA            |  | Fee                      |  | 49.1  |  | JV   |  | Acquired 1999 |  | 857,117   |  | Marshall's, Sports Authority, Target, Best Buy, Staples, Bed, Bath & Beyond, (6)              
| | 74. |  | Lima Mall
Lima, OH                      |  | Fee                      |  | 100.0 |  | Cons |  | Built 1965    |  | 746,613   |  | Elder-Beerman, Sears, Lazarus, JCPenney                                                       
| | 75. |  | Lincolnwood Town Center Lincolnwood, IL |  | Fee                      |  | 100.0 |  | Cons |  | Built 1990    |  | 422,106   |  | JCPenney, Carson Pirie
Scott, (6)                                                             
| | 76. |  | Lindale Mall (8)
Cedar Rapids, IA       |  | Fee                      |  | 50.0  |  | JV   |  | Acquired 1998 |  | 691,623   |  | Von Maur, Sears, Younkers                                                                     
| | 77. |  | Livingston Mall
Livingston, NJ          |  | Fee                      |  | 100.0 |  | Cons |  | Acquired 1998 |  | 985,537   |  | Macy's, Sears, Lord & Taylor                                                                  
| | 78. |  | Longview Mall
Longview, TX              |  | Fee                      |  | 100.0 |  | Cons |  | Built 1978    |  | 613,846   |  | Dillard's (4), JCPenney, Sears, Service Merchandise, Beall's                                  
| | 79. |  | Machesney Park Mall (28) Rockford, IL   |  | Fee                      |  | 100.0 |  | Cons |  | Built 1979    |  | 554,916   |  | Seventh Avenue Direct, Bergners                                                               
| | 80. |  | Mall at Rockingham Park Salem, NH       |  | Fee                      |  | 24.6  |  | JV   |  | Acquired 1999 |  | 1,020,581 |  | Macy's, Filene's, JCPenney, Sears                                                             
| | 81. |  | Mall of America
Minneapolis, MN         |  | Fee (14)                 |  | 27.5  |  | JV   |  | Acquired 1999 |  | 2,778,608 |  | Macy's, Bloomingdales, Nordstrom, Sears, Knott's Camp Snoopy                                  
| | 82. |  | Mall of Georgia
Gwinnett County, GA     |  | Fee                      |  | 50.0  |  | JV   |  | Built 1999    |  | 1,785,432 |  | Lord & Taylor, Rich's, Dillard's, Galyan's, Haverty's, JCPenney, Nordstrom, Bed, Bath & Beyond
| | 83. |  | Mall of New Hampshire
Manchester, NH    |  | Fee                      |  | 49.1  |  | JV   |  | Acquired 1999 |  | 806,469   |  | Filene's, JCPenney, Sears, Best Buy                                                           
| | 84. |  | Markland Mall
Kokomo, IN                |  | Ground Lease (2041)      |  | 100.0 |  | Cons |  | Built 1968    |  | 393,102   |  | Lazarus, Sears, Target                                                                        
| | 85. |  | McCain Mall
N. Little Rock, AR          |  | Ground Lease (15) (2032) |  | 100.0 |  | Cons |  | Built 1973    |  | 777,092   |  | Sears, Dillard's, JCPenney, M.M. Cohn                                                         
| |     |  |                                         |  |                          |  |       |  |      |  |               |  |           |  |                                                                                               

14

---

| | 86.  |  | Melbourne Square Melbourne, FL          |  | Fee                 |  | 100.0 |  | Cons |  | Built 1982    |  | 729,331   |      | Belk, Dillard's (4), JCPenney, Burdines                               
| | ---- |  | --------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ------------- |  | --------- | ---- | ----------------------------------------------------------------------
| | 87.  |  | Memorial Mall
Sheboygan, WI             |  | Fee                 |  | 100.0 |  | Cons |  | Built 1969    |  | 348,601   |      | Kohl's, Sears, Hobby Lobby (9)                                        
| | 88.  |  | Menlo Park Mall
Edison, NJ              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,297,201 | (16) | Macy's (4), Nordstrom                                                 
| | 89.  |  | Mesa Mall (8)
Grand Junction, CO        |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 856,175   |      | Sears, Herberger's, JCPenney, Target, Mervyn's                        
| | 90.  |  | Metrocenter
Phoenix, AZ                 |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,366,738 |      | Macy's, Dillard's, Robinsons-May, JCPenney, Sears, Vans Skate Park    
| | 91.  |  | Miami
International Mall (27)
Miami, FL |  | Fee                 |  | 60.0  |  | Cons |  | Built 1982    |  | 972,947   |      | Sears, Dillard's, JCPenney, Burdines (4)                              
| | 92.  |  | Midland Park Mall
Midland, TX           |  | Fee                 |  | 100.0 |  | Cons |  | Built 1980    |  | 619,202   |      | Dillard's (4), JCPenney, Sears, Beall's                               
| | 93.  |  | Miller Hill Mall
Duluth, MN             |  | Ground Lease (2008) |  | 100.0 |  | Cons |  | Built 1973    |  | 807,810   |      | JCPenney, Sears, Younkers, Barnes & Noble                             
| | 94.  |  | Mounds Mall
Anderson, IN                |  | Ground Lease (2033) |  | 100.0 |  | Cons |  | Built 1965    |  | 404,483   |      | Elder-Beerman, JCPenney, Sears                                        
| | 95.  |  | Muncie Mall
Muncie, IN                  |  | Fee                 |  | 100.0 |  | Cons |  | Built 1970    |  | 657,451   |      | JCPenney, L.S. Ayres, Sears, Elder Beerman                            
| | 96.  |  | Nanuet Mall
Nanuet, NY                  |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1998 |  | 915,139   |      | Macy's, Boscov, Sears                                                 
| | 97.  |  | North East Mall
Hurst, TX               |  | Fee                 |  | 100.0 |  | Cons |  | Built 1971    |  | 1,705,334 |      | Saks Fifth Avenue, Nordstrom, Dillard's, JCPenney, Sears, Foley's, (6)
| | 98.  |  | North Towne Square
Toledo, OH           |  | Fee                 |  | 100.0 |  | Cons |  | Built 1980    |  | 748,122   |      | (6)                                                                   
| | 99.  |  | Northfield Square
Bradley, IL           |  | Fee (11)            |  | 31.6  |  | JV   |  | Built 1990    |  | 558,365   |      | Sears, JCPenney, Carson Pirie Scott (4)                               
| | 100. |  | Northgate Mall
Seattle, WA              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1987 |  | 1,012,870 |      | Nordstrom, JCPenney, Gottschalk, The Bon Marche                       
| | 101. |  | Northlake Mall
Atlanta, GA              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1998 |  | 961,977   |      | Parisian, Macy's, Sears, JCPenney                                     
| | 102. |  | Northpark Mall
Davenport, IA            |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,056,596 |      | Von Maur, Younkers, Dillard's (9), JCPenney, Sears, Barnes & Noble    
| | 103. |  | Northshore Mall
Peabody, MA             |  | Fee                 |  | 49.1  |  | JV   |  | Acquired 1999 |  | 1,684,590 |      | Macy's, Filene's, JCPenney, Lord & Taylor, Sears                      
| | 104. |  | Northwoods Mall
Peoria, IL              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1983 |  | 695,395   |      | Famous Barr, JCPenney, Sears                                          
| |      |  |                                         |  |                     |  |       |  |      |  |               |  |           |      |                                                                       

15

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| | 105. |  | Oak Court Mall
Memphis, TN                    |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 853,333   | (17) | Dillard's (4), Goldsmith's                                                                 
| | ---- |  | --------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | --------- | ---- | -------------------------------------------------------------------------------------------
| | 106. |  | Orange Park Mall Jacksonville, FL             |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1994 |  | 928,831   |      | Dillard's, JCPenney, Sears, Belk                                                           
| | 107. |  | Orland Square
Orland Park, IL                 |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,217,507 |      | JCPenney, Marshall Field, Sears, Carson Pirie Scott                                        
| | 108. |  | Paddock Mall
Ocala, FL                        |  | Fee                              |  | 100.0 |  | Cons |  | Built 1980    |  | 559,902   |      | JCPenney, Sears, Belk, Burdines                                                            
| | 109. |  | Palm Beach Mall
West Palm Beach, FL           |  | Fee                              |  | 100.0 |  | Cons |  | Built 1967    |  | 1,212,678 |      | Dillard's, JCPenney, Sears, Burdines, Borders Books & Music, MARS, (6)                     
| | 110. |  | Phipps Plaza
Atlanta, GA                      |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 821,501   |      | Lord & Taylor, Parisian, Saks Fifth Avenue                                                 
| | 111. |  | Port Charlotte Town Center Port Charlotte, FL |  | Ground Lease (11) (2064)         |  | 80.0  |  | Cons |  | Built 1989    |  | 780,562   |      | Dillard's, JCPenney, Beall's (9), Sears, Burdines                                          
| | 112. |  | Prien Lake Mall
Lake Charles, LA              |  | Fee and Ground Lease (10) (2025) |  | 100.0 |  | Cons |  | Built 1972    |  | 812,022   |      | Dillards, JCPenney, Foley's (9), Sears, The White House                                    
| | 113. |  | Raleigh Springs Mall Memphis, TN              |  | Fee and Ground Lease (10) (2018) |  | 100.0 |  | Cons |  | Built 1979    |  | 917,789   |      | Dillard's, Sears, JCPenney, Goldsmith's                                                    
| | 114. |  | Randall Park Mall (28) (29)
Cleveland, OH     |  | Fee                              |  | 100.0 |  | Cons |  | Built 1976    |  | 1,563,546 |      | Dillard's, Kaufmann's, Sears, Burlington Coat Factory, Ohio Furniture Mart.com, (6)        
| | 115. |  | Richardson Square
Dallas, TX                  |  | Fee                              |  | 100.0 |  | Cons |  | Built 1977    |  | 745,515   |      | Dillard's, Sears, Stein Mart, Target, Ross Dress for Less, Barnes & Noble, Super Target (9)
| | 116. |  | Richmond Square
Richmond, IN                  |  | Fee                              |  | 100.0 |  | Cons |  | Built 1966    |  | 391,217   |      | Dillard's, JCPenney, Sears, Office Max                                                     
| | 117. |  | Richmond Town Square Cleveland, OH            |  | Fee                              |  | 100.0 |  | Cons |  | Built 1966    |  | 1,021,546 |      | Sears, JCPenney, Kaufmann's, Barnes & Noble, Old Navy                                      
| | 118. |  | River Oaks Center
Calumet City, IL            |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,362,404 | (18) | Sears, JCPenney, Carson Pirie Scott, Marshall Field's                                      
| | 119. |  | Rockaway Townsquare Rockaway, NJ              |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,242,037 |      | Macy's, Lord & Taylor, JCPenney, Sears                                                     
| | 120. |  | Rolling Oaks Mall
North San Antonio, TX       |  | Fee                              |  | 100.0 |  | Cons |  | Built 1988    |  | 737,781   |      | Sears, Dillard's, Foley's,                                                                 
| | 121. |  | Roosevelt Field Mall
Garden City, NY          |  | Ground Lease (10) (2090)         |  | 100.0 |  | Cons |  | Acquired 1998 |  | 2,178,006 |      | Macy's, Bloomingdale's, JCPenney, Nordstrom, (6)                                           
| | 122. |  | Ross Park Mall
Pittsburgh, PA                 |  | Fee                              |  | 100.0 |  | Cons |  | Built 1986    |  | 1,276,177 |      | Lazarus, JCPenney, Sears, Kaufmann's, Media Play, Designer Shoe Warehouse                  
| |      |  |                                               |  |                                  |  |       |  |      |  |               |  |           |      |                                                                                            

16

---

| | 123. |  | Rushmore Mall (8)
Rapid City, SD                   |  | Fee |  | 50.0  |  | JV   |  | Acquired 1998 |  | 835,224   |  | JCPenney, Sears, Herberger's, Hobby Lobby, Target                                             
| | ---- |  | -------------------------------------------------- |  | --- |  | ----- |  | ---- |  | ------------- |  | --------- |  | ----------------------------------------------------------------------------------------------
| | 124. |  | St. Charles Towne Center Waldorf, MD               |  | Fee |  | 100.0 |  | Cons |  | Built 1990    |  | 1,044,196 |  | Sears, JCPenney, Kohl's, Hecht's (7)                                                          
| | 125. |  | Santa Rosa Plaza
Santa Rosa, CA                    |  | Fee |  | 100.0 |  | Cons |  | Acquired 1998 |  | 696,411   |  | Macy's, Mervyn's, Sears                                                                       
| | 126. |  | Seminole Towne Center Sanford, FL                  |  | Fee |  | 45.0  |  | JV   |  | Built 1995    |  | 1,153,559 |  | Dillard's, JCPenney, Parisian, Sears, Burdines                                                
| | 127. |  | Shops at Mission Viejo Mall,
The Mission
Viejo, CA |  | Fee |  | 100.0 |  | Cons |  | Built 1979    |  | 1,145,489 |  | Macy's, Saks Fifth Avenue, Robinsons - May, Nordstrom                                         
| | 128. |  | Smith Haven Mall
Lake Grove, NY                    |  | Fee |  | 25.0  |  | JV   |  | Acquired 1995 |  | 1,363,904 |  | Macy's, Sears, JCPenney, H & M, (6)                                                           
| | 129. |  | Solomon Pond Mall Marlborough, MA                  |  | Fee |  | 49.1  |  | JV   |  | Acquired 1999 |  | 880,786   |  | Filene's, Sears, JCPenney, Linens-N-Things                                                    
| | 130. |  | Source, The
Long Island, NY                        |  | Fee |  | 25.0  |  | JV   |  | Built 1997    |  | 728,763   |  | Off 5th-Saks Fifth Avenue, Fortunoff, Nordstrom Rack, Old Navy, Circuit City, Virgin Megastore
| | 131. |  | South Hills Village Pittsburgh, PA                 |  | Fee |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,113,247 |  | Sears, Kaufmann's, Lazarus                                                                    
| | 132. |  | South Park Mall
Shreveport, LA                     |  | Fee |  | 100.0 |  | Cons |  | Built 1975    |  | 857,775   |  | Burlington Coat Factory, Stage, Wholesale America, (6)                                        
| | 133. |  | South Shore Plaza
Braintree, MA                    |  | Fee |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,443,696 |  | Macy's, Filene's, Lord & Taylor, Sears                                                        
| | 134. |  | Southern Hills Mall (8)
Sioux City, IA             |  | Fee |  | 50.0  |  | JV   |  | Acquired 1998 |  | 750,418   |  | Younkers, Sears, Target                                                                       
| | 135. |  | Southern Park Mall Youngstown, OH                  |  | Fee |  | 100.0 |  | Cons |  | Built 1970    |  | 1,198,862 |  | Dillard's, JCPenney, Sears, Kaufmann's                                                        
| | 136. |  | Southgate Mall
Yuma, AZ                            |  | Fee |  | 100.0 |  | Cons |  | Acquired 1988 |  | 321,564   |  | Sears, Dillard's, JCPenney, Hastings                                                          
| | 137. |  | SouthPark Mall
Moline, IL                          |  | Fee |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,032,672 |  | JCPenney, Dillard's (9), Younkers, Sears, Von Maur                                            
| | 138. |  | SouthRidge Mall (8)
Des Moines, IA                 |  | Fee |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,008,088 |  | Sears, Younkers, JCPenney, Target, (6)                                                        
| | 139. |  | Square One Mall
Saugus, MA                         |  | Fee |  | 49.1  |  | JV   |  | Acquired 1999 |  | 850,487   |  | Filene's, Sears, Service Merchandise, TJMaxx & More                                           
| | 140. |  | Summit Mall
Akron, OH                              |  | Fee |  | 100.0 |  | Cons |  | Built 1965    |  | 762,876   |  | Dillard's (4), Kaufmann's                                                                     
| |      |  |                                                    |  |     |  |       |  |      |  |               |  |           |  |                                                                                               

17

---

| | 141. |  | Sunland Park Mall
El Paso, TX            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988    |  | 919,543   |  | JCPenney, Mervyn's, Sears, Dillard's (4)                                    
| | ---- |  | ---------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ------------- |  | --------- |  | ----------------------------------------------------------------------------
| | 142. |  | Tacoma Mall
Tacoma, WA                   |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1987 |  | 1,263,690 |  | Nordstrom, Sears, JCPenney, The Bon Marche, Mervyn's                        
| | 143. |  | Tippecanoe Mall
Lafayette, IN            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1973    |  | 861,364   |  | Lazarus, Sears, L.S. Ayres, JCPenney, Kohl's                                
| | 144. |  | Town Center at Boca Raton Boca Raton, FL |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,554,606 |  | Lord & Taylor, Saks Fifth Avenue, Bloomingdale's, Sears, Burdines, Nordstrom
| | 145. |  | Town Center at Cobb Atlanta, GA          |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,272,847 |  | Macy's, Parisian, Sears, JCPenney, Rich's                                   
| | 146. |  | Towne East Square
Wichita, KS            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1975    |  | 1,092,070 |  | Dillard's, JCPenney, Sears, Von Maur (9), Steinmart                         
| | 147. |  | Towne West Square
Wichita, KS            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1980    |  | 966,057   |  | Dillard's (4), Sears, JCPenney, (6)                                         
| | 148. |  | Treasure Coast Square
Jenson Beach, FL   |  | Fee                 |  | 100.0 |  | Cons |  | Built 1987    |  | 872,277   |  | Dillard's (4), Sears, Borders JCPenney, Burdines                            
| | 149. |  | Tyrone Square
St. Petersburg, FL         |  | Fee                 |  | 100.0 |  | Cons |  | Built 1972    |  | 1,128,815 |  | Dillard's, JCPenney, Sears, Borders, Burdines                               
| | 150. |  | University Mall
Little Rock, AR          |  | Ground Lease (2026) |  | 100.0 |  | Cons |  | Built 1967    |  | 565,306   |  | JCPenney, M.M. Cohn, Sears (9)                                              
| | 151. |  | University Mall
Pensacola, FL            |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1994 |  | 707,203   |  | JCPenney, Sears, McRae's                                                    
| | 152. |  | University Park Mall
South Bend, IN      |  | Fee                 |  | 60.0  |  | Cons |  | Built 1979    |  | 941,112   |  | LS Ayres, JCPenney, Sears, Marshall Fields                                  
| | 153. |  | Upper Valley Mall Springfield, OH        |  | Fee                 |  | 100.0 |  | Cons |  | Built 1971    |  | 750,486   |  | Lazarus, JCPenney, Sears, Elder-Beerman                                     
| | 154. |  | Valle Vista Mall
Harlingen, TX           |  | Fee                 |  | 100.0 |  | Cons |  | Built 1983    |  | 656,654   |  | Dillard's, Mervyn's, Sears, JCPenney, Marshalls, Beall's                    
| | 155. |  | Valley Mall
Harrisonburg, VA             |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 511,889   |  | JCPenney, Belk, Wal-Mart, Peebles                                           
| | 156. |  | Virginia Center Commons Richmond, VA     |  | Fee                 |  | 100.0 |  | Cons |  | Built 1991    |  | 786,639   |  | Dillard's (4), Hecht's, JCPenney, Sears                                     
| | 157. |  | Walt Whitman Mall Huntington Station, NY |  | Ground Rent (2012)  |  | 98.4  |  | Cons |  | Acquired 1998 |  | 1,027,872 |  | Macy's, Lord & Taylor, Bloomingdale's, Saks Fifth Avenue                    
| | 158. |  | Washington Square Indianapolis, IN       |  | Fee                 |  | 100.0 |  | Cons |  | Built 1974    |  | 1,121,521 |  | L.S. Ayres, Lazarus, Target, Sears, (6)                                     
| | 159. |  | West Ridge Mall
Topeka, KS (19)          |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988    |  | 1,040,623 |  | Dillard's, JCPenney, The Jones Store, Sears, (6)                            
| | 160. |  | West Town Mall (27) Knoxville, TN        |  | Ground Lease (2042) |  | 50.0  |  | JV   |  | Acquired 1991 |  | 1,334,029 |  | Parisian, Dillard's, JCPenney, Proffitt's, Sears                            
| |      |  |                                          |  |                     |  |       |  |      |  |               |  |           |  |                                                                             

18

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| | 161. |  | Westchester, The
White Plains, NY                    |  | Fee |  | 40.0  |  | JV   |  | Acquired 1997 |  | 826,540   |  | Neiman Marcus, Nordstrom                                                                                                                                                                                                                     
| | ---- |  | ---------------------------------------------------- |  | --- |  | ----- |  | ---- |  | ------------- |  | --------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 162. |  | Westminster Mall Westminster, CA                     |  | Fee |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,042,803 |  | Sears, JCPenney, Robinsons-May, Macy's (9)                                                                                                                                                                                                   
| | 163. |  | White Oaks Mall
Springfield, IL                      |  | Fee |  | 77.0  |  | Cons |  | Built 1977    |  | 951,381   |  | Famous Barr, Sears, Bergner's, (6)                                                                                                                                                                                                           
| | 164. |  | Windsor Park Mall (28) (29) San Antonio, TX          |  | Fee |  | 100.0 |  | Cons |  | Built 1976    |  | 1,075,968 |  | Ward, JCPenney, Mervyn's, (6)                                                                                                                                                                                                                
| | 165. |  | Woodville Mall (28)
Toledo, OH                       |  | Fee |  | 100.0 |  | Cons |  | Built 1969    |  | 772,744   |  | Sears, Elder-Beerman, Andersons, (6)                                                                                                                                                                                                         
| |      |  |                                                     
| |      |  | VALUE-ORIENTED REGIONAL MALLS                       
| | 1.   |  | Arizona Mills (8)
Tempe, AZ                          |  | Fee |  | 26.3  |  | JV   |  | Built 1997    |  | 1,227,442 |  | Off 5th-Saks Fifth Avenue Outlet, JCPenney Outlet, Burlington Coat Factory, Oshman's Super Sport, Rainforest Café, GameWorks, Hi-Health, Linens-N-Things, Ross Dress for Less, Group USA, Marshalls, Last Call, Off Rodeo, Virgin
Megastore  
| | 2.   |  | Arundel Mills (8)
Anne Arundel, MD                   |  | Fee |  | 37.5  |  | JV   |  | Built 2000    |  | 1,189,072 |  | Sun & Ski Sports, Bass Pro Outdoor World, Muvico, For Your Entertainment, Jillian's, Bed, Bath & Beyond                                                                                                                                      
| | 3.   |  | Concord Mills (8)
Concord, NC                        |  | Fee |  | 37.5  |  | JV   |  | Built 1999    |  | 1,247,394 |  | Saks Fifth Avenue, Alabama Grill, Bass Pro, Bed, Bath & Beyond, Books-A-Million, Burlington Coat Factory, Group USA, Jillian's, T.J. Maxx, F.Y.E., Jeepers                                                                                   
| | 4.   |  | Grapevine Mills (8) Grapevine (Dallas/Ft.
Worth), TX |  | Fee |  | 37.5  |  | JV   |  | Built 1997    |  | 1,368,676 |  | Off 5th-Saks Fifth Avenue Outlet, JCPenney Outlet, Books-A-Million, Burlington Coat Factory, Rainforest Café, Group USA, Bed, Bath & Beyond, Polar Ice, GameWorks                                                                            
| | 5.   |  | Ontario Mills (8)
Ontario, CA                        |  | Fee |  | 25.0  |  | JV   |  | Built 1996    |  | 1,571,661 |  | Off 5th-Saks Fifth Avenue Outlet, JCPenney Outlet, Burlington Coat Factory, Marshall's, Sports Authority, Dave & Busters, Group USA, T.J. Maxx, Foozles, Totally for Kids, Bed, Bath & Beyond, Off Rodeo, Mikasa, Virgin
Megastore, GameWorks
| |      |  |                                                      |  |     |  |       |  |      |  |               |  |           |  |                                                                                                                                                                                                                                              

19

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| |    |  |                                                   
| | -- |  | --------------------------------------------------
| |    |  | SPECIALTY RETAIL CENTERS                          
| | 1. |  | Atrium Mall
Chestnut Hill, MA                     
| | 2. |  | Orlando Premium Outlets (8) Orlando, FL           
| | 3. |  | The Forum Shops at Caesars Las Vegas, NV          
| | 4. |  | The Shops at Sunset Place Miami, FL               
| | 5. |  | Trolley Square
Salt Lake City, UT                 
| |    |  |                                                   
| |    |  | OFFICE AND MIXED-USE PROPERTIES                   
| | 1. |  | Fashion Centre at
Pentagon City, The
Arlington, VA
| | 2. |  | New Orleans Centre/
CNG Tower
New Orleans, LA     
| | 3. |  | O'Hare International Center Rosemont, IL          
| | 4. |  | Riverway
Rosemont, IL                             
| |    |  |                                                   
| |    |  | COMMUNITY SHOPPING CENTERS                        
| | 1. |  | Arboretum, The
Austin, TX                         
| | 2. |  | Bloomingdale Court Bloomingdale, IL               
| | 3. |  | Boardman Plaza
Youngstown, OH                     
| | 4. |  | Bridgeview Court
Bridgeview, IL                   
| | 5. |  | Brightwood Plaza Indianapolis, IN                 
| |    |  |                                                   

20

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| | 6.  |  | Celina Plaza
El Paso, TX                     |  | Fee and Ground Lease (25) (2027) |  | 100.0 |  | Cons |  | Built 1978    |  | 32,622  |  |                                                                                                                
| | --- |  | -------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | ------- |  | ---------------------------------------------------------------------------------------------------------------
| | 7.  |  | Charles Towne Square Charleston, SC          |  | Fee                              |  | 100.0 |  | Cons |  | Built 1976    |  | 199,693 |  | Regal Cinema                                                                                                   
| | 8.  |  | Chesapeake Center Chesapeake, VA             |  | Fee                              |  | 100.0 |  | Cons |  | Built 1989    |  | 299,604 |  | Phar Mor, K-Mart                                                                                               
| | 9.  |  | Cobblestone Court
Victor, NY                 |  | Fee and Ground Lease (12) (2038) |  | 35.0  |  | JV   |  | Built 1993    |  | 265,493 |  | Dick's Sporting Goods, Kmart, Office Max                                                                       
| | 10. |  | Countryside Plaza Countryside, IL            |  | Fee and Ground Lease (12) (2058) |  | 100.0 |  | Cons |  | Built 1977    |  | 435,608 |  | Best Buy, Old Country Buffet, Kmart, Burlington Coat, (6)                                                      
| | 11. |  | Crystal Court
Crystal Lake, IL               |  | Fee                              |  | 35.0  |  | JV   |  | Built 1989    |  | 278,971 |  | Cub Foods, Wal-Mart                                                                                            
| | 12. |  | Eastgate Consumer Mall (28) Indianapolis, IN |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1981 |  | 463,650 |  | Burlington Coat Factory                                                                                        
| | 13. |  | Eastland Convenience Center Evansville, IN   |  | Ground Lease (2075)              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 173,069 |  | Marshalls, Kids "R" Us, Toys "R" Us, Bed Bath & Beyond                                                         
| | 14. |  | Eastland Plaza
Tulsa, OK                     |  | Fee                              |  | 100.0 |  | Cons |  | Built 1986    |  | 188,229 |  | Marshalls, Target, Toys "R" Us                                                                                 
| | 15. |  | Empire East (8)
Sioux Falls, SD              |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 271,351 |  | Kohl's, Target, (6)                                                                                            
| | 16. |  | Fairfax Court
Fairfax, VA                    |  | Fee                              |  | 26.3  |  | JV   |  | Built 1992    |  | 258,738 |  | Burlington Coat Factory, Circuit City Superstore, Today's Man                                                  
| | 17. |  | Forest Plaza
Rockford, IL                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1985    |  | 431,001 |  | Kohl's, Marshalls, Media Play, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed, Bath & Beyond, Petco
| | 18. |  | Fox River Plaza (28)
Elgin, IL               |  | Fee                              |  | 100.0 |  | Cons |  | Built 1985    |  | 322,997 |  | Big Lots, (6), (26)                                                                                            
| | 19. |  | Gaitway Plaza
Ocala, FL                      |  | Fee                              |  | 23.3  |  | JV   |  | Built 1989    |  | 229,972 |  | Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed, Bath & Beyond                              
| | 20. |  | Glen Burnie Mall (28)
Glen Burnie, MD        |  | Fee                              |  | 100.0 |  | Cons |  | Built 1963    |  | 455,291 |  | Toys "R" Us, Best Buy, Dick's Clothing & Sporting Goods                                                        
| | 21. |  | Great Lakes Plaza
Cleveland, OH              |  | Fee                              |  | 100.0 |  | Cons |  | Built 1976    |  | 164,104 |  | Circuit City, Best Buy, Michael's, Cost Plus World Market                                                      
| |     |  |                                              |  |                                  |  |       |  |      |  |               |  |         |  |                                                                                                                

21

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| | 22. |  | Great Northeast Plaza Philadelphia, PA       |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1989 |  | 298,242 |  | Sears, Phar Mor                                                                                                                              
| | --- |  | -------------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ------------- |  | ------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
| | 23. |  | Greenwood Plus
Greenwood, IN                 |  | Fee                 |  | 100.0 |  | Cons |  | Built 1979    |  | 173,481 |  | Best Buy, Kohl's                                                                                                                             
| | 24. |  | Griffith Park Plaza
Griffith, IN             |  | Ground Lease (2060) |  | 100.0 |  | Cons |  | Built 1979    |  | 274,230 |  | (6)                                                                                                                                          
| | 25. |  | Grove at Lakeland
Square, The
Lakeland, FL   |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988    |  | 215,591 |  | Sports Authority                                                                                                                             
| | 26. |  | Highland Lakes Center Orlando, FL            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1991    |  | 478,014 |  | Marshalls, Bed, Bath & Beyond, Foods Festival, Ross Dress for Less, Office Max, (6)                                                          
| | 27. |  | Indian River Commons
Vero Beach, FL          |  | Fee                 |  | 50.0  |  | JV   |  | Built 1997    |  | 264,681 |  | Lowe's, Ross Dress for Less, Bed, Bath & Beyond, (6)                                                                                         
| | 28. |  | Ingram Plaza
San Antonio, TX                 |  | Fee                 |  | 100.0 |  | Cons |  | Built 1980    |  | 111,518 |  | -                                                                                                                                            
| | 29. |  | Keystone Shoppes Indianapolis, IN            |  | Ground Lease (2067) |  | 100.0 |  | Cons |  | Acquired 1997 |  | 29,140  |  | -                                                                                                                                            
| | 30. |  | Knoxville Commons Knoxville, TN              |  | Fee                 |  | 100.0 |  | Cons |  | Built 1987    |  | 180,463 |  | Office Max, Circuit City                                                                                                                     
| | 31. |  | Lake Plaza
Waukegan, IL                      |  | Fee                 |  | 100.0 |  | Cons |  | Built 1986    |  | 215,498 |  | Pic 'N Save, Home Owners Buyer's Outlet, (6)                                                                                                 
| | 32. |  | Lake View Plaza
Orland Park, IL              |  | Fee                 |  | 100.0 |  | Cons |  | Built 1986    |  | 381,907 |  | Best Buy (4), Marshalls, Ulta Cosmetics, Factory Card Outlet, Golf Galaxy, Linens-N-Things (4), Pet Care Plus, (6)                           
| | 33. |  | Lakeline Plaza
Austin, TX                    |  | Fee                 |  | 100.0 |  | Cons |  | Built 1998    |  | 344,693 |  | Old Navy, Best Buy, Cost Plus World Market, Linens-N-Things, Office Max, Petsmart, Ross Dress for Less, T.J. Maxx, Party City, Ulta Cosmetics
| | 34. |  | Lima Center
Lima, OH                         |  | Fee                 |  | 100.0 |  | Cons |  | Built 1978    |  | 201,154 |  | Kohl's, Hobby Lobby                                                                                                                          
| | 35. |  | Lincoln Crossing
O'Fallon, IL                |  | Fee                 |  | 100.0 |  | Cons |  | Built 1990    |  | 161,337 |  | Wal-Mart, PetsMart                                                                                                                           
| | 36. |  | Mainland Crossing
Galveston, TX              |  | Fee(11)             |  | 80.0  |  | Cons |  | Built 1991    |  | 390,987 |  | Hobby Lobby, Sam's Club, Wal-Mart                                                                                                            
| | 37. |  | Mall of Georgia Crossing Gwinnett County, GA |  | Fee                 |  | 50.0  |  | JV   |  | Built 1999    |  | 440,612 |  | Target, Nordstrom Rack, Best Buy, Staples, T.J. Maxx N More                                                                                  
| |     |  |                                              |  |                     |  |       |  |      |  |               |  |         |  |                                                                                                                                              

22

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| | 38. |  | Markland Plaza
Kokomo, IN                      |  | Fee                              |  | 100.0 |  | Cons |  | Built 1974    |  | 66,166  |  | Best Buy, (6)                                                                                
| | --- |  | ---------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | ------- |  | ---------------------------------------------------------------------------------------------
| | 39. |  | Martinsville Plaza Martinsville, VA            |  | Space Lease (2036)               |  | 100.0 |  | Cons |  | Built 1967    |  | 102,105 |  | Rose's                                                                                       
| | 40. |  | Matteson Plaza
Matteson, IL                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1988    |  | 275,455 |  | Dominick's, Michael's Arts & Crafts, Value City                                              
| | 41. |  | Memorial Plaza
Sheboygan, WI                   |  | Fee                              |  | 100.0 |  | Cons |  | Built 1966    |  | 131,499 |  | Office Max, Big Lots                                                                         
| | 42. |  | Mounds Mall Cinema Anderson, IN                |  | Fee                              |  | 100.0 |  | Cons |  | Built 1974    |  | 7,500   |  | -                                                                                            
| | 43. |  | Muncie Plaza
Muncie, IN                        |  | Fee                              |  | 100.0 |  | Cons |  | Built 1998    |  | 172,651 |  | Kohl's, Office Max, Shoe Carnival, T.J. Maxx, Target                                         
| | 44. |  | New Castle Plaza
New Castle, IN                |  | Fee                              |  | 100.0 |  | Cons |  | Built 1966    |  | 91,648  |  | Goody's                                                                                      
| | 45. |  | North Ridge Plaza
Joliet, IL                   |  | Fee                              |  | 100.0 |  | Cons |  | Built 1985    |  | 305,070 |  | Best Buy, Minnesota Fabrics, Hobby Lobby, Office Max, Cub Foods                              
| | 46. |  | North Riverside Park Plaza North Riverside, IL |  | Fee                              |  | 100.0 |  | Cons |  | Built 1977    |  | 119,608 |  | Dominick's                                                                                   
| | 47. |  | Northland Plaza
Columbus, OH                   |  | Fee and Ground Lease (10) (2085) |  | 100.0 |  | Cons |  | Built 1988    |  | 209,534 |  | Marshalls, Hobby Lobby, (6)                                                                  
| | 48. |  | Northwood Plaza
Fort Wayne, IN                 |  | Fee                              |  | 100.0 |  | Cons |  | Built 1974    |  | 204,372 |  | Target, Cinema Grill, (6)                                                                    
| | 49. |  | Park Plaza
Hopkinsville, KY                    |  | Fee and Ground Lease (10) (2039) |  | 100.0 |  | Cons |  | Built 1968    |  | 115,024 |  | Wal-Mart, (6)                                                                                
| | 50. |  | Plaza at Buckland Hills, The Manchester, CT    |  | Fee                              |  | 35.0  |  | JV   |  | Built 1993    |  | 334,487 |  | Toys "R" Us, Jo-Ann Etc., Kids "R" Us, Comp USA, Linens-N-Things, Party City, The Floor Store
| | 51. |  | Regency Plaza
St. Charles, MO                  |  | Fee                              |  | 100.0 |  | Cons |  | Built 1988    |  | 287,526 |  | Wal-Mart, Sam's Wholesale, Pets Mart                                                         
| | 52. |  | Ridgewood Court
Jackson, MS                    |  | Fee                              |  | 35.0  |  | JV   |  | Built 1993    |  | 240,662 |  | T.J. Maxx, Bed, Bath & Beyond, Best Buy, Marshall's, Lifeway Christian Stores                
| | 53. |  | Rockaway Convenience
Center
Rockaway, NJ       |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 135,426 |  | Kids "R" Us, AMCE Grocery                                                                    
| | 54. |  | Royal Eagle Plaza
Coral Springs, FL            |  | Fee                              |  | 35.0  |  | JV   |  | Built 1989    |  | 198,986 |  | Kmart, Stein Mart                                                                            
| |     |  |                                                |  |                                  |  |       |  |      |  |               |  |         |  |                                                                                              

23

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| | 55. |  | Shops at Northeast Mall, The Hurst, TX  |  | Fee                 |  | 100.0 |  | Cons |  | Built 1999 |  | 364,534 |  | Old Navy, Nordstrom Rack, Bed, Bath & Beyond, Office Max, Michael's, Petsmart, T.J. Maxx, Ultra Cosmetics, Best Buy, Zany Brainy
| | --- |  | --------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ---------- |  | ------- |  | --------------------------------------------------------------------------------------------------------------------------------
| | 56. |  | St. Charles Towne Plaza Waldorf, MD     |  | Fee                 |  | 100.0 |  | Cons |  | Built 1987 |  | 404,952 |  | Value City Furniture, T.J. Maxx, Ames, Jo Ann Fabrics, CVS, Shoppers Food Warehouse, (6)                                        
| | 57. |  | Teal Plaza
Lafayette, IN                |  | Fee                 |  | 100.0 |  | Cons |  | Built 1962 |  | 101,087 |  | Circuit City, Hobby-Lobby, The Pep Boys                                                                                         
| | 58. |  | Terrace at The Florida Mall Orlando, FL |  | Fee                 |  | 100.0 |  | Cons |  | Built 1989 |  | 329,362 |  | Marshalls, Target                                                                                                               
| | 59. |  | Tippecanoe Plaza
Lafayette, IN          |  | Fee                 |  | 100.0 |  | Cons |  | Built 1974 |  | 94,598  |  | Best Buy, Barnes & Noble                                                                                                        
| | 60. |  | University Center
South Bend, IN        |  | Fee                 |  | 60.0  |  | Cons |  | Built 1980 |  | 150,548 |  | Best Buy, Michaels                                                                                                              
| | 61. |  | Village Park Plaza
Westfield, IN        |  | Fee                 |  | 35.0  |  | JV   |  | Built 1990 |  | 528,154 |  | Wal-Mart, Galyan's, Frank's Nursery, Kohl's, Marsh, (6)                                                                         
| | 62. |  | Wabash Village
West Lafayette, IN       |  | Ground Lease (2063) |  | 100.0 |  | Cons |  | Built 1970 |  | 124,536 |  | Kmart                                                                                                                           
| | 63. |  | Washington Plaza Indianapolis, IN       |  | Fee                 |  | 100.0 |  | Cons |  | Built 1976 |  | 50,107  |  | Kids "R" Us                                                                                                                     
| | 64. |  | Waterford Lakes Town
Center
Orlando, FL |  | Fee                 |  | 100.0 |  | Cons |  | Built 1999 |  | 818,136 |  | Super Target, T.J. Maxx, Barnes & Noble, Ross Dress for Less, Petsmart, Bed, Bath & Beyond, Old Navy, Best Buy, Office Max      
| | 65. |  | West Ridge Plaza
Topeka, KS             |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988 |  | 237,858 |  | Target, T.J. Maxx, Toys "R" Us, (6)                                                                                             
| | 66. |  | West Town Corners Altamonte Springs, FL |  | Fee                 |  | 23.3  |  | JV   |  | Built 1989 |  | 385,026 |  | Wal-Mart, Sports Authority, PetsMart, Winn Dixie                                                                                
| | 67. |  | Westland Park Plaza
Orange Park, FL     |  | Fee                 |  | 23.3  |  | JV   |  | Built 1989 |  | 163,154 |  | Burlington Coat Factory, PetsMart, Sports Authority, Sound Advice                                                               
| | 68. |  | White Oaks Plaza
Springfield, IL        |  | Fee                 |  | 100.0 |  | Cons |  | Built 1986 |  | 400,303 |  | Kohl's, Kids "R" Us, Office Max, T.J. Maxx, Toys "R" Us, Cub Foods                                                              
| | 69. |  | Wichita Mall
Wichita, KS                |  | Ground Lease (2022) |  | 100.0 |  | Cons |  | Built 1969 |  | 370,181 |  | (6)                                                                                                                             
| | 70. |  | Willow Knolls Court
Peoria, IL          |  | Fee                 |  | 35.0  |  | JV   |  | Built 1990 |  | 382,377 |  | Kohl's, Phar-Mor, Sam's Wholesale Club                                                                                          
| |     |  |                                         |  |                     |  |       |  |      |  |            |  |         |  |                                                                                                                                 

24

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| | 71. |  | Wood Plaza (28)
Fort Dodge, IA |  | Ground Lease (2045) |  | 100.0 |  | Cons |  | Built 1968 |  | 96,195  |  |                                                          
| | --- |  | ------------------------------ |  | ------------------- |  | ----- |  | ---- |  | ---------- |  | ------- |  | ---------------------------------------------------------
| | 72. |  | Yards Plaza, The
Chicago, IL   |  | Fee                 |  | 35.0  |  | JV   |  | Built 1990 |  | 272,452 |  | Burlington Coat Factory, Value City, Ralphs Food for Less
| |     |  |                               
| |     |  | PROPERTIES UNDER CONSTRUCTION 
| |     |  | None.                          |  |                     |  |       |  |      |  |            |  |         |  |                                                          
| |     |  | (Footnotes on following page)  |  |                     |  |       |  |      |  |            |  |         |  |                                                          

25

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26

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Land Held for Development

We have direct or indirect ownership interests in eleven parcels of land held for future development, containing an aggregate of approximately 772
acres located
in eight states. In addition, we have an indirect interest in one parcel of land totaling 109 acres through M.S. Management Associates, Inc., which was previously held for development, but is
now being marketed for sale.

Joint Ventures

At certain of the Properties held as joint-ventures, we and its partners each have rights of first refusal, subject to certain conditions, to acquire
additional
ownership in the Property should the other partner decide to sell its ownership interest. In addition, certain of the Properties held as joint ventures contain "buy-sell" provisions, which
give the partners the right to trigger a purchase or sale of ownership interest amongst the partners.

Mortgage Financing on Properties

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. In addition certain limited partner Unitholders have guaranteed a portion of the property related debt in the aggregate amount of $559.3 million.

27

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MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES  (Dollars in thousands)

|Property Name                       |  |      |  | Interest
Rate |      | Face Amount
at 12/31/2001 |         | Annual Debt
Service |        | Maturity
Date |           
|----------------------------------- |  | ---- |  | ------------- | ---- | ------------------------- | ------- | ------------------- | ------ | ------------- | ----------
|Combined Consolidated Indebtedness: |  |      |  |               |      |                           |         |                     |        |               |           
|Secured Indebtedness:               |  |      |  |               |      |                           |         |                     |        |               |           
|Simon Property Group, LP:           |  |      |  |               |      |                           |         |                     |        |               |           
|Anderson Mall  1                   |  | (1)  |  | 6.57%         |      |                           | 19,000  |                     | 1,248  | (2)           | 3/15/2003 
|Anderson Mall  2                   |  | (1)  |  | 7.01%         |      |                           | 8,500   |                     | 596    | (2)           | 3/15/2003 
|Arboretum                           |  |      |  | 3.37%         | (3)  |                           | 34,000  |                     | 1,147  | (2)           | 11/30/2003
|Arsenal Mall  1                    |  |      |  | 6.75%         |      |                           | 33,849  |                     | 2,724  |               | 9/28/2008 
|Arsenal Mall  2                    |  |      |  | 8.20%         |      |                           | 2,051   |                     | 286    |               | 5/15/2016 
|Battlefield Mall  1                |  |      |  | 7.50%         |      |                           | 45,040  |                     | 4,765  |               | 1/1/2004  
|Battlefield Mall  2                |  |      |  | 6.81%         |      |                           | 43,513  |                     | 3,524  |               | 1/1/2004  
|Biltmore Square                     |  |      |  | 7.95%         |      |                           | 26,000  |                     | 2,067  | (2)           | 12/11/2010
|Bloomingdale Court                  |  | (5)  |  | 7.78%         |      |                           | 29,333  |                     | 2,578  |               | 10/1/2009 
|Bowie Mall  1                      |  |      |  | 3.37%         | (3)  |                           | 1,294   |                     | 44     | (2)           | 12/14/2002
|Bowie Mall  2                      |  |      |  | 3.37%         | (3)  |                           | 46,317  |                     | 1,563  | (2)           | 12/14/2005
|Brunswick Square                    |  |      |  | 3.37%         | (3)  |                           | 45,000  |                     | 1,518  | (2)           | 6/12/2005 
|Century III Mall                    |  |      |  | 6.78%         |      |                           | 66,000  |                     | 4,475  | (2)           | 7/1/2003  
|Chesapeake Center                   |  |      |  | 8.44%         |      |                           | 6,563   |                     | 554    | (2)           | 5/15/2015 
|Chesapeake Square                   |  |      |  | 4.62%         | (16) |                           | 47,000  |                     | 2,173  | (2)           | 7/1/2006  
|Cielo Vista Mall  1                |  | (6)  |  | 9.38%         |      |                           | 52,930  |                     | 5,828  |               | 5/1/2007  
|Cielo Vista Mall  2                |  |      |  | 8.13%         |      |                           | 1,250   |                     | 376    |               | 11/1/2005 
|Cielo Vista Mall  3                |  | (6)  |  | 6.76%         |      |                           | 37,665  |                     | 3,039  |               | 5/1/2007  
|CMBS Loan  Fixed Component         |  | (7)  |  | 7.31%         |      |                           | 175,000 |                     | 12,790 | (2)           | 12/15/2004
|CMBS Loan  Variable Component      |  | (7)  |  | 6.20%         | (8)  |                           | 50,000  |                     | 3,100  | (2)           | 12/15/2004
|College Mall  1                    |  | (9)  |  | 7.00%         |      |                           | 39,465  |                     | 3,908  |               | 1/1/2009  
|College Mall  2                    |  | (9)  |  | 6.76%         |      |                           | 11,602  |                     | 935    |               | 1/1/2009  
|Crystal River                       |  |      |  | 7.63%         |      |                           | 16,158  |                     | 1,385  |               | 11/11/2010
|Eastland Mall (OK)                  |  | (12) |  | 6.81%         |      |                           | 14,759  |                     | 1,375  |               | 3/15/2003 
|Eastland Mall  2                   |  |      |  | 6.57%         |      |                           | 5,911   |                     | 541    |               | 3/15/2003 
|Forest Mall  1                     |  | (12) |  | 6.57%         |      |                           | 12,589  |                     | 1,152  |               | 3/15/2003 
|Forest Mall  2                     |  | (12) |  | 6.81%         |      |                           | 2,706   |                     | 252    |               | 3/15/2003 
|Forest Mall  3                     |  |      |  | 6.57%         |      |                           | 2,191   |                     | 200    |               | 3/15/2003 
|Forest Plaza                        |  | (5)  |  | 7.78%         |      |                           | 16,088  |                     | 1,414  |               | 10/1/2009 
|Forest Village Park Mall  1        |  | (1)  |  | 6.57%         |      |                           | 20,600  |                     | 1,353  | (2)           | 3/15/2003 
|Forest Village Park Mall  2        |  | (1)  |  | 7.01%         |      |                           | 1,250   |                     | 88     | (2)           | 3/15/2003 
|Forum Phase I  Class A-1           |  |      |  | 7.13%         |      |                           | 46,996  |                     | 3,348  | (2)           | 5/15/2004 
|Forum Phase I  Class A-2           |  |      |  | 6.19%         | (13) |                           | 44,386  |                     | 2,747  | (2)           | 5/15/2004 
|Forum Phase II  Class A-1          |  |      |  | 7.13%         |      |                           | 43,004  |                     | 3,064  | (2)           | 5/15/2004 
|Forum Phase II  Class A-2          |  |      |  | 6.19%         | (13) |                           | 40,614  |                     | 2,514  | (2)           | 5/15/2004 
|Greenwood Park Mall  1             |  | (9)  |  | 7.00%         |      |                           | 33,053  |                     | 3,273  |               | 1/1/2009  
|Greenwood Park Mall  2             |  | (9)  |  | 6.76%         |      |                           | 59,946  |                     | 4,831  |               | 1/1/2009  
|Grove at Lakeland Square, The       |  |      |  | 8.44%         |      |                           | 3,750   |                     | 317    | (2)           | 5/15/2015 
|Gulf View Square                    |  |      |  | 8.25%         |      |                           | 35,777  |                     | 3,652  |               | 10/1/2006 
|Highland Lakes Center               |  |      |  | 3.37%         | (3)  |                           | 12,877  |                     | 434    | (2)           | 3/1/2002  
|Hutchinson Mall  1                 |  | (12) |  | 8.44%         |      |                           | 11,062  |                     | 1,108  |               | 11/1/2002 
|Hutchinson Mall  2                 |  | (12) |  | 6.81%         |      |                           | 4,428   |                     | 413    |               | 9/15/2002 
|Ingram Park Mall                    |  | (41) |  | 6.99%         |      |                           | 84,065  |                     | 6,724  |               | 8/11/2011 
|Jefferson Valley Mall               |  |      |  | 3.12%         | (14) |                           | 60,000  |                     | 1,874  | (2)           | 1/11/2004 
|Keystone at the Crossing            |  |      |  | 7.85%         |      |                           | 62,163  |                     | 5,642  |               | 7/1/2027  
|Knoxville Center                    |  | (41) |  | 6.99%         |      |                           | 63,659  |                     | 5,092  |               | 8/11/2011 
|Lake View Plaza                     |  | (5)  |  | 7.78%         |      |                           | 21,386  |                     | 1,880  |               | 10/1/2009 

28

---

|Lakeline Mall                  |  |      |  | 7.65%  |      |  | 70,503  |  | 6,300  |     | 5/1/2007   |    
|------------------------------ |  | ---- |  | ------ | ---- |  | ------- |  | ------ | --- | ---------- | ---
|Lakeline Plaza                 |  | (5)  |  | 7.78%  |      |  | 23,447  |  | 2,061  |     | 10/1/2009  |    
|Lincoln Crossing               |  | (5)  |  | 7.78%  |      |  | 3,239   |  | 285    |     | 10/1/2009  |    
|Longview Mall  1              |  | (1)  |  | 6.57%  |      |  | 22,100  |  | 1,452  | (2) | 3/15/2003  | (4)
|Longview Mall  2              |  | (1)  |  | 7.01%  |      |  | 5,500   |  | 386    | (2) | 3/15/2003  | (4)
|Mainland Crossing              |  |      |  | 3.37%  | (3)  |  | 1,603   |  | 54     | (2) | 3/31/2002  |    
|Markland Mall                  |  | (12) |  | 6.57%  |      |  | 9,835   |  | 900    |     | 3/15/2003  | (4)
|Matteson Plaza                 |  | (5)  |  | 7.78%  |      |  | 9,418   |  | 828    |     | 10/1/2009  |    
|McCain Mall  1                |  | (6)  |  | 9.38%  |      |  | 24,715  |  | 2,721  |     | 5/1/2007   |    
|McCain Mall  2                |  | (6)  |  | 6.76%  |      |  | 17,385  |  | 1,402  |     | 5/1/2007   |    
|Melbourne Square               |  |      |  | 7.42%  |      |  | 37,816  |  | 3,374  |     | 2/1/2005   |    
|Miami International Mall       |  |      |  | 6.91%  |      |  | 44,669  |  | 3,758  |     | 12/21/2003 |    
|Midland Park Mall  1          |  | (12) |  | 6.57%  |      |  | 22,129  |  | 2,024  |     | 3/15/2003  | (4)
|Midland Park Mall  2          |  | (12) |  | 6.81%  |      |  | 5,412   |  | 504    |     | 3/15/2003  | (4)
|Midland Park Mall  3          |  |      |  | 6.57%  |      |  | 11,267  |  | 1,031  |     | 3/15/2003  | (4)
|Muncie Plaza                   |  | (5)  |  | 7.78%  |      |  | 8,142   |  | 716    |     | 10/1/2009  |    
|Net Lease (Chattanooga)        |  |      |  | 6.80%  |      |  | 133     |  | 274    |     | 5/31/2002  |    
|North East Mall                |  |      |  | 3.25%  | (15) |  | 149,007 |  | 4,841  | (2) | 5/21/2004  | (4)
|North Riverside Park Plaza  1 |  |      |  | 9.38%  |      |  | 3,711   |  | 452    |     | 9/1/2002   |    
|North Riverside Park Plaza  2 |  |      |  | 10.00% |      |  | 3,330   |  | 420    |     | 9/1/2002   |    
|North Towne Square             |  | (12) |  | 6.57%  |      |  | 23,113  |  | 2,114  |     | 3/15/2003  | (4)
|Northlake Mall                 |  | (41) |  | 6.99%  |      |  | 73,438  |  | 1,958  |     | 8/11/2011  |    
|Paddock Mall                   |  |      |  | 8.25%  |      |  | 28,455  |  | 2,905  |     | 10/1/2006  |    
|Palm Beach Mall                |  |      |  | 7.50%  |      |  | 47,058  |  | 4,803  |     | 12/15/2002 |    
|Port Charlotte Town Center     |  |      |  | 7.98%  |      |  | 53,250  |  | 4,249  | (2) | 12/11/2010 |    
|Raleigh Springs Mall           |  |      |  | 3.52%  | (20) |  | 11,000  |  | 388    | (2) | 2/23/2003  |    
|Randall Park Mall  1          |  | (47) |  | 8.35%  | (24) |  | 35,000  |  | 2,923  | (2) | 12/11/2001 | (4)
|Randall Park Mall  2          |  | (47) |  | 6.87%  | (26) |  | 5,000   |  | 344    | (2) | 12/11/2001 | (4)
|Regency Plaza                  |  | (5)  |  | 7.78%  |      |  | 4,414   |  | 388    |     | 10/1/2009  |    
|Richmond Towne Square          |  |      |  | 2.87%  | (11) |  | 58,646  |  | 1,685  | (2) | 7/15/2003  | (4)
|Riverway                       |  |      |  | 3.02%  | (27) |  | 110,000 |  | 3,326  | (2) | 10/1/2006  | (4)
|Shops @ Mission Viejo          |  |      |  | 2.92%  | (17) |  | 148,073 |  | 4,329  | (2) | 8/31/2003  | (4)
|South Park Mall  1            |  | (1)  |  | 7.25%  |      |  | 18,857  |  | 1,712  |     | 6/15/2003  |    
|South Park Mall  2            |  | (1)  |  | 7.25%  |      |  | 4,715   |  | 429    |     | 6/15/2003  |    
|South Park Mall  3            |  | (1)  |  | 7.01%  |      |  | 2,000   |  | 140    | (2) | 9/15/2002  |    
|St. Charles Towne Plaza        |  | (5)  |  | 7.78%  |      |  | 28,254  |  | 2,483  |     | 10/1/2009  |    
|Sunland Park Mall              |  | (18) |  | 8.63%  |      |  | 38,258  |  | 3,773  |     | 1/1/2026   |    
|Tacoma Mall                    |  |      |  | 7.00%  |      |  | 134,778 |  | 10,770 |     | 9/28/2011  |    
|Terrace at Florida Mall, The   |  |      |  | 8.44%  |      |  | 4,688   |  | 396    | (2) | 5/15/2015  |    
|Tippecanoe Mall  1            |  |      |  | 8.45%  |      |  | 43,740  |  | 4,647  |     | 1/1/2005   |    
|Tippecanoe Mall  2            |  |      |  | 6.81%  |      |  | 15,474  |  | 1,253  |     | 1/1/2005   |    
|Towne East Square  1          |  | (9)  |  | 7.00%  |      |  | 52,176  |  | 5,167  |     | 1/1/2009   |    
|Towne East Square  2          |  | (9)  |  | 6.81%  |      |  | 24,178  |  | 1,958  |     | 1/1/2009   |    
|Towne West Square              |  | (41) |  | 6.99%  |      |  | 55,028  |  | 4,402  |     | 8/11/2011  |    
|Treasure Coast Square  1      |  |      |  | 7.42%  |      |  | 50,657  |  | 4,714  |     | 1/1/2006   |    
|Treasure Coast Square  2      |  |      |  | 8.06%  |      |  | 11,784  |  | 1,063  |     | 1/1/2006   |    
|Trolley Square                 |  |      |  | 9.03%  |      |  | 29,522  |  | 2,880  |     | 8/1/2010   |    
|University Park Mall           |  |      |  | 7.43%  |      |  | 59,500  |  | 4,421  | (2) | 10/1/2007  |    
|Valle Vista Mall  1           |  | (6)  |  | 9.38%  |      |  | 32,734  |  | 3,604  |     | 5/1/2007   |    
|Valle Vista Mall  2           |  | (6)  |  | 6.81%  |      |  | 7,729   |  | 626    |     | 5/1/2007   |    
|Waterford Lakes                |  |      |  | 3.27%  | (19) |  | 66,689  |  | 2,183  | (2) | 8/16/2002  |    
|West Ridge Plaza               |  | (5)  |  | 7.78%  |      |  | 5,690   |  | 500    |     | 10/1/2009  |    
|White Oaks Mall                |  |      |  | 3.37%  | (3)  |  | 16,500  |  | 557    | (2) | 3/1/2002   |    
|White Oaks Plaza               |  | (5)  |  | 7.78%  |      |  | 17,365  |  | 1,526  |     | 10/1/2009  |    

29

---

|Windsor Park Mall  1                   |                                                          | (47) |   | 8.00%     |      |  | 3,598     |  | 288    |      | 3/1/2001   |    
|--------------------------------------- | -------------------------------------------------------- | ---- | - | --------- | ---- |  | --------- |  | ------ | ---- | ---------- | ---
|Windsor Park Mall  2                   |                                                          | (47) |   | 8.00%     |      |  | 8,581     |  | 686    |      | 5/1/2012   |    
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        | Total Combined Consolidated Secured Indebtedness         |      | $ | 3,344,093 |      |  |           |  |       
|Unsecured Indebtedness:                 |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Simon Property Group, LP:               |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Medium Term Notes  1                   |                                                          |      |   | 7.13%     |      |  | 100,000   |  | 7,125  | (21) | 6/24/2005  |    
|Medium Term Notes  2                   |                                                          |      |   | 7.13%     |      |  | 180,000   |  | 12,825 | (21) | 9/20/2007  |    
|Putable Asset Trust Securities          |                                                          |      |   | 6.75%     | (49) |  | 100,000   |  | 6,750  | (21) | 11/15/2003 |    
|Simon ERE Facility  Swap component     |                                                          |      |   | 7.75%     | (34) |  | 28,200    |  | 2,186  | (2)  | 7/31/2004  | (4)
|Simon ERE Facility  Variable component |                                                          |      |   | 3.93%     | (35) |  | 22,002    |  | 865    | (2)  | 7/31/2004  | (4)
|SPG, L.P. Unsecured Term Loan  1       |                                                          |      |   | 2.67%     | (22) |  | 150,000   |  | 4,011  | (2)  | 2/28/2002  |    
|SPG, L.P. Unsecured Term Loan  2       |                                                          |      |   | 2.87%     | (11) |  | 22,929    |  | 659    | (2)  | 3/30/2002  |    
|Unsecured Notes  1                     |                                                          |      |   | 6.88%     |      |  | 250,000   |  | 17,188 | (21) | 11/15/2006 |    
|Unsecured Notes  2A                    |                                                          |      |   | 6.75%     |      |  | 100,000   |  | 6,750  | (21) | 7/15/2004  |    
|Unsecured Notes  2B                    |                                                          |      |   | 7.00%     |      |  | 150,000   |  | 10,500 | (21) | 7/15/2009  |    
|Unsecured Notes  3                     |                                                          |      |   | 6.88%     |      |  | 150,000   |  | 10,313 | (21) | 10/27/2005 |    
|Unsecured Notes  4A                    |                                                          |      |   | 6.63%     |      |  | 375,000   |  | 24,844 | (21) | 6/15/2003  |    
|Unsecured Notes  4B                    |                                                          |      |   | 6.75%     |      |  | 300,000   |  | 20,250 | (21) | 6/15/2005  |    
|Unsecured Notes  4C                    |                                                          |      |   | 7.38%     |      |  | 200,000   |  | 14,750 | (21) | 6/15/2018  |    
|Unsecured Notes  5A                    |                                                          |      |   | 6.75%     |      |  | 300,000   |  | 20,250 | (21) | 2/9/2004   |    
|Unsecured Notes  5B                    |                                                          |      |   | 7.13%     |      |  | 300,000   |  | 21,375 | (21) | 2/9/2009   |    
|Unsecured Notes  6A                    |                                                          |      |   | 7.38%     |      |  | 300,000   |  | 22,125 | (21) | 1/20/2006  |    
|Unsecured Notes  6B                    |                                                          |      |   | 7.75%     |      |  | 200,000   |  | 15,500 | (21) | 1/20/2011  |    
|Unsecured Notes  7                     |                                                          |      |   | 6.38%     |      |  | 750,000   |  | 47,813 | (21) | 11/15/2007 |    
|SPG, L.P. Unsecured Term Loan  3       |                                                          |      |   | 2.67%     | (22) |  | 65,000    |  | 1,738  | (21) | 3/15/2004  | (4)
|Unsecured Revolving Credit Facility     |                                                          |      |   | 2.52%     | (23) |  | 188,000   |  | 4,745  | (2)  | 8/25/2003  | (4)
|Mandatory Par Put Remarketed Securities |                                                          |      |   | 7.00%     | (25) |  | 200,000   |  | 14,000 | (21) | 6/15/2008  |    
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        |                                                          |      |   |           |      |  | 4,431,131 |  |        |      |            |    
|Shopping Center Associates:             |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Unsecured Notes  SCA 1                 |                                                          |      |   | 6.75%     |      |  | 150,000   |  | 10,125 | (21) | 1/15/2004  |    
|Unsecured Notes  SCA 2                 |                                                          |      |   | 7.63%     |      |  | 110,000   |  | 8,388  | (21) | 5/15/2005  |    
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        |                                                          |      |   |           |      |  | 260,000   |  |        |      |            |    
|The Retail Property Trust:              |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Unsecured Notes  CPI 1                 |                                                          |      |   | 9.00%     |      |  | 250,000   |  | 22,500 | (21) | 3/15/2002  |    
|Unsecured Notes  CPI 2                 |                                                          |      |   | 7.05%     |      |  | 100,000   |  | 7,050  | (21) | 4/1/2003   |    
|Unsecured Notes  CPI 3                 |                                                          |      |   | 7.75%     |      |  | 150,000   |  | 11,625 | (21) | 8/15/2004  |    
|Unsecured Notes  CPI 4                 |                                                          |      |   | 7.18%     |      |  | 75,000    |  | 5,385  | (21) | 9/1/2013   |    
|Unsecured Notes  CPI 5                 |                                                          |      |   | 7.88%     |      |  | 250,000   |  | 19,688 | (21) | 3/15/2016  |    
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        |                                                          |      |   |           |      |  | 825,000   |  |        |      |            |    
|                                        | Total Combined Consolidated Unsecured Indebtedness       |      | $ | 5,516,131 |      |  |           |  |       
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        | Total Combined Consolidated Indebtedness at Face Amounts |      | $ | 8,860,224 |      |  |           |  |       
|                                        | Fair Value Interest Rate Swaps                           |      | $ | (3,735)   | (45) |  |           |  |       
|                                        | Net Discount on Indebtedness                             |      | $ | (15,111   | )    |  |           |  |       
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        | Total Combined Consolidated Indebtedness                 |      | $ | 8,841,378 | (40) |  |           |  |       
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|Joint Venture Indebtedness:             |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Apple Blossom Mall                      |                                                          |      |   | 7.99%     |      |  | 40,306    |  | 3,607  |      | 9/10/2009  |    
|Arizona Mills                           |                                                          |      |   | 7.90%     |      |  | 144,736   |  | 12,713 |      | 10/5/2010  |    
|Arundel Mills                           |                                                          |      |   | 3.27%     | (19) |  | 170,092   |  | 5,568  | (2)  | 4/30/2005  | (4)

30

---

|Atrium at Chestnut Hill                  |  |      |  | 6.89% |      |  | 48,819  |  | 3,880  |     | 3/11/2011  |    
|---------------------------------------- |  | ---- |  | ----- | ---- |  | ------- |  | ------ | --- | ---------- | ---
|Auburn Mall                              |  |      |  | 7.99% |      |  | 47,187  |  | 4,222  |     | 9/10/2009  |    
|Aventura Mall  A                        |  |      |  | 6.55% |      |  | 141,000 |  | 9,231  | (2) | 4/6/2008   |    
|Aventura Mall  B                        |  |      |  | 6.60% |      |  | 25,400  |  | 1,675  | (2) | 4/6/2008   |    
|Aventura Mall  C                        |  |      |  | 6.89% |      |  | 33,600  |  | 2,314  | (2) | 4/6/2008   |    
|Avenues, The                             |  |      |  | 8.36% |      |  | 55,229  |  | 5,555  |     | 5/15/2003  |    
|Cape Cod Mall                            |  |      |  | 6.80% |      |  | 99,311  |  | 7,821  |     | 3/11/2011  |    
|Circle Centre Mall  1                   |  |      |  | 2.31% | (28) |  | 60,000  |  | 1,388  | (2) | 1/31/2004  | (4)
|Circle Centre Mall  2                   |  |      |  | 3.37% | (29) |  | 7,500   |  | 253    | (2) | 1/31/2004  | (4)
|CMBS Loan  Fixed Component (IBM)        |  | (30) |  | 7.41% |      |  | 300,000 |  | 22,229 | (2) | 5/1/2006   |    
|CMBS Loan  Fixed Component  2 (IBM)    |  | (30) |  | 8.13% |      |  | 57,100  |  | 4,643  | (2) | 5/15/2006  |    
|CMBS Loan  Floating Component (IBM)     |  | (30) |  | 2.37% |      |  | 184,500 |  | 4,373  | (2) | 5/1/2003   |    
|CMBS Loan  Floating Component  2 (IBM) |  | (30) |  | 2.24% |      |  | 81,400  |  | 1,826  | (2) | 5/15/2006  |    
|Cobblestone Court                        |  |      |  | 7.64% | (31) |  | 6,180   |  | 472    | (2) | 1/1/2006   |    
|Concord Mills                            |  |      |  | 3.22% | (32) |  | 180,717 |  | 5,826  | (2) | 12/2/2003  | (4)
|Coral Square                             |  |      |  | 8.00% |      |  | 90,000  |  | 7,200  | (2) | 10/1/2010  |    
|Crystal Court                            |  |      |  | 7.64% | (31) |  | 3,570   |  | 273    | (2) | 1/1/2006   |    
|Crystal Mall                             |  |      |  | 8.66% |      |  | 46,796  |  | 5,384  |     | 2/1/2003   |    
|Dadeland Mall                            |  |      |  | 2.67% | (33) |  | 140,000 |  | 3,743  | (2) | 2/1/2002   |    
|Emerald Square Mall  1                  |  |      |  | 3.17% | (10) |  | 129,400 |  | 4,350  | (2) | 4/1/2005   | (4)
|Emerald Square Mall  2                  |  |      |  | 4.92% | (50) |  | 15,600  |  | 524    | (2) | 4/1/2005   | (4)
|European Assets  Fixed Components       |  |      |  | 6.38% |      |  | 34,120  |  | 2,175  |     | 12/13/2009 |    
|European Assets  Variable Components    |  |      |  | 5.71% | (46) |  | 13,159  |  | 751    |     | 6/26/2009  |    
|Fairfax Court                            |  |      |  | 7.64% | (31) |  | 10,320  |  | 788    | (2) | 1/1/2006   |    
|Fashion Centre Pentagon Retail           |  |      |  | 6.63% |      |  | 166,587 |  | 14,221 |     | 9/11/2011  |    
|Fashion Centre Pentagon Office           |  |      |  | 3.37% | (3)  |  | 33,000  |  | 13,360 | (2) | 9/10/2004  | (4)
|Fashion Valley Mall                      |  |      |  | 6.50% |      |  | 199,674 |  | 15,170 |     | 10/11/2008 |    
|Florida Mall, The                        |  |      |  | 7.55% |      |  | 267,827 |  | 22,766 |     | 11/13/2010 |    
|Gaitway Plaza                            |  |      |  | 7.64% | (31) |  | 7,350   |  | 562    | (2) | 1/1/2006   |    
|Grapevine Mills  1                      |  |      |  | 6.47% |      |  | 155,000 |  | 10,029 | (2) | 10/1/2008  |    
|Grapevine Mills  2                      |  |      |  | 8.39% |      |  | 14,395  |  | 1,324  |     | 11/5/2008  |    
|Great Northeast Plaza                    |  |      |  | 9.04% |      |  | 17,171  |  | 1,744  |     | 6/1/2006   |    
|Greendale Mall                           |  |      |  | 8.23% |      |  | 41,416  |  | 3,779  |     | 11/1/2006  |    
|Gwinnett Place  1                       |  |      |  | 7.54% |      |  | 38,506  |  | 3,412  |     | 4/1/2007   |    
|Gwinnett Place  2                       |  |      |  | 7.25% |      |  | 84,425  |  | 7,070  |     | 4/1/2007   |    
|Highland Mall                            |  |      |  | 6.83% |      |  | 70,736  |  | 5,571  |     | 6/30/2011  |    
|Indian River Commons                     |  |      |  | 7.58% |      |  | 8,309   |  | 710    |     | 11/1/2004  |    
|Indian River Mall                        |  |      |  | 7.58% |      |  | 46,105  |  | 3,941  |     | 11/1/2004  |    
|Liberty Tree Mall                        |  |      |  | 3.37% | (3)  |  | 45,981  |  | 2,382  |     | 10/1/2003  | (4)
|Mall at Rockingham                       |  |      |  | 7.88% |      |  | 98,906  |  | 8,705  |     | 8/1/2007   |    
|Mall of America                          |  |      |  | 2.41% | (36) |  | 312,000 |  | 7,446  | (2) | 3/10/2005  | (4)
|Mall of Georgia                          |  |      |  | 7.09% |      |  | 200,000 |  | 14,180 | (2) | 7/1/2010   |    
|Mall of Georgia Crossing                 |  |      |  | 7.25% |      |  | 34,133  |  | 2,825  |     | 6/9/2006   |    
|Mall of New Hampshire  1                |  |      |  | 6.96% |      |  | 102,751 |  | 8,345  |     | 10/1/2008  |    
|Mall of New Hampshire  2                |  |      |  | 8.53% |      |  | 8,371   |  | 786    |     | 10/1/2008  |    
|Mayflower Realty Credit Facility         |  |      |  | 4.12% | (48) |  | 0       |  | 0      | (2) | 7/12/2003  | (4)
|Metrocenter                              |  |      |  | 8.45% |      |  | 29,876  |  | 3,031  |     | 2/28/2008  |    
|Montreal Forum                           |  |      |  | 4.00% | (37) |  | 34,669  |  | 1,387  | (2) | 1/31/2002  |    
|Northfield Square                        |  |      |  | 4.37% | (42) |  | 37,000  |  | 1,618  | (2) | 4/30/2005  | (4)
|Northshore Mall                          |  |      |  | 9.05% |      |  | 161,000 |  | 14,571 | (2) | 5/14/2004  |    
|Ontario Mills  4                        |  |      |  | 6.00% |      |  | 3,345   |  | 201    | (2) | 12/28/2009 |    
|Ontario Mills  5                        |  |      |  | 6.75% |      |  | 140,507 |  | 11,286 |     | 11/2/2008  |    
|Ontario Mills  6                        |  |      |  | 8.00% |      |  | 10,429  |  | 925    |     | 12/5/2008  |    
|Orlando Premium Outlets                  |  |      |  | 3.17% | (38) |  | 58,453  |  | 1,855  | (2) | 2/12/2004  | (4)

31

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|Plaza at Buckland Hills, The |                                                  |  |   | 7.64%     | (31) |  | 17,570  |  | 1,342  | (2) | 1/1/2006  |    
|---------------------------- | ------------------------------------------------ |  | - | --------- | ---- |  | ------- |  | ------ | --- | --------- | ---
|Ridgewood Court              |                                                  |  |   | 7.64%     | (31) |  | 8,090   |  | 618    | (2) | 1/1/2006  |    
|Royal Eagle Plaza            |                                                  |  |   | 7.64%     | (31) |  | 7,920   |  | 605    | (2) | 1/1/2006  |    
|Seminole Towne Center        |                                                  |  |   | 4.37%     | (43) |  | 70,500  |  | 3,083  | (2) | 7/1/2005  | (4)
|Shops at Sunset Place, The   |                                                  |  |   | 3.02%     | (39) |  | 113,829 |  | 3,442  | (2) | 6/30/2002 |    
|Smith Haven Mall             |                                                  |  |   | 7.86%     |      |  | 115,000 |  | 9,039  | (2) | 6/1/2006  |    
|Solomon Pond                 |                                                  |  |   | 7.83%     |      |  | 94,034  |  | 8,564  |     | 2/1/2004  |    
|Source, The                  |                                                  |  |   | 6.65%     |      |  | 124,000 |  | 8,246  | (2) | 11/6/2008 |    
|Square One                   |                                                  |  |   | 8.40%     |      |  | 103,114 |  | 10,139 |     | 7/1/2002  | (4)
|Town Center at Cobb  1      |                                                  |  |   | 7.54%     |      |  | 49,059  |  | 4,347  |     | 4/1/2007  |    
|Town Center at Cobb  2      |                                                  |  |   | 7.25%     |      |  | 64,250  |  | 5,381  |     | 4/1/2007  |    
|Village Park Plaza           |                                                  |  |   | 7.64%     | (31) |  | 8,960   |  | 685    | (2) | 1/1/2006  |    
|West Town Corners            |                                                  |  |   | 7.64%     | (31) |  | 10,330  |  | 789    | (2) | 1/1/2006  |    
|West Town Mall               |                                                  |  |   | 6.90%     |      |  | 76,000  |  | 5,244  | (2) | 5/1/2008  |    
|Westchester, The  1         |                                                  |  |   | 8.74%     |      |  | 148,058 |  | 14,478 |     | 9/1/2005  |    
|Westchester, The  2         |                                                  |  |   | 7.20%     |      |  | 52,504  |  | 4,399  |     | 9/1/2005  |    
|Westland Park Plaza          |                                                  |  |   | 7.64%     | (31) |  | 4,950   |  | 378    | (2) | 1/1/2006  |    
|Willow Knolls Court          |                                                  |  |   | 7.64%     | (31) |  | 6,490   |  | 496    | (2) | 1/1/2006  |    
|Yards Plaza, The             |                                                  |  |   | 7.64%     | (31) |  | 8,270   |  | 632    | (2) | 1/1/2006  |    
|                             |                                                  |  |   |           |      |  |         |  |        |     |          
|                             | Total Joint Venture Indebtedness at Face Amounts |  | $ | 5,676,892 |      |  |         |  |       
|                             | Net Premium on Indebtedness                      |  | $ | 12,496    |      |  |         |  |       
|                             |                                                  |  |   |           |      |  |         |  |        |     |          
|                             | Total Joint Venture Indebtedness                 |  | $ | 5,689,388 | (44) |  |         |  |       
|                             |                                                  |  |   |           |      |  |         |  |        |     |          

(Footnotes on following page)

32

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(Footnotes for preceding pages)

33

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Item 3.    Legal Proceedings

Please refer to Note 11 of the attached audited financial statements for a summary of material litigation.

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

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

None.

Part II

Item 5.    Market for the Registrant and Related Unitholder Matters

Market Information

There is no established public trading market for the SPG Operating Partnership's Units or preferred Units. The following table sets forth for the
periods
indicated, the distributions declared on the Units:

Declared
Distribution20011st Quarter







$
0.50502nd Quarter







$
0.52503rd Quarter







$
0.52504th Quarter







$
0.525020001st Quarter







$
0.50502nd Quarter







$
0.50503rd Quarter







$
0.50504th Quarter







$
0.5050


Holders

The number of holders of Units was 2,455 as of March 20, 2002.

Distributions

We make distributions to SPG in order to maintain SPG's REIT status under the Code. To maintain its status as a REIT, SPG is required each year to
distribute to
its shareholders at least 90% of its taxable income after certain adjustments. Future distributions are determined in the discretion of the Boards of Directors and will depend on our actual cash flow,
financial condition, capital requirements, the annual REIT distribution requirements and such other factors as the Board of Directors of the Companies deem relevant.

Unregistered Sales of Equity Securities

The SPG Operating Partnership 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 2001.

34

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Item 6.    Selected Financial Data

The following tables set forth selected financial data for the SPG 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 SPG Operating Partnership's business is also included in the tables.

|                           |                                                                                             | As of or for the Year Ended December 31, |     
|-------------------------- | ------------------------------------------------------------------------------------------- | ---------------------------------------- | ----
|
|
|OPERATING DATA:            |                                                                                             |                                          |     
|                           | Total revenue                                                                               |                                          | $   
|                           | Income before unusual item, extraordinary items, and cumulative effect of accounting change |                                          |     
|                           | Net income available for Unitholders                                                        |                                          | $   
|BASIC EARNINGS PER UNIT:   |                                                                                             |                                          |     
|                           | Income before extraordinary items and cumulative effect of accounting change                |                                          | $   
|                           | Extraordinary items                                                                         |                                          |     
|                           | Cumulative effect of accounting change                                                      |                                          |     
|                           |                                                                                             |                                          |     
|                           | Net income                                                                                  |                                          | $   
|                           |                                                                                             |                                          |     
|                           | Weighted average Units outstanding                                                          |                                          |     
|DILUTED EARNINGS PER UNIT: |                                                                                             |                                          |     
|                           | Income before extraordinary items                                                           |                                          | $   
|                           | Extraordinary items                                                                         |                                          |     
|                           | Cumulative effect of accounting change                                                      |                                          |     
|                           |                                                                                             |                                          |     
|                           | Net income                                                                                  |                                          | $   
|                           |                                                                                             |                                          |     
|                           | Diluted weighted average Units outstanding                                                  |                                          |     
|Distributions per Unit (2) |                                                                                             | $                                        | 2.08
|BALANCE SHEET DATA:        |                                                                                             |                                          |     
|                           | Cash and cash equivalents                                                                   |                                          | $   
|                           | Total assets                                                                                |                                          |     
|                           | Mortgages and other indebtedness                                                            |                                          |     
|                           | Partners' equity                                                                            |                                          | $   
|OTHER DATA:                |                                                                                             |                                          |     
|                           | Cash flow provided by (used in):                                                            |                                          |     
|                           |                                                                                             | Operating activities                     |     
|                           |                                                                                             | Investing activities                     |     
|                           |                                                                                             | Financing activities                     |     
|                           | Ratio of Earnings to Fixed Charges (3)                                                      |                                          |     
|                           |                                                                                             |                                          |     
|Notes                      |                                                                                             |                                          |     
|                           |                                                                                            

35

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

You should read the following discussion in conjunction with the financial statements and notes thereto that are included in this
Form 10-K. Certain statements made in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we
believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our
actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited
to: national, 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, the impact of terrorist activities, environmental liabilities, maintenance of REIT status, 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

Who we are - Simon Property Group, L.P. (the "SPG Operating Partnership"), a Delaware limited partnership, is a majority owned subsidiary of
Simon
Property Group, Inc. ("SPG"), a Delaware corporation. SPG is a self-administered and self-managed real estate investment trust ("REIT"). Each share of common stock of
SPG is paired ("Paired Shares") with 1/100th of a share of common stock of SPG Realty Consultants, Inc. ("SRC" and together with SPG, the "Companies"). Units of partnership
interests ("Units") in the SPG Operating Partnership are paired ("Paired Units") with Units in SPG Realty Consultants, L.P. (the "SRC Operating Partnership" and together with the SPG Operating
Partnership, the "Operating Partnerships")). The SRC Operating Partnership is the primary subsidiary of SRC. In this report, the terms "we", "us" and "our" refer to the SPG 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, 2001, we owned or held an interest in 251 income-producing properties in the United States, which consisted of 165 regional
malls, 72 community shopping centers, five specialty retail centers, four office and mixed-use properties and five value-oriented
super-regional malls in 36 states (the "Properties"). We also own 11 parcels of land held for future development (together with the Properties, the "Portfolio" or the "Portfolio Properties"). In
addition, we have ownership interests in seven additional retail real estate properties operating in Europe and Canada. Our leases from retail tenants generate the majority of our revenues through:



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



We
also hold substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company"). See Note 7 in the Notes to Financial
Statements for a description of the activities of the Management Company.

36

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Results of Operations

The year 2001 was marked by the onset of the country's first recession in over ten years and the unprecedented, tragic events of September 11,
2001. In
addition, the retail industry experienced a significant restructuring of the theater industry and an increase in tenant bankruptcies. During 2001 tenant bankruptcies resulted in the loss of over
1.2 million square feet of regional mall shop space. Despite these challenges our Portfolio demonstrated its resiliency with steady sales per square foot of $378 for regional malls in 2001
compared to $377 in 2000. Despite the losses to bankruptcies, occupancy levels were up slightly in 2001 to 91.9% for regional malls compared to 91.8% in 2000. Our releasing spreads also remained
strong with new regional mall store leases signed at $34.88 average initial base rents per
square foot in 2001 as compared to average base rents of $29.10 per square foot for regional mall store leases terminating or expiring in the same year, a spread of $5.78, or 20%.

The
following property acquisitions and openings impacted our results of operations in the comparative periods. During 2001 the SPG Operating Partnership acquired the ownership of Simon
Brand Ventures, LLC ("SBV") from SRC. We also opened Bowie Towne Center in October 2001 and we sold interests in several Properties throughout the comparative periods (collectively the
"Property Transactions"). In addition, we opened Orlando Premium Outlets in May 2000, Arundel Mills in November 2000, Montreal Forum in May 2001, and in October 2001 we
acquired a 50% ownership interest in Fashion Valley Mall. See "Liquidity and Capital Resources" and Note 4 to the financial statements for additional information about acquisitions, openings
and disposals during the comparative period. The following discussion of the changes in operating income excludes the Property Transactions.



Our change in operating income was impacted by positive trends in 2001 including a $38.0 million increase in minimum rents, excluding our Simon
Brand
Venture ("SBV") and Simon Business Network ("SBN") initiatives. 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 the prior year. The Kimsward transaction is described in Note 12 in the Notes to Financial Statements. The change in
operating income includes the net positive impact of the Property Transactions of $3.7 million.

These
positive trends realized 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
connection with our anticipated disposal of nine properties. 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 SBV and SBN 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
reductions in the corporate

37

---

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 $12.6 million of income from the Kimsward
transaction net of the $5.7 million fee charged by the SPG Operating Partnership. In addition, our share of the increased losses associated with MerchantWired LLC was $14.0 million. We
use joint ventures to finance certain properties and to diversify our risk in a particular trade area. These joint ventures are described further in Note 7 to the Notes to Financial Statements.
Note 7 also includes combined balance sheets and results of operations for our unconsolidated entities and Item 2 of our Form 10-K lists the Portfolio Properties and
our corresponding legal interests.

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. See Note 13 in the Notes to Financial Statements for discussions of the cumulative effect of accounting
changes.

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 an office building for a gross
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 a
gross sales price of approximately $142.6 million.

Net
income was $279.5 million for the year ended December 31, 2001, which reflects a $60.9 million or 17.9% decrease compared to the same period in 2000, primarily
for the reasons discussed above. Net income was allocated to the partners of the SPG Operating Partnership based on their preferred Unit preferences and weighted average ownership interests in the SPG
Operating Partnerships during the period.

Preferred
distributions of the SPG Operating Partnership represent distributions on preferred Units.



As previously mentioned, in connection with our anticipated disposal of nine Properties we recorded a $47.0 million expense for the impairment of
certain
investment Properties for the year ended December 31, 2001. In general, economic and demographic changes has caused tenants to vacate space at certain lower quality properties, decreasing
occupancy rates and leading to declines in the fair values of these assets due to significantly decreased profitability and cash flows from these Properties. In addition, we have committed to a plan
to dispose of these assets in 2002. The impairment of these assets was calculated using a combination of cap rate analysis and discounted cash flows from the individual Properties' operations as well
as contract prices, if applicable. These nine Properties' cash flows and results of operations were not material to our cash flows and results of operations and their removal from service and sale
will not materially affect our ongoing operations.

38

---



Operating income increased $44.7 million or 5.2% in 2000 as compared to 1999. This increase includes the net result of the Property Transactions
($10.8 million). Excluding these transactions, operating income increased approximately $33.9 million or 4.0%, primarily resulting from a $53.6 million increase in minimum rents,
a $14.2 million increase in consolidated revenues realized from marketing initiatives throughout the Portfolio from our strategic marketing division, Simon Brand Ventures ("SBV"), a
$3.8 million increase in miscellaneous income, a $4.8 million increase in interest income, and an $8.6 million increase in lease settlements, partially offset by a
$31.8 million increase in depreciation and amortization, a $2.5 million increase in cost sharing expense, and a $4.7 million increase in other expenses, and a $10.6 million
impairment charge. The increase in minimum rent primarily results from increased occupancy levels, the replacement of expiring tenant leases with renewal leases at higher minimum base rents, and a
$5.1 million increase in rents from tenants operating under license agreements. The increase in miscellaneous income results from gift certificate sales previously recorded on the Management
Company and incidental fee revenues. The increase in depreciation and amortization is primarily due to an increase in depreciable real estate realized through renovation and expansion activities. We
recorded a $10.6 million impairment charge in connection with our anticipated disposal of two properties as the contract prices for the sale of these properties as of December 31, 2000
were less than our carrying amounts.

Interest
expense increased $57.5 million, or 9.9% in 2000 as compared to 1999. This increase is primarily the result of overall increases in interest rates during the comparative
periods ($20.6 million), the Property Transactions ($8.2 million) and incremental interest on borrowings under our Credit Facility to
complete the NED Acquisition ($12.4 million) and acquire an ownership interest in Mall of America ($3.8 million), with the remainder being primarily from borrowings for Property
redevelopments that opened in the comparative periods.

The
$19.7 million net gain on the sales of assets in 2000 results from the sale of our interests in an office building, two regional malls and four community shopping centers for
approximately $142.6 million. In 1999, we recognized a net loss of $1.9 million on the sale of two Properties.

Income
from unconsolidated entities increased $34.7 million in 2000, resulting from a $22.0 million increase in income from the Management Company and a
$12.7 million increase in income from unconsolidated partnerships and joint ventures. The increase in Management Company income is primarily the result of a $6.7 million increase in
management fees due to property acquisitions and increased minimum rents, $7.3 million of asset write-downs recognized in 1999, $4.6 million in 2000 residual land sales, as well as a
$5.3 million increase in the income tax benefit, which is primarily due to the reversal of valuation allowances due to 2000 income and forecasted future income. These increases are offset by
our share of the $4.1 million of losses associated with MerchantWired LLC. Income from unconsolidated partnerships and joint ventures included a $5.0 million asset impairment
write-down in 1999 related to The Tower Shops.

During
the first quarter of 2000, we recorded a $12.3 million expense resulting from the cumulative effect of an accounting change described above.

Net
income was $340.4 million for the year ended December 31, 2000, which reflects a $49.3 million or 16.9% increase over 1999, primarily for the reasons discussed
above, and was allocated to the Unitholders of the SPG Operating Partnership based upon their preferred Unit preferences and weighted average ownership interests in the SPG Operating Partnership
during the period.

Preferred
distributions of the SPG Operating Partnership represent distributions on preferred Units issued.

39

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Significant Accounting Policies

Our significant accounting policies are described in detail in Note 5 of the Notes to Financial Statements. The following briefly describes those
accounting policies that we feel are most critical to understanding our business for our Unitholders:



Liquidity and Capital Resources

Our balance of unrestricted cash and cash equivalents was $252.2 million as of December 31, 2001, including $141.5 million related to
our
gift certificate program, which we do not consider available for general working capital purposes. We have a $1.25 billion unsecured revolving credit facility (the "Credit Facility") which had
available credit of $1.1 billion at December 31, 2001. The Credit Facility bears interest at LIBOR plus 65 basis points and provides for different pricing based upon our corporate credit
rating. The Credit Facility has an initial maturity of August 2002, with an additional one-year extension available at our option. SPG and the SPG Operating Partnership also have
access to public equity and debt markets. Our current corporate ratings are Baa1 by Moody's Investors Service and Bbb+ by Standard & Poor's.

We
anticipate that cash generated from operating performance will provide the funds we need on a short- and long-term basis for operating expenses, interest expense on
outstanding indebtedness, recurring capital expenditures, and distributions to Unitholders so that SPG can comply with REIT requirements. Sources of capital for nonrecurring capital expenditures, such
as major building renovations and
expansions, as well as for scheduled principal payments, including balloon payments, on outstanding indebtedness are expected to be obtained from:



These
sources may be negatively impacted by the bankruptcy of tenants, declines in occupancy at our malls, or the inability to refinance properties due to lack of terrorism insurance
coverage. However, we expect to be able to successfully replace any departing tenants and do not currently anticipate any hindrances in refinancing activities due to lack of terrorism insurance
coverage.

40

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

|                         |                    | 2002 |         | 2003-2004 |   | 2005-2007 |           | After 2007 |           | Total    
|------------------------ | ------------------ | ---- | ------- | --------- | - | --------- | --------- | ---------- | --------- | ---------
|Long Term Debt           |                    |      |         |           |   |           |           |            |           |          
|                         | Consolidated (1)   |      | $       | 657,377   |   | $         | 2,798,260 |            | $         | 2,907,306
|                         | Joint Ventures (1) |      |         | 186,892   |   |           | 455,683   |            |           | 830,331  
|                         |                    |      |         |           |   |           |           |            |           |          
|Total Long Term Debt     |                    |      | 844,269 |           |   | 3,253,943 |           |            | 3,737,637 |          
|Ground Lease commitments |                    |      | 7,317   |           |   | 14,011    |           |            | 20,695    |          
|                         |                    |      |         |           |   |           |           |            |           |          
|Total                    |                    | $    | 851,586 |           | $ | 3,267,954 |           | $          | 3,758,332 |          
|                         |                    |      |         |           |   |           |           |            |           |          

The
debt of our joint ventures is the liability of the joint venture partnerships and is typically secured by the joint venture property. We guarantee and therefore are only
contractually obligated to fund $82.8 million of the total $2.4 billion of joint venture debt. In addition, we have guaranteed other obligations totaling approximately
$29.7 million on certain unconsolidated entities.

We
had consolidated debt of $8.8 billion as of December 31, 2001, of which $7.4 billion was fixed-rate debt, bearing interest at a weighted average rate
of 7.2% and $1.4 billion was variable-rate debt bearing interest at a weighted average rate of 3.5%. As of December 31, 2001, we had interest rate protection agreements
related to $758.6 million of consolidated variable-rate debt. Our interest rate protection agreements did not materially impact interest expense or weighted average borrowing rates
in 2001. Our ratio of consolidated debt-to-market capitalization was 52.6% and 57.0% at December 31, 2001 and 2000, respectively.

The
following summarizes significant financing and refinancing transactions completed in 2001:

Secured Indebtedness.During 2001, we refinanced approximately $401.7 million of
mortgage
indebtedness on five of the Properties. Our share of the refinanced debt is approximately $275.3 million. The weighted average maturity of the new indebtedness is 7.8 years and the
weighted average interest rates decreased from approximately 6.82% to 6.20%.

Credit Facility.During 2001 the maximum amount outstanding under our Credit Facility was
$863.0 million and the average amount outstanding under the Credit Facility was $581.5 million. The weighted average interest rate was 4.94% for 2001.

Unsecured Notes.We again demonstrated our ability to regularly access the unsecured debt
market in
2001. On January 11, 2001, we issued $500.0 million of unsecured debt 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 credit facility we used to fund the 1998 merger with Corporate Property
Investors, Inc. ("CPI") due March 24, 2001 and to repay a portion of the CPI merger facility due September 24, 2001.

On
August 6, 2001, we retired the third and final tranche of the CPI merger facility totaling $435.0 million. We generated the funds used to retire this debt primarily
from our $277.0 million financing of four mall properties at a fixed rate of 6.99%, our $110.0 million financing of one office complex at LIBOR plus 115 basis points, and excess cash
flow.

On
October 26, 2001, we issued $750.0 million of 6.375% senior unsecured notes due November 15, 2007. We used the net proceeds from the offering to reduce the
outstanding balance of the Credit

41

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Facility. Ultimately, we plan to retire mortgage indebtedness on six wholly-owned Properties and to retire $250.0 million of 9% bonds that mature in early 2002 with borrowings from the Credit
Facility.



Acquisitions.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 concurrent 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, the SPG Operating Partnership acquired an additional 21.46% interest in the Fashion Centre at Pentagon City for a total of
$77.5 million. The purchase price consisted of cash and an additional capital contribution to the Property.

Subsequent
to December 31, 2001, we signed a definitive agreement to purchase, jointly with Westfield America Trust and The Rouse Company, the assets of Rodamco North America
N.V. for $5.3 billion. Our portion of the acquisition includes the purchase of the remaining ownership interests in four of our existing joint venture assets and new ownership interests in nine
additional properties. Our share of the purchase price is $1.55 billion including $570.0 million in debt and perpetual preferred stock assumed. The balance will be payable in cash at
closing and, initially, will be funded by the existing Credit Facility and an acquisition facility. The purchase price is denominated in Euros.

We
continue to review and evaluate a limited number of acquisition opportunities and will continue our focus on acquiring highly productive, market dominant malls. We believe that
acquisition activity is a component of our growth strategy and amounts available under the Credit Facility, together with the ability to issue shares of common stock, Units and debt securities,
provide adequate means to finance certain acquisitions. We cannot assure you that we will not be required to, or will not elect to, even if not required to, obtain funds from outside sources,
including the sale of debt or equity securities, to finance significant acquisitions, if any.

See
Note 4 to the financial statements for 2000 and 1999 acquisition activity.

Disposals.During 2001, we sold our interests in one regional mall, one community center, and
one
office building for a combined gross sales price of $20.3 million, resulting in a net combined gain of $2.6 million. The net proceeds of approximately $19.6 million were used for
general working capital purposes.

In
addition to the Property sales described above, as a continuing part of our long-term strategic plan, we continue to pursue the sale of our remaining
non-retail holdings and a number of retail assets that are no longer aligned with our strategic criteria, including four Properties currently under contract for sale. We may decide to sell
Properties that are held for use, in which case the sale prices of these assets may differ from the carrying value of the related assets.

Market Risk - Sensitivity Analysis.Our future earnings, cash flows and fair values relating
to
financial instruments are dependent upon prevalent market rates of interest, primarily LIBOR. Based upon consolidated indebtedness and interest rates at December 31, 2001, a 0.50% increase in
the market rates of interest would decrease future earnings and cash flows by approximately $6.5 million, and would decrease the fair value of debt by approximately $537.3 million. A
0.50% decrease in the market rates of interest would increase future earnings and cash flows by approximately $6.5 million, and would increase the fair value of debt by approximately
$621.8 million. 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 and by
refinancing fixed rate debt at times when rates and terms are appropriate.

In
connection with the expected acquisition of the assets of Rodamco North America N.V. we entered into a EUR 795.1 million collar transaction to manage our exposure to
fluctuations in the Euro currency. This derivative transaction effectively maintains our purchase price between a conversion rate of

42

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..91 Euros and 0.864 Euros. The fluctuation in earnings, if any, from this transaction will be partially offset by changes in our final purchase price. We believe that this transaction is in the best
interest of our Unitholders due to the magnitude of our potential exposure. Current hedge accounting explicitly states that the effects of a hedge of a business combination must be reported through
earnings and cannot be capitalized as part of the purchase price. Therefore, we expect some volatility in our earnings for the first two quarters of 2002. If the Euro conversion rate at the close of
the transaction equals 0.854, then our earnings would be reduced by approximately $8.7 million, including transaction costs. If the Euro conversion rate at the close of the transaction equals
0.92, then our earnings would be increased by approximately $7.2 million, net of transaction costs.



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. In response to the weakening economy, we reduced our spending in these areas in 2001 and expect to further reduce our spending in 2002.

New Developments.Development activities are an ongoing part of our business. During 2001, we
opened
two new Properties aggregating approximately 0.8 million square feet of GLA. In total, our share of new developments for Portfolio Properties in 2001 was approximately $121.3 million.
With no new developments currently under construction, we expect 2002 pre-development costs to be approximately $10 million.

Strategic Expansions and Renovations.One of our key objectives is to increase the
profitability and
market share of the Properties through the completion of strategic renovations and expansions. We invested approximately $118.2 million in redevelopment projects during 2001. We have some
renovation and/or expansion projects currently under construction or in preconstruction development and expect to invest approximately $100 million on redevelopment in 2002.

International.We have a 32.3% ownership interest in European Retail Enterprises, B.V.
("ERE"),
which 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 current total investment in ERE and BEG, including subordinated debt, is approximately $73.4 million. The current estimated additional commitment,
including subordinated debt, is approximately $27.6 million. However, since our future commitments are subject to certain performance and other criteria, including our approval of development
projects, these additional
commitments may vary. The agreements with BEG and ERE are structured to allow us to acquire an additional 28.5% ownership interest over time. As of December 31, 2001, BEG and ERE had four
Properties open in Poland and two in France. The structure is described further in Note 7 of the Notes to Financial Statements

Technology Initiatives.We continue with our technology initiatives through two investments:
MerchantWired LLC and Constellation Real Technologies. Constellation is a consortium of leading real estate companies. Its primary asset is an investment in FacilityPro, a purchasing aggregation
company. Our share of the total carrying amount of and receivables from our investments is approximately $36.4 million as of December 31, 2001 with our investment in and receivables from
MerchantWired LLC totaling $33.7 million. We own an approximately 53% indirect non-controlling interest in MerchantWired LLC. We, along with the other members of MerchantWired LLC,
are in the final stages of negotiating a sale of MerchantWired LLC to a third party for cash and contingent consideration. Completing the sale is subject to finalizing the termination or modification
of certain third party contracts, the buyer obtaining credit approval from its lenders, and certain regulatory and other matters. As a condition of this transaction, we will also acquire approximately
$24 million of cable and related infrastructure from MerchantWired LLC and will make an $8 million additional contribution to MerchantWired LLC. These proceeds, along with

43

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proceeds from other members, will be used by MerchantWired LLC to satisfy amounts outstanding under various lease arrangements and trade payables, resulting in the members being relieved of all
guarantee arrangements. We expect the transaction to close in April. The amount of contingent consideration due us and the other members will be determined based upon a multiple of annualized
December 2003 and December 2004 MerchantWired LLC revenues. If this transaction is not completed, the future of MerchantWired LLC will be impacted unless MerchantWired LLC is able to
obtain future capital commitments.



2001

2000

1999New Developments

$
75

$
58

$
226Renovations and Expansions


89


193


248Tenant Allowances


53


65


65Operational Capital Expenditures


41


49


27Total

$
258

$
365

$
566




We make distributions in order for SPG to maintain its REIT status. We declared a cash distribution of $0.525 per unit in the fourth quarter of 2001.
The current
combined annual distribution rate is $2.10 per Unit. Distributions during 2001 aggregated $2.08 per Unit and distributions during 2000 aggregated $2.02 per Unit. Future distributions will be
determined based on actual results of operations and cash available for distribution. Our distributions typically exceed our net income generated in any given year primarily because of depreciation,
which is a "non-cash" expense. As evidenced by our $797.0 million of net cash provided by operating activities we are able to distribute the required level of dividends.



Cash used in investing activities of $270.2 million for the year ended December 31, 2001 includes consolidated cash capital expenditures of
$281.6 million, investments in unconsolidated joint ventures of $147.9 million, and acquisition costs of $164.3 million. Capital expenditures include development costs of
$68.4 million, renovation and expansion costs of $123.6 million and tenant costs and other operational capital expenditures of $89.6 million. These cash uses are partially offset
by distributions from unconsolidated entities of $289.0 million, advances from the Management Company of $1.4 million, loan activity with SRC of $5.6 million, cash from the
consolidation of the SPG Administrative Services Partnership, L.P. of $8.1 million and net proceeds of $19.5 million from the sale of the three Properties previously mentioned.

Cash
used in financing activities for the year ended December 31, 2001 was $484.3 million and includes net distributions of $592.2 million, offset by proceeds from
net borrowings of $107.9 million.

Retail Climate and Tenant Bankruptcies

A number of local, regional, and national retailers, including both in-line and anchor tenants, announced store closings or filed for bankruptcy in
2001. Some changeover in tenants is normal in our business. We lost over 1.2 million square feet of mall shop tenants in 2001 to bankruptcies. Pressures which affect consumer confidence, job
growth, energy costs and income gains, however, can affect retail sales growth and a continuing soft economic cycle may impact our ability to retenant property vacancies resulting from these store
closings or bankruptcies.

44

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The
geographical diversity of our Portfolio mitigates some of our risk in the event of an economic downturn. In addition, the diversity of our tenant mix is also a factor because no
single retailer represents either more than 2.0% of total GLA or more than 3.5% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities
for us to release spaces at higher rents to tenants with enhanced sales performance. Our previously demonstrated ability to successfully retenant anchor and in line store locations reflects our
resilience to fluctuations in economic cycles. While these factors reflect some of the inherent strengths of our portfolio in a difficult retail environment, successful execution of a releasing
strategy is not assured.

Energy Management Services

On September 30, 1999, Simon Property Group, L.P. entered into a multi-year contract with Enron Energy Services ("Enron") for Enron to supply
or manage all of the energy commodity requirements for the wholly-owned properties and many of the SPG Operating Parntership's joint venture partnerships. As result of the December bankruptcy filing
by Enron, we assumed total control over the management of the energy assets throughout the portfolio, including the purchase and payment of utilities and maintenance and repair of energy related
equipment. The majority of these costs and expenses are recoverable from our tenants.

In
addition, as part of our original agreement with Enron, we required that it contract with our existing service providers for the maintenance and repair work on our energy assets.
This allowed us to convert back to our prior contractual agreements while keeping the same work force and scope of work. There was no service interruption to any of our malls or tenants, and we are
once again actively self-managing our energy business, just as we had done prior to the Enron contract. Enron has not formally rejected our contract yet, although we expect that to occur.
We do not anticipate adverse financial consequences from the Enron bankruptcy and ultimate rejection of our contract.

Insurance

Our portfolio-wide general liability and property insurance policies expired on December 31, 2001. We renewed these policies, the cost of
which is predominantly passed through to tenants, at similar coverage levels, but at price increases aggregating approximately 30%. All of our Portfolio Properties have insurance coverage for 2002.
The exception to coverage levels is in the area of terrorism, which is now excluded in our new property coverage. Terrorism coverage is simply not available today at any reasonable pricing level and
Congress did not act to provide any type of supplemental or substitute coverage. To offset the drastic increases in insurance costs, we have taken measures to keep overall recoverable costs down to
ensure that tenant costs per square foot do not increase significantly. We believe that we are in compliance with all insurance provisions of our debt agreements even though we lack terrorism
insurance coverage. Some new loans are being quoted and closed without terrorism coverage, so this is not hindering our access to capital.

Inflation

Inflation has remained relatively low during the past four years and has had a 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

45

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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 of the above, our earnings are generally highest in
the fourth quarter of each year.

Environmental Matters

See Note 11 in the Notes to Financial Statements for discussion of environmental matters.

New Accounting Pronouncements

See Footnote 13 of the Notes to Financial Statements for a discussion of the impact of new accounting pronouncements.

46

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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 14.

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

None.

47

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Part III

Item 10.    Directors and Executive Officers of the Registrant

The managing general partner of the SPG Operating Partnership is SPG. The information required by this item is incorporated herein by reference
to SPG'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 Registrants" in Part I thereof.

Item 11.    Executive Compensation

The information required by this item is incorporated herein by reference to SPG'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

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

48

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PART IV

Item 14.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K

|(a) (1) Financial Statements |                                   | Page No.
|---------------------------- | --------------------------------- | --------
|                             |                                   |         
|                             |                                   |         
|                             |                                   |         
|                             |                                   |         
|                             |                                   |         
|                             |                                   |         
|                             | (2) Financial Statement Schedules |         
|                             |                                   |         
|                             |                                   |         
|                             |                                   |         
|                             | (3) Exhibits                      |         
|                             |                                   |         
|(b) Reports on Form 8-K      |                                   |         
|                             | None.                             |         

49

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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.

50

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

|                                        |                                                                                                                                         | December 31, 2001                      |            | December 31, 2000 |           
|--------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ---------- | ----------------- | ----------
|ASSETS:                                 |                                                                                                                                         |                                        |            |                   |           
|                                        | Investment properties, at cost                                                                                                          |                                        | $          | 13,031,979        |           
|                                        | Less  accumulated depreciation                                                                                                         |                                        |            | 1,863,682         |           
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         |                                        | 11,168,297 |                   |           
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        | Cash and cash equivalents                                                                                                               |                                        |            | 252,172           |           
|                                        | Tenant receivables and accrued revenue, net                                                                                             |                                        |            | 311,857           |           
|                                        | Notes and advances receivable from Management Company and affiliates                                                                    |                                        |            | 82,612            |           
|                                        | Note receivable from the SRC Operating Partnership (Interest at 8%, due 2009)                                                           |                                        |            |                  |           
|                                        | Investment in unconsolidated entities, at equity                                                                                        |                                        |            | 1,443,618         |           
|                                        | Goodwill, net                                                                                                                           |                                        |            | 37,212            |           
|                                        | Deferred costs and other assets, net                                                                                                    |                                        |            | 302,834           |           
|                                        | Minority interest                                                                                                                       |                                        |            | 45,644            |           
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         | Total assets                           |            | $                 | 13,644,246
|                                        |                                                                                                                                         |                                        |            |                   |           
|LIABILITIES:                            |                                                                                                                                         |                                        |            |                   |           
|                                        | Mortgages and other indebtedness                                                                                                        |                                        | $          | 8,841,378         |           
|                                        | Accrued dividends                                                                                                                       |                                        |            | 816               |           
|                                        | Accounts payable and accrued expenses                                                                                                   |                                        |            | 539,850           |           
|                                        | Cash distributions and losses in partnerships and joint ventures, at equity                                                             |                                        |            | 26,084            |           
|                                        | Other liabilities                                                                                                                       |                                        |            | 212,692           |           
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         | Total liabilities                      |            |                   | 9,620,820 
|                                        |                                                                                                                                         |                                        |            |                   |           
|COMMITMENTS AND CONTINGENCIES (Note 11) |                                                                                                                                         |                                        |            |                   |           
|PARTNERS' EQUITY:                       |                                                                                                                                         |                                        |            |                   |           
|                                        | Preferred units, 22,081,686 and 22,049,570 units outstanding, respectively. Liquidation values $1,058,697 and $1,058,950, respectively. |                                        |            | 1,028,318         |           
|                                        | General Partner, 172,135,362 and 170,274,816 units outstanding, respectively                                                            |                                        |            | 2,266,472         |           
|                                        | Limited Partners, 63,930,350 and 64,966,226 units outstanding, respectively                                                             |                                        |            | 841,758           |           
|                                        | Note receivable from SPG (Interest at 7.8%, due 2009)                                                                                   |                                        |            | (92,825           | )         
|                                        | Unamortized restricted stock award                                                                                                      |                                        |            | (20,297           | )         
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         | Total partners' equity                 |            |                   | 4,023,426 
|                                        |                                                                                                                                         |                                        |            |                   |           
|                                        |                                                                                                                                         | Total liabilities and partners' equity |            | $                 | 13,644,246
|                                        |                                                                                                                                         |                                        |            |                   |           

The accompanying notes are an integral part of these statements.

51

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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                                                                 |                                 | $      
|                                                                             | Overage rent                                                                 |                                 |        
|                                                                             | Tenant reimbursements                                                        |                                 |        
|                                                                             | Other income                                                                 |                                 |        
|                                                                             |                                                                              |                                 |        
|                                                                             |                                                                              | Total revenue                   |        
|                                                                             |                                                                              |                                 |        
|EXPENSES:                                                                    |                                                                              |                                 |        
|                                                                             | Property operating                                                           |                                 |        
|                                                                             | Depreciation and amortization                                                |                                 |        
|                                                                             | Real estate taxes                                                            |                                 |        
|                                                                             | Repairs and maintenance                                                      |                                 |        
|                                                                             | Advertising and promotion                                                    |                                 |        
|                                                                             | Provision for credit losses                                                  |                                 |        
|                                                                             | Other                                                                        |                                 |        
|                                                                             | Impairment on investment properties                                          |                                 |        
|                                                                             |                                                                              |                                 |        
|                                                                             |                                                                              | Total operating expenses        |        
|                                                                             |                                                                              |                                 |        
|OPERATING INCOME                                                             |                                                                              |                                 | 831,981
|Interest expense                                                             |                                                                              |                                 | 607,499
|                                                                             |                                                                              |                                 |        
|Income before minority interest                                              |                                                                              |                                 | 224,482
|Minority interest                                                            |                                                                              |                                 | (10,715
|Gain (loss) on sales of assets, net                                          |                                                                              |                                 | 2,603  
|                                                                             |                                                                              |                                 |        
|Income before unconsolidated entities                                        |                                                                              |                                 | 216,370
|Income from unconsolidated entities                                          |                                                                              |                                 | 64,663 
|                                                                             |                                                                              |                                 |        
|Income before extraordinary items and cumulative effect of accounting change |                                                                              |                                 | 281,033
|Unusual item (Note 11)                                                       |                                                                              |                                 |       
|Extraordinary items - Debt related transactions                              |                                                                              |                                 | 163    
|Cumulative effect of accounting change (Note 13)                             |                                                                              |                                 | (1,700 
|                                                                             |                                                                              |                                 |        
|NET INCOME                                                                   |                                                                              |                                 | 279,496
|Preferred unit requirement                                                   |                                                                              |                                 | (77,445
|                                                                             |                                                                              |                                 |        
|NET INCOME AVAILABLE TO UNITHOLDERS                                          |                                                                              | $                               | 202,051
|                                                                             |                                                                              |                                 |        
|NET INCOME AVAILABLE TO UNITHOLDERS                                          |                                                                              |                                 |        
|ATTRIBUTABLE TO:                                                             |                                                                              |                                 |        
|                                                                             | General Partners:                                                            |                                 |        
|                                                                             | SPG (Managing General Partner)                                               |                                 | $      
|                                                                             | SPG Properties                                                               |                                 |        
|                                                                             | Limited Partners                                                             |                                 |        
|                                                                             |                                                                              |                                 |        
|                                                                             |                                                                              | Net income                      |        
|                                                                             |                                                                              |                                 |        
|BASIC AND DILUTED EARNINGS PER UNIT:                                         |                                                                              |                                 |        
|                                                                             | Income before extraordinary items and cumulative effect of accounting change |                                 | $      
|                                                                             |                                                                              |                                 |        
|                                                                             |                                                                              | Net income                      |        
|                                                                             |                                                                              |                                 |        
|                                                                             | Net Income                                                                   |                                 | $      
|                                                                             | Other comprehensive income (Note 5)                                          |                                 |        
|                                                                             |                                                                              |                                 |        
|                                                                             | Comprehensive Income                                                         |                                 | $      
|                                                                             |                                                                              |                                 |        

The accompanying notes are an integral part of these statements.

52

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

|                                               |                                                                           | For the Year Ended December 31,                                                    |                                                         
|---------------------------------------------- | ------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | --------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                           |                                                                                    |                                                         
|                                               | Net income                                                                |                                                                                    | $                                                       
|                                               |                                                                           | Adjustments to reconcile net income to net cash provided by operating activities - |                                                         
|                                               |                                                                           |                                                                                    | Depreciation and amortization                           
|                                               |                                                                           |                                                                                    | Extraordinary items                                     
|                                               |                                                                           |                                                                                    | Impairment on investment properties                     
|                                               |                                                                           |                                                                                    | Unusual Item                                            
|                                               |                                                                           |                                                                                    | Gain on sales of assets, net                            
|                                               |                                                                           |                                                                                    | Cumulative effect of accounting change                  
|                                               |                                                                           |                                                                                    | Straight-line rent                                      
|                                               |                                                                           |                                                                                    | Minority interest                                       
|                                               |                                                                           |                                                                                    | Equity in income of unconsolidated entities             
|                                               |                                                                           | 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 mergers, acquisitions and consolidation of joint ventures, net  |                                                                                    |                                                         
|                                               | Net proceeds from sale of assets and investment                           |                                                                                    |                                                         
|                                               | Investments in unconsolidated entities                                    |                                                                                    |                                                         
|                                               | Distributions from unconsolidated entities                                |                                                                                    |                                                         
|                                               | Investment in and advances (to)/from the Management Company and affiliate |                                                                                    |                                                         
|                                               | Mortgage loan payoff from the SRC Operating Partnership                   |                                                                                    |                                                         
|                                               | Loan to the SRC Operating Partnership                                     |                                                                                    |                                                         
|                                               |                                                                           |                                                                                    |                                                         
|                                               |                                                                           |                                                                                    |                                                         
|                                               |                                                                           |                                                                                    |                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                                                           |                                                                                    |                                                         
|                                               | Partnership contributions                                                 |                                                                                    |                                                         
|                                               | Purchase of treasury units and limited partner units                      |                                                                                    |                                                         
|                                               | Partnership distributions                                                 |                                                                                    |                                                         
|                                               | Minority interest distributions, net                                      |                                                                                    |                                                         
|                                               | Loan payoff to the SRC Operating Partnership                              |                                                                                    |                                                         
|                                               | Mortgage and other note proceeds, net of transaction costs                |                                                                                    |                                                         
|                                               | Mortgage and other note principal payments                                |                                                                                    |                                                         
|                                               |                                                                           |                                                                                    |                                                         
|                                               |                                                                           |                                                                                    |                                                         
|                                               |                                                                           |                                                                                    |                                                         
|INCREASE IN CASH AND CASH EQUIVALENTS          |                                                                           |                                                                                    | 42,417                                                  
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                           |                                                                                    | 209,755                                                 
|                                               |                                                                           |                                                                                    |                                                         
|CASH AND CASH EQUIVALENTS, end of period       |                                                                           | $                                                                                  | 252,172                                                 
|                                               |                                                                           |                                                                                    |                                                         

The accompanying notes are an integral part of these statements.

53

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

|                                                                                 |                             |   |           | General Partners |   |           |   |   |            |   |   |           |       
|-------------------------------------------------------------------------------- | --------------------------- | - | --------- | ---------------- | - | --------- | - | - | ---------- | - | - | --------- | ------
|
|Balance at December 31, 1998                                                     |                             | $ | 1,057,245 |                  | $ | 751,948   |   | $ | 1,788,712  |   | $ | 1,009,646 |       
|General Partner Contributions (82,988 units)                                     |                             |   |           |                  |   | 2,131     |   |   |            |   |   |           |       
|Preferred Unit Conversion (5,926,440 units)                                      |                             |   | (199,320  | )                |   | 198,787   |   |   |            |   |   |           |       
|Units issued to pay dividend (153,890 units)                                     |                             |   |           |                  |   | 4,016     |   |   |            |   |   |           |       
|NED Acquisition (Note 3):                                                        |                             |   |           |                  |   |           |   |   |            |   |   |           |       
|                                                                                 | Preferred Units (5,168,454) |   |           | 149,885          |   |           |   |   |            |   |   |           |       
|                                                                                 | Units (1,269,446)           |   |           |                  |   |           |   |   |            |   |   |           | 36,180
|Mall of America acquisition (1,000,000 preferred units)                          |                             |   | 24,242    |                  |   |           |   |   |            |   |   |           |       
|Units issued to SPG for Note (3,617,070 Units)                                   |                             |   |           |                  |   | 92,825    |   |   |            |   |   |           |       
|Stock incentive program (537,861 units, net of forfeitures)                      |                             |   |           |                  |   | 14,183    |   |   | (596       | ) |   |           |       
|Amortization of stock incentive                                                  |                             |   |           |                  |   |           |   |   |            |   |   |           |       
|Units purchased by subsidiary (310,955)                                          |                             |   |           |                  |   | (7,953    | ) |   |            |   |   |           |       
|Other (Accretion of Preferred Units, and 6,923 limited partner Units redeemed)   |                             |   | 268       |                  |   |           |   |   |            |   |   | (607      | )     
|Adjustment to allocate net equity of the SPG Operating Partnership               |                             |   |           |                  |   | (111,227  | ) |   | 81,473     |   |   | 29,754    |       
|Distributions                                                                    |                             |   | (69,323   | )                |   | (78,016   | ) |   | (258,975   | ) |   | (129,941  | )     
|Net income                                                                       |                             |   | 69,323    |                  |   | 22,524    |   |   | 137,764    |   |   | 61,527    |       
|Other comprehensive income                                                       |                             |   |           |                  |   | (2,004    | ) |   | (3,974     | ) |   | (2,296    | )     
|                                                                                 |                             |   |           |                  |   |           |   |   |            |   |   |           |       
|Balance at December 31, 1999                                                     |                             | $ | 1,032,320 |                  | $ | 887,214   |   | $ | 1,744,404  |   | $ | 1,004,263 |       
|                                                                                 |                             |   |           |                  |   |           |   |   |            |   |   |           |       
|Managing 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 SPG 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   |       
|                                                                                 |                             |   |           |                  |   |           |   |   |            |   |   |           |       
|Managing 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 SPG (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 SPG 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   |       
|                                                                                 |                             |   |           |                  |   |           |   |   |            |   |   |           |       

The accompanying notes are an integral part of these statements.

54

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SIMON PROPERTY GROUP, L.P.        NOTES TO FINANCIAL STATEMENTS        (Dollars in thousands, except per unit amounts and where indicated as in millions or billions)

1.    Organization

Simon
Property Group, L.P. (the "SPG Operating Partnership"), a Delaware limited partnership, is a majority owned subsidiary of Simon Property Group, Inc. ("SPG"), a Delaware
corporation. SPG is a self-administered and self-managed real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Each share of
common stock of SPG is paired ("Paired Shares") with a beneficial interest in 1/100th of a share of common stock of SPG Realty Consultants, Inc., also a Delaware corporation
("SRC" and together with SPG, the "Companies"). Units of ownership interest ("Units") in the SPG Operating Partnership are paired ("Paired Units") with a Unit in SPG Realty Consultants, L.P. (the "SRC
Operating Partnership" and together with the SPG Operating Partnership, the "Operating Partnerships"). The SRC Operating Partnership is the primary subsidiary of SRC.

The
SPG Operating Partnership is engaged in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. The SPG Operating
Partnership's real estate properties consist primarily of regional malls and community shopping centers. As of December 31, 2001, the SPG Operating Partnership owned or held an interest in
251 income-producing properties in the United States, which consisted of 165 regional malls, 72 community shopping centers, five specialty retail centers, four office and
mixed-use properties and five value-oriented super-regional malls in 36 states (the "Properties"). The SPG Operating Partnership also owned an interest in 11 parcels of land held
for future development, which together with the Properties are hereafter referred to as the "Portfolio Properties." In addition, the SPG Operating Partnership has ownership in seven additional retail
real estate properties operating in Europe and Canada. The SPG Operating Partnership's leases from retail tenants generate the majority of its revenues through:



The
SPG Operating Partnership also generates revenues due to its size and tenant relationships from:



The
SPG Operating Partnership also holds substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company"). See Note 7 for a
description of the activities of the Management Company. The Management Company elected to become a taxable REIT subsidiary effective January 1, 2001.

The
SPG Operating Partnership is subject to risks incidental to the ownership and operation of commercial real estate. These 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. The SPG Operating Partnership's regional malls and community shopping centers rely heavily upon anchor tenants like most
retail properties. Three retailers' anchor stores occupied 338 of the approximately 985 anchor stores in the Properties as of December 31, 2001. An affiliate of one of these retailers is a
limited partner in the Operating Partnerships.

55

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2.    Basis of Presentation and Consolidation

The
accompanying consolidated financial statements include accounts of all entities owned or controlled by the SPG Operating Partnership. All significant intercompany amounts have been
eliminated.

Consolidated
properties are wholly-owned or owned less than 100% and are controlled by SPG Operating Partnership. Control is demonstrated by the ability of the general partner to manage
day-to-day operations, refinance debt and sell the assets of the partnership without the consent of the limited partner and the inability of the limited partner to replace the
general partner. The deficit minority interest balance in the accompanying balance sheets represents outside partners' interests in the net equity of certain Properties. Deficit minority interests are
recorded when a partnership agreement provides for the settlement of deficit capital accounts before distributing the proceeds from the sale of partnership assets and/or from the intent (legal or
otherwise) and ability of the partner to fund additional capital contributions.

Investments
in partnerships and joint ventures represent noncontrolling ownership interests in properties ("Joint Venture Properties") and the investment in the Management Company (see
Note 7). These investments are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for net equity in income (loss),
which is allocated 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 ownership interests held by each general or limited partner or joint venturer primarily due to partner preferences.

Net
operating results of the SPG Operating Partnership are allocated after preferred distributions (see Note 10), based on its partners' weighted average ownership interests
during the period. During 2001, one of the SPG Operating Partnership's general partners, SPG Properties Inc., merged with and into SPG as described in Note 10. SPG's weighted average
direct and indirect ownership interest in the SPG Operating Partnership during 2001, 2000 and 1999 was 72.5%, 72.4% and 72.3%, respectively. At December 31, 2001 and 2000, SPG's direct and
indirect ownership interest in the SPG Operating Partnership was 72.9% and 72.4%, respectively.

3.    NED Acquisition

During
1999, the SPG Operating Partnership acquired ownership interests in 14 regional malls from New England Development Company (the "NED Acquisition"). The SPG Operating Partnership
acquired one of the Properties directly and formed a joint venture with three partners ("Mayflower"), of which the SPG Operating Partnership owns a noncontrolling 49.1%, to acquire interests in the
remaining Properties. The total cost of the NED Acquisition is approximately $1.8 billion, of which the SPG Operating Partnership's share is approximately $894 million. The SPG Operating
Partnership assumed management responsibilities
for the portfolio, which includes approximately 10.7 million square feet of GLA. The SPG Operating Partnership's share of the cost of the NED Acquisition included the assumption of
approximately $530.0 million of mortgage indebtedness; $177.1 million in cash; the issuance of 1,269,446 Paired Units valued at approximately $36.4 million; the issuance of
2,584,227 7% Convertible Preferred Units in the SPG Operating Partnership valued at approximately $72.8 million; and 2,584,227 8% Redeemable Preferred Units in the SPG Operating Partnership
valued at approximately $78.0 million. The SPG Operating Partnership's share of the cash portion of the purchase price was financed primarily using the Credit Facility (see Note 8).

56

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In
connection with the NED Acquisition, SPG borrowed $92.8 million from the SPG Operating Partnership at 7.8% interest with a maturity of December 2009. SPG used the
proceeds to purchase a noncontrolling 88% interest in one of the NED Properties. SPG contributed its interest in such Property to the SPG Operating Partnership in exchange for 3,617,070 Paired Units.
The SPG Operating Partnership then contributed its interest in such Property to Mayflower in exchange for an ownership interest in Mayflower. The note receivable from SPG is recorded as a reduction of
partners' equity.

4.    Other Real Estate Acquisitions, Disposals, and Impairment



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

On
August 20, 2001, the SPG Operating Partnership 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. The purchase price consisted of cash and an additional capital contribution to the Property.

During
1999, the SPG Operating Partnership acquired the remaining interests in four Properties, and a noncontrolling 27.5% ownership interest in the 2.8 million
square-foot Mall of America for a combined
price of approximately $317.9 million, including the assumption of $134.3 million of mortgage indebtedness, 1,000,000 shares of 8% Redeemable Preferred Stock in SPG issued at
$24.2 million, and the remainder in cash, financed primarily through the Credit Facility and working capital. The SPG Operating Partnership is entitled to 50% of the economic benefits of Mall
of America, due to a preference.

Subsequent
to December 31, 2001, the SPG Operating Partnership signed a definitive agreement to jointly purchase the assets of Rodamco North America N.V., concurrently with
Westfield America Trust and The Rouse Company, for $5.3 billion. The SPG Operating Partnership's portion of the acquisition includes the purchase of the remaining ownership interests in four of
the SPG Operating Partnership's existing joint venture assets and new ownership interests in nine additional properties. The SPG Operating Partnership's share of the purchase price is
$1.55 billion including $570.0 million in debt and perpetual preferred stock assumed. The balance will be payable in cash at closing and, initially, will be funded by the existing Credit
Facility and a new acquisition facility. The purchase price is denominated in Euros.

In
connection with the acquisition of the assets of Rodamco North America N.V. the SPG Operating Partnership entered into a EUR 795.1 million collar transaction to manage its
exposure to fluctuations in the Euro currency. This derivative transaction effectively maintains the SPG Operating Partnership's purchase price between a conversion rate of 0.91 Euros and 0.864 Euros.
The fluctuation in earnings, if any, from this transaction will be partially offset by changes in the final purchase price. Current hedge accounting explicitly states that the effects of a hedge of a
business combination must be reported through earnings and cannot be capitalized as part of the purchase price.

57

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The SPG Operating Partnership sold ownership interests in certain properties during each of the years ended December 31 presented in the accompanying
financial
statements. The disposals consisted of and resulted in the following:

2001

2000

1999Number of properties sold


3


7


2Combined gross sales price

$
20,325

$
142,575

$
46,750Net combined consolidated gains (losses)

$
2,603

$
19,704

($
1,942
)


The
SPG Operating Partnership is continuing to pursue the sale of its remaining non-retail holdings and a number of retail assets that are no longer aligned with the SPG
Operating Partnership's strategic criteria. The SPG Operating Partnership may decide to sell Properties that are held for use, in which case the sale prices of these assets may be less than the
carrying value of the related assets.



In connection with the SPG Operating Partnership's anticipated disposal of nine properties the SPG Operating Partnership recorded a $47.0 million
expense
for the impairment of certain investment properties for the year ended December 31, 2001. In general, the overall decline in the economy has caused tenants to vacate space at certain lower
quality properties decreasing occupancy rates and leading to declines in the fair values of these assets due to decreased profitability. In addition, the SPG Operating Partnership has committed to a
plan to dispose of these assets in 2002. The impairment of these assets was estimated using a combination of cap rate analysis and discounted cash flows from the individual properties' operations as
well as contract prices, if applicable. The actual losses may differ from these estimates. The nine properties' cash flows and results of operations were not material to the cash flows and results of
operations of the SPG Operating Partnership and their removal from service will not materially affect the SPG Operating Partnership's ongoing operations. The total carrying amounts of these properties
were $87.2 million at December 31, 2001 and were included in investment properties.

The
SPG Operating Partnership 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. These two Properties were subsequently sold in 2001.

The
SPG Operating Partnership also wrote-off certain technology assets in 2001. The write-off was comprised of consolidated miscellaneous technology investments
of $2.7 million recorded in other expense and the SPG Operating Partnership's net $13.9 million share of the write-off of technology investments, primarily clixnmortar as to
which the SPG Operating Partnership has decided to postpone further development, recorded in the Management Company.

5.    Summary of Significant Accounting Policies



Investment Properties are recorded at cost or predecessor cost for Properties acquired from certain of the SPG Operating Partnership's Unitholders.
Investment
Properties for financial reporting purposes are reviewed 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. Impairment of investment Properties is recognized when estimated undiscounted operating income is less than

58

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the carrying value of the Property. To the extent an impairment has occurred, the excess of carrying value of the Property over its estimated fair value is charged to income.

Investment
Properties include costs of acquisitions, development and predevelopment, construction, tenant allowances and improvements, interest and real estate taxes incurred during
construction, certain capitalized improvements and replacements, and certain allocated overhead. Depreciation on buildings and improvements is provided utilizing the straight-line method
over an estimated original useful life, which is generally 35 years or the term of the applicable tenant's lease in the case of tenant inducements. Depreciable lives are reviewed periodically
and are adjusted when necessary to reflect a shorter economic life. Depreciation on tenant allowances and improvements is provided utilizing the straight-line method over the term of the
related lease.

Certain
improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. All other repair and maintenance items
are expensed as incurred.



Goodwill resulted from the SPG Operating Partnership's merger with Corporate Property Investors, Inc. in 1998. Goodwill is amortized over the
estimated
life of the properties of 35 years. See Note 13 for the impact of the new accounting pronouncement SFAS No. 142 "Goodwill and Other Intangible Assets."



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



Interest is capitalized on projects during periods of construction. Interest capitalized during 2001, 2000 and 1999 was $9,807, $18,210, and $19,641,
respectively.



The SPG Operating Partnership's interests in its regional malls, community centers and other assets represent one segment because resource allocation
and other
operating decisions are based on an evaluation of the entire portfolio.



Investments in securities classified as available for sale are reflected at market value with the changes in market value reflected as comprehensive
income in
partners' equity. These investments were sold in 2000.

59

---



Deferred costs consist primarily of financing fees incurred to obtain long-term financing and internal and external leasing commissions and related
costs. Deferred financing costs are amortized on a straight-line basis over the terms of the respective loans or agreements. Deferred leasing costs are amortized on a
straight-line basis over the terms of the related leases. Deferred leasing costs consist primarily of capitalized salaries and related benefits in connection with lease originations. Net
deferred costs of $142,592 and $138,396 are net of accumulated amortization of $180,051 and $148,697 as of December 31, 2001 and 2000, respectively.

Interest
expense in the accompanying consolidated Statements of Operations and Comprehensive income includes amortization in each year of the following:

2001

2000

1999Amortization of deferred financing costs

$
16,513

$
15,798

$
17,535Amortization of debt premiums net of discounts

($
5,178
)
($
5,391
)
($
5,707
)




The SPG Operating Partnership uses a variety of derivative financial instruments in the normal course of business to manage or hedge the risks
described in
Note 8 and records all derivatives on its balance sheets at fair value. The SPG Operating Partnership requires that hedging derivative instruments are effective in reducing the risk exposure
that they are designated to hedge. Any instrument that meets these hedging criteria is formally designated as a hedge at the inception of the derivative contract.

The
SPG Operating Partnership adjusts its balance sheets on an ongoing quarterly basis to reflect current fair market value of its derivatives. Changes in the fair value of derivatives
are recorded 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. The SPG Operating Partnership has a policy of only entering into contracts with major financial institutions based upon
their credit ratings and other factors.

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



The SPG Operating Partnership, as a lessor, has retained substantially all of the risks and benefits of ownership of the investment Properties and
accounts for
its leases as operating leases. Minimum rents are accrued on a straight-line basis over the terms of their respective leases. Certain tenants are also required to pay overage rents based
on sales over a stated base amount during the lease year. Beginning January 1, 2000, the SPG Operating Partnership recognizes overage rents only when each tenant's sales exceeds its sales
threshold. Overage rents were previously recognized as revenues based on reported and estimated sales for each tenant through December 31, less the applicable base sales amount. Differences

60

---

between estimated and actual amounts are recognized in the subsequent year. See Note 13 for description and impact of the accounting change.

Reimbursements
from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenditures are incurred. The SPG
Operating Partnership receives escrow payments for these reimbursements from substantially all its tenants throughout the year. This reduces the risk of loss on uncollectible accounts once the SPG
Operating Partnership performs the final year end billings for recoverable expenditures. Differences between estimated recoveries and the final billed amounts are recognized in the subsequent year.



A provision for credit losses is recorded based on management's judgment of tenant creditworthiness. The activity in the allowance for credit losses
during 2001,
2000 and 1999 was as follows:

Year Ended

Balance at
Beginning of
Year

Provision for
Credit Losses

Accounts
Written Off

Balance at
End of YearDecember 31, 2001

$
20,068

$
8,387

$
(3,961
)
$
24,494December 31, 2000

$
14,488

$
9,603

$
(4,023
)
$
20,068December 31, 1999

$
14,476

$
8,367

$
(8,355
)
$
14,488




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.

61

---



Basic earnings per Unit is based on the weighted average number of Units outstanding during the period and diluted earnings per Unit is based on the
weighted
average number of Units outstanding combined with the incremental weighted average Units that would have been outstanding if all dilutive potential common Units would have been converted into Units at
the earliest date possible. The following table sets forth the computation for the SPG Operating Partnership's basic and diluted earnings per Unit.

For the Year Ended December 31,2001

2000

1999Income before extraordinary items, before cumulative effect of accounting change, after the unusual item and after the preferred unit requirement

$
203,588

$
275,948

$
228,520Extraordinary items


163


(649
)

(6,705
)Cumulative effect of accounting change


(1,700
)

(12,311
)

Net Income available to Unitholders

$
202,051

$
262,988

$
221,815Weighted Average Units Outstanding  Basic


235,750,287


236,535,534


232,569,029Effect of stock options


358,414


99,538


137,002Weighted Average Units Outstanding  Diluted


236,108,701


236,635,072


232,706,031Basic and diluted per share amounts:Extraordinary items








(0.03
)Cumulative effect of accounting change


(0.01
)

(0.05
)




Basic and diluted earnings per Unit is presented in the financial statements based upon the weighted average number of Units outstanding of the
SPG Operating Partnership. Preferred Units issued and outstanding during the comparative periods did not have a dilutive effect on earnings per Unit. Paired Units held by limited partners in the
Operating Partnerships may be exchanged for Paired Shares, on a one-for-one basis in certain circumstances. If exchanged, the Paired Units would not have a dilutive effect. The
increase in weighted average Units outstanding under the diluted method over the basic method in every period presented for the SPG Operating Partnership is due entirely to the effect of outstanding
stock options. The SPG Operating Partnership accrues distributions when they are declared.



All highly liquid investments purchased with an original maturity of 90 days or less are considered 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 Dutch auction securities.



Please refer to Notes 3, 4, 7, 10, and 12 for additional discussion of noncash transactions.

62

---



The following table summarizes the components of other comprehensive income for the SPG Operating Partnership:

|                                                                                                                    |  | For the Year Ended December 31, |        
|------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------
|
|Cumulative effect of accounting change (Note 13)                                                                    |  | $                               | (1,995 
|Unrealized losses on interest rate hedge agreements                                                                 |  |                                 | (12,041
|Net losses on derivative instruments reclassified from accumulated other comprehensive income into interest expense |  |                                 | 4,071  
|Other                                                                                                               |  |                                 | 72     
|                                                                                                                    |  |                                 |        
|Other comprehensive income                                                                                          |  | $                               | (9,893 
|                                                                                                                    |  |                                 |        

As
of December 31, 2001, $9.9 million of accumulated other comprehensive income is included in partners' equity, of which $7.2 million is included in general
partners' equity and $2.7 million is included in limited partners' equity. Accumulated other comprehensive income consists of unrealized losses on derivative instruments. There was no
accumulated other comprehensive income as of December 31, 2000.



Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications
have no
impact on net operating results previously reported.

6.    Investment Properties

Investment
Properties consist of the following:

December 31,2001

2000Land

$
1,960,623

$
1,973,380Buildings and improvements


10,972,343


10,820,467Total land, buildings and improvements


12,932,966


12,793,847Furniture, fixtures and equipment


99,013


89,624Investment properties at cost


13,031,979


12,883,471Lessaccumulated depreciation


1,863,682


1,471,178Investment properties at cost, net

$
11,168,297

$
11,412,293


Investment
Properties include $111,217 and $122,277 of construction in progress at December 31, 2001 and 2000, respectively.

7.    Investments in Unconsolidated Entities

Joint
ventures are common in the real estate industry. The SPG Operating Partnership utilizes joint ventures to finance certain properties and to diversify its risk in a particular
trade area. In addition, the SPG Operating Partnership's size makes it an attractive partner for other real estate companies that

63

---

may not want to assume or do not have the ability to assume 100% of the risk of a particular project or acquisition. As discussed in Note 2, since the SPG Operating Partnership does not fully control
these properties, its accounting policy and current GAAP requires that it account for these properties on the equity method of accounting. Summary financial information of the joint ventures and a
summary of the SPG Operating Partnership's investment in and share of income from such joint ventures follow.

December 31,2001

2000BALANCE SHEETSAssets:Investment properties at cost, net

$
6,880,665

$
6,563,470Cash and cash equivalents


202,985


188,048Tenant receivables


195,132


165,583Other assets


169,569


186,147Total assets

$
7,448,351

$
7,103,248Liabilities and Partners' Equity:Mortgages and other notes payable

$
5,689,388

$
5,128,879Accounts payable, accrued expenses and other liabilities


306,445


295,325Total liabilities


5,995,833


5,424,204Partners' equity


1,452,518


1,679,044Total liabilities and partners' equity

$
7,448,351

$
7,103,248The SPG Operating Partnership's Share of:Total assets

$
3,084,342

$
2,875,125Partners' equity

$
746,537

$
652,279Add: Excess Investment


563,278


557,548The SPG Operating Partnership's net Investment in Joint Ventures

$
1,309,815

$
1,209,827


"Excess
Investment" represents the unamortized difference of the SPG Operating Partnership's investment over its share of the equity in the underlying net asset of the partnerships and
joint ventures acquired. Excess investment is amortized over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities. The
statement of operations summary financial information includes in the 1999 amortization a $5,000 writedown on a joint venture investment.

64

---

As
of December 31, 2001, scheduled principal repayments on joint venture indebtedness were as follows:

2002

$
415,8502003


534,5122004


489,7692005


951,3482006


766,171Thereafter


2,519,242Total principal maturities


5,676,892Net unamortized debt premiums


12,496Total mortgages and other notes payable

$
5,689,388


This debt becomes due in installments over various terms extending through 2011 with interest rates ranging from 2.24% to 9.05% and a weighted average
rate of
6.10% at December 31, 2001.

|                                                                                      |                               | For the Year Ended December 31, |                         
|------------------------------------------------------------------------------------- | ----------------------------- | ------------------------------- | ------------------------
|
|STATEMENTS OF OPERATIONS                                                              |                               |                                 |                         
|Revenue:                                                                              |                               |                                 |                         
|                                                                                      | Minimum rent                  |                                 | $                       
|                                                                                      | Overage rent                  |                                 |                         
|                                                                                      | Tenant reimbursements         |                                 |                         
|                                                                                      | Other income                  |                                 |                         
|                                                                                      |                               |                                 |                         
|                                                                                      |                               |                                 | Total revenue           
|Operating Expenses:                                                                   |                               |                                 |                         
|                                                                                      | Operating expenses and other  |                                 |                         
|                                                                                      | Depreciation and amortization |                                 |                         
|                                                                                      |                               |                                 |                         
|                                                                                      |                               |                                 | Total operating expenses
|                                                                                      |                               |                                 |                         
|Operating Income                                                                      |                               |                                 | 590,677                 
|Interest Expense                                                                      |                               |                                 | 367,065                 
|Loss on Sale of Assets                                                                |                               |                                 |                        
|                                                                                      |                               |                                 |                         
|Income Before Extraordinary Items and Cumulative Effect of Accounting Change ("IBEC") |                               |                                 | 223,612                 
|Cumulative Effect of Accounting Change                                                |                               |                                 | (3,011                  
|Extraordinary ItemsDebt Extinguishments                                              |                               |                                 | (295                    
|                                                                                      |                               |                                 |                         
|Net Income                                                                            |                               | $                               | 220,306                 
|                                                                                      |                               |                                 |                         
|Third-Party Investors' Share of IBEC                                                  |                               |                                 | 134,931                 
|                                                                                      |                               |                                 |                         
|The SPG Operating Partnership's Share of IBEC                                         |                               | $                               | 88,681                  
|Amortization of Excess Investment                                                     |                               |                                 | 21,279                  
|                                                                                      |                               |                                 |                         
|Income from Joint Ventures                                                            |                               | $                               | 67,402                  
|                                                                                      |                               |                                 |                         

65

---



The balance sheets and results of operations of the SPG Operating Partnership's European investments are included in the summary financial information
of joint
ventures above. The SPG Operating Partnership has a 32.3% ownership interest in European Retail Enterprises, B.V. ("ERE"). Prior to January 2001, the Management Company had a 29% ownership
interest in Groupe BEG, S.A. ("BEG") which was accounted for using the equity method of accounting. In January 2001, BEG merged with ERE and became a wholly-owned subsidiary of ERE. During the
third quarter of 2001, the Management Company transferred its interest in ERE at its carrying value of $29.9 million to the SPG Operating Partnership through the intercompany note to simplify
the organizational structure. BEG and ERE are fully integrated European retail real estate developers, lessors and managers. The SPG Operating Partnership's current total investment in ERE and BEG,
including subordinated debt, is approximately $73.4 million. The current estimated additional commitment, including subordinated debt, is approximately $27.6 million. However, since the
SPG Operating Partnership's future commitments are subject to certain performance and other criteria, including the SPG Operating Partnership's approval of development projects, these additional
commitments may vary. The agreements with BEG and ERE are structured to allow the SPG Operating Partnership to acquire an additional 28.5% ownership interest over time. As of December 31, 2001,
BEG and ERE had four properties open in Poland and two in France.

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,
2001, 2000 and 1999.



The SPG Operating Partnership holds 80% of the outstanding common stock, 5% of the outstanding voting common stock, all of the 8% cumulative
Class A
preferred stock, all of the 6% Cumulative Class B preferred stock, and all of the 6% Cumulative Class C preferred stock of the Management Company. The remaining 20% of the outstanding
common stock of the Management Company (representing 95% of the voting common stock) is owned directly by certain Simon family members. Because
the SPG Operating Partnership exercises significant influence but not control over the financial and operating policies of the Management Company, it is reflected in the accompanying statements using
the equity method of accounting. The SPG Operating Partnership has accounted for the Management Company as an unconsolidated entity since it became a public company. One of the primary reasons for the
Management Company being accounted for as a non-consolidated joint venture is that the income generated from management fees, leasing fees, and development contracts as well as other
income is considered impermissible under REIT requirements of the Code. Transactions may be structured through the Management Company to avoid jeopardizing SPG's status as a REIT under the Code.

The
Management Company, including its consolidated subsidiaries, provides management, leasing, development, project management, accounting, legal, marketing and management information
systems services and property damage and general liability insurance coverage to certain Portfolio Properties. The SPG Operating Partnership incurred total costs of $86,488, $86,238 and $82,630 on
consolidated Properties, related to services provided by the Management Company and its affiliates in 2001, 2000 and 1999, respectively. Certain of these amounts are capitalized by the SPG Operating
Partnership for leasing and development costs. Common costs are allocated by the Management Company to the SPG Operating Partnership using assumptions that management believes are reasonable. Amounts
due to the Management Company under cost-sharing arrangements and management contracts are netted in notes and

66

---

advances receivable from the Management Company and affiliates. In addition, the Management Company also provides certain of such services to Melvin Simon & Associates, Inc. ("MSA"),
and certain other non-owned properties for a fee. Fees for services provided by the Management Company to MSA were $4,249, $4,246 and $3,853 for the years ended December 31, 2001,
2000 and 1999, respectively.

As
of December 31, 2001 and 2000, amounts due from the Management Company for unpaid accrued interest and unpaid accrued preferred dividends were not material to the consolidated
financial statements or to those of SPG. Included in other income, the SPG Operating Partnership recorded interest income and preferred dividends from the Management Company of the following:

For the Year Ended December 31,2001

2000

1999Interest and preferred dividends

$
13,638

$
13,140

$
11,180


The
Management Company elected to become a taxable REIT subsidiary ("TRS") effective January 1, 2001. The SPG Operating Partnership and the Management Company performed the
following recapitalization transactions in order to implement the SPG Operating Partnership's new TRS strategy. The SPG Operating Partnership contributed its ownership in clixnmortar at its carrying
value of $22.6 million and $385 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, the SPG Operating Partnership 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. The SPG Operating Partnership's economic ownership of the Management Company increased to 98.0% from 90.0% as a result of these transactions. Finally, the SPG Operating
Partnership 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.

67

---

Summarized
consolidated financial information of the Management Company and a summary of the SPG Operating Partnership's investment in and share of income from the Management Company
follows and includes the effects of the Management Company's ownership of MerchantWired LLC.

|                                                                              |                                          | December 31,
|----------------------------------------------------------------------------- | ---------------------------------------- | ------------
|
|BALANCE SHEET DATA:                                                           |                                          |             
|Total assets                                                                  |                                          | $           
|Notes payable to the SPG Operating Partnership at 11%, due 2008, and advances |                                          |             
|Shareholders' equity                                                          |                                          |             
|The SPG Operating Partnership's Share of:                                     |                                          |             
|                                                                              | Total assets                             |             
|                                                                              |                                          |             
|                                                                              | Net investment in the Management Company |             
|                                                                              |                                          |             

|                                                                                                 |  | For the Year Ended December 31,
|------------------------------------------------------------------------------------------------ |  | -------------------------------
|
|OPERATING DATA:                                                                                  |  |                                
|Total revenue and income/loss from joint ventures                                                |  | $                              
|Operating (Loss) Income                                                                          |  |                                
|Net Income (Loss) Available for Common Shareholders                                              |  | $                              
|                                                                                                 |  |                                
|The SPG Operating Partnership's Share of Net Income (Loss) after intercompany profit elimination |  | $                              
|                                                                                                 |  |                                

The
SPG Operating Partnership's share of the Management Company's net investment in and receivables from MerchantWired LLC was $33.7 million at December 31, 2001. The SPG
Operating Partnership, along with the other members of MerchantWired LLC, is in the final stages of negotiating a sale of MerchantWired LLC to a third party for cash and contingent consideration.
Completing the sale is subject to finalizing the termination or modification of certain third party contracts, the buyer obtaining credit approval from its lenders, and certain regulatory and other
matters. As a condition of this transaction, the SPG Operating Partnership will also acquire approximately $24 million of cable and related infrastructure from MerchantWired LLC and will make
an $8 million additional contribution to MerchantWired LLC. These proceeds, along with proceeds from other members, will be used by MerchantWired LLC to satisfy amounts outstanding under
various lease arrangements and trade payables, resulting in the members being relieved of all guarantee arrangements. Management expects the transaction to close in April. The amount of contingent
consideration due to the SPG Operating Partnership and the other members will be determined based upon a multiple of annualized December 2003 and December 2004 MerchantWired LLC
revenues. If this transaction is not completed, the future of MerchantWired LLC will be impacted unless MerchantWired LLC is able to obtain future capital commitments.

68

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8.    Indebtedness

The SPG Operating Partnership's mortgages and other notes payable consist of the following:

|                                                                                                                                                   |  | December 31,
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|
|Fixed-Rate Debt                                                                                                                                    |  |             
|Mortgages and other notes, including $3,535 and $3,045 net discounts, respectively. Weighted average interest and maturity of 7.4% and 6.6 years.  |  | $           
|Unsecured notes, including $17,167 and $4,752 net discounts, respectively. Weighted average interest and maturity of 7.1% and 5.3 years.           |  |             
|63/4% Putable Asset Trust Securities, including $476 and $701 premiums, respectively, due November 2003.                                           |  |             
|7% Mandatory Par Put Remarketed Securities, including $5,083 and $5,150 premiums, respectively, due June 2028 and subject to redemption June 2008. |  |             
|Commercial mortgage pass-through certificates. Five classes bearing interest at weighted average rates and maturities of 7.3% and 3.0 years.       |  |             
|                                                                                                                                                   |  |             
|Total fixed-rate debt                                                                                                                              |  |             
|Variable-Rate Debt                                                                                                                                 |  |             
|Mortgages and other notes, including $32 and $375 premiums, respectively. Weighted average interest and maturity of 3.7% and 2.5 years.            |  | $           
|Credit Facility (see below)                                                                                                                        |  |             
|Merger Facility (see below)                                                                                                                        |  |             
|Euro Facility (see below)                                                                                                                          |  |             
|Commercial mortgage pass-through certificates, interest at 6.2%, due December 2004.                                                                |  |             
|Unsecured term loans. Weighted average rates and maturities of 2.7% and 0.7 years.                                                                 |  |             
|                                                                                                                                                   |  |             
|Total variable-rate debt                                                                                                                           |  |             
|Fair value interest rate swaps                                                                                                                     |  |             
|Total mortgages and other notes payable, net                                                                                                       |  | $           
|                                                                                                                                                   |  |             

General.Certain of the Properties are cross-defaulted and cross-collateralized as part of a
group
of properties. Under certain of the 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. Certain indebtedness 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 minimum equity values. Debt premiums and discounts
are amortized over the terms of the related debt instruments. Certain mortgages and notes payable may be prepaid but are generally subject to a prepayment of a yield-maintenance premium.

Mortgages and Other Notes.Certain of the Properties are pledged as collateral to secure the
related
mortgage notes. The net book value of these Properties was $3.6 billion at December 31, 2001. The fixed

69

---

and variable mortgage notes are nonrecourse. In addition, certain notes have partial guarantees by various limited partner Unitholders of approximately $559.3 million. The
fixed-rate mortgages generally require monthly payments of principal and/or interest. Variable-rate mortgages are typically based on LIBOR.

Unsecured Notes.Certain of the SPG Operating Partnership's unsecured notes totaling
$825.0 million with weighted average interests and maturities of 8.0% and 6.1 years, respectively, are structurally senior in
right of payment to holders of other SPG Operating Partnership unsecured notes to the extent of the assets and related cash flows of certain Properties. Certain of the unsecured notes are guaranteed
by the SPG Operating Partnership.

On
February 4, 1999, the SPG Operating Partnership completed the sale of $600.0 million of senior unsecured notes. These notes include two $300.0 million tranches.
The first tranche bears interest at 6.75% and matures on February 4, 2004 and the second tranche bears interest at 7.125% and matures on February 4, 2009. The SPG Operating Partnership
used the net proceeds of approximately $594.0 million to retire the $450.0 million initial tranche of the Merger Facility (see below) and to pay $142.0 million on the outstanding
balance of the Credit Facility (see below).

On
January 11, 2001, the SPG Operating Partnership issued $500.0 million of unsecured debt 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 Merger Facility due March 24, 2001 and
to repay a portion of the Merger Facility due September 24, 2001.

On
August 6, 2001, the SPG Operating Partnership retired the third and final tranche of the Merger Facility totaling $435.0 million. The SPG Operating Partnership
generated the funds used to retire this debt primarily from its $277.0 million financing of four mall properties at a fixed rate of 6.99%, its $110.0 million financing of one office
complex at LIBOR plus 115 basis points, and excess cash flow.

On
October 26, 2001, the SPG Operating Partnership 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. Ultimately, the SPG Operating Partnership plans to retire mortgage indebtedness on six wholly-owned
properties and to retire $250.0 million of 9% bonds that mature in early 2002 with borrowings from the Credit Facility.

Credit Facility.The Credit Facility is a $1.25 billion unsecured revolving credit
facility.
During 1999, the SPG Operating Partnership obtained a three-year extension on the Credit Facility to August of 2002, with an additional one-year extension available at the SPG
Operating Partnership's 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. The maximum and average amounts outstanding during 2001 under the Credit Facility were $863.0 million and $581.5 million,
respectively. The Credit Facility is primarily used for funding acquisition, renovation and expansion and predevelopment opportunities. At December 31, 2001, the Credit Facility had an
effective interest rate of 2.53%, with $1.1 billion available after outstanding borrowings and letters of credit. The Credit Facility contains financial covenants relating to a capitalization
value, minimum EBITDA and unencumbered EBITDA ratios and minimum equity values.

Merger Facility.In conjunction with the merger with Corporate Property Investors, Inc.
("CPI
Merger") in 1998, the SPG Operating Partnership and SPG, as co-borrowers, closed a $1.4 billion medium

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term unsecured bridge loan (the "Merger Facility"). On August 6, 2001, the SPG Operating Partnership retired the third and final tranche of the Merger Facility totaling $435.0 million.
The SPG Operating Partnership generated the funds used to retire this debt primarily from its $277.0 million financing of four mall properties at fixed rate of 6.99%, its $110.0 million
financing of one office complex at LIBOR plus 115 basis points, and excess cash flow.

Euro Facility.On July 31, 2000 the SPG Operating Partnership entered into a
Euro-denominated unsecured Credit Agreement to fund its European investment. This Credit Agreement consists of a 25 million Euros term loan and a 35 million Euros 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, 2004 including a one year extension.



As of December 31, 2001, scheduled principal repayments on indebtedness were as follows:

2002

$
665,4852003


1,358,3152004


1,532,3022005


867,9412006


846,738Thereafter


3,589,443Total principal maturities


8,860,224Net unamortized debt discounts and other


(18,846
)Total mortgages and other notes payable

$
8,841,378


Cash
paid for interest, net of any amounts capitalized, during 2001, 2000 and 1999 was $588,889, $646,184, and $566,156, respectively.



Prior to the adoption of accounting standard SFAS 133 relating to derivatives (refer to Note 13), the SPG Operating Partnership had entered
into
interest rate protection agreements in the form of "cap" or "swap" arrangements with respect to certain of its mortgages and other notes payable. The total notional amount outstanding under these
arrangements was $213.2 million as of December 31, 2000. The unamortized balance of these agreements was $248 as of December 31, 2000.

As
of December 31, 2001, the SPG Operating Partnership has recorded derivatives at their fair values of $1.0 million included in other assets, $10.6 million
included in other liabilities, and $3.7 million in mortgage and other notes payable as appropriate. These derivatives consist of LIBOR and EURIBOR based swaps, caps, collars, and cross-currency
interest rate swaps with a total notional amount of $758.6 million, with maturity dates ranging from July 2003 to January 2005. Joint venture derivatives with a total asset fair
value of $337 consist of interest rate caps with a total notional amount of $1.0 billion, with maturity dates ranging from January 2002 to May 2006. Within the next twelve months,
the SPG Operating Partnership expects to reclassify to earnings approximately $4.6 million of expense of the current balance held in accumulated other comprehensive income.

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The
SPG Operating Partnership's exposure to market risk due to changes in interest rates primarily relates to the SPG Operating Partnership's long-term debt obligations. The
SPG Operating Partnership manages exposure to interest rate market risk through its 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. The SPG Operating Partnership is also exposed to foreign currency risk on
financings of certain foreign operations. To manage foreign currency exchange rate risk as part of its risk management strategy, the SPG Operating Partnership has also entered into a foreign currency
forward contract. The SPG Operating Partnership's intent is to offset gains and losses that occur on the underlying exposures with gains and losses on the derivative contracts hedging these exposures.
The SPG Operating Partnership does not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.



The carrying value of variable-rate mortgages and other loans represents their fair values. The fair values of fixed-rate mortgages and other notes
payable are
estimated using cash flows discounted at current borrowing rates and at current market rates, respectively. The fair values of financial instruments and related discount rate assumptions used in the
estimate of fair value for fixed-rate mortgages and other notes payable are summarized as follows:

December 31,2001

2000Fair value of fixed-rate mortgages and other notes payable

$
7,909,049

$
6,453,165Discount rates assumed in calculation of fair value


6.86
%

7.17
%


9.    Rentals under Operating Leases

The SPG Operating Partnership receives rental income from the leasing of retail and mixed-use space under operating leases. Future minimum rentals to
be received under noncancelable 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, 2001, are as follows:

2002

$
1,026,6902003


955,1792004


862,5622005


772,7302006


676,562Thereafter


2,234,530$
6,528,253


Approximately
1.5% of future minimum rents to be received are attributable to leases with an affiliate of a limited partner in the SPG Operating Partnership.

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10.  Partners' Equity



As described in Note 3, as part of the consideration paid for the NED Acquisition, the SPG Operating Partnership issued 1,269,446 Paired Units
valued at
approximately $36,400; 2,584,227 7% Convertible Preferred Units in the SPG Operating Partnership valued at approximately $72,800; and 2,584,227 8% Redeemable Preferred Units in the SPG Operating
Partnership valued at approximately $78,000. In addition, as part of the NED Acquisition, the SPG Operating Partnership issued 3,617,070 Paired Units to SPG in exchange for a note receivable, which is
recorded as a reduction of partners' equity. During 2001, an additional 8,185 Paired Units were issued that were held back at the time of the acquisition pursuant to the resolution of a closing
contingency.



The following table summarizes each of the series of preferred Units of the SPG Operating Partnership:

As of December 31,2001

2000Series A 6.5% Convertible Preferred Units, 209,249 units authorized, 49,839 and 51,059 issued and outstanding, respectively

$
63,688

$
65,246Series B 6.5% Convertible Preferred Units, 5,000,000 units authorized, 4,830,057 issued and outstanding


449,196


449,196Series C 7.00% Cumulative Convertible Preferred Units, 2,700,000 units authorized and 2,600,895 and 2,584,227 issued and outstanding, respectively


72,823


72,358Series D 8.00% Cumulative Redeemable Preferred Units, 2,700,000 units authorized and 2,600,895 and 2,584,227 issued and outstanding, respectively


78,027


77,527Series E 8.00% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 1,000,000 issued and outstanding


24,449


24,242Series F (SPG Properties Series B in 2000) 8.75% Cumulative Redeemable Preferred Units, 8,000,000 units authorized, issued and outstanding, see below


192,989


192,989Series G (SPG Properties Series C in 2000) 7.89% Cumulative Step-Up Premium RateSM Convertible Preferred Units, 3,000,000 units authorized, issued and outstanding, see below


147,146


146,877$
1,028,318

$
1,028,435


SPG Properties, Inc. Merger.The Boards of Directors of SPG and SPG Properties,
 Inc.
("SPG Properties"), a general partner of the SPG Operating Partnership, on May 8, 2001 approved an agreement for the merger
of SPG Properties into SPG in order to simplify the organizational structure of the Companies. The merger was completed and became effective on July 1, 2001. SPG previously owned

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99.999% of the common stock of SPG Properties. In the merger, outstanding shares of SPG Properties' preferred stock were converted into shares of SPG preferred stock having substantially identical
terms. SPG Properties' Series B preferred stock was converted to Series F preferred stock of SPG and SPG Properties' Series C preferred stock was converted to Series G
preferred stock of SPG. SPG holds preferred units in the SPG Operating Partnership with economic terms substantially identical to the corresponding class of SPG preferred stock. The preferred units
shown as Series as Series F and G above prior to the merger with SPG Properties represented the preferred units associated with the two classes of SPG Properties preferred stock.

On
January 27, 2000, SD Property Group, Inc., a substantially wholly owned subsidiary of SPG Properties, merged with and into SPG Properties.

Series A Convertible Preferred Units.During 2001, 1,220 units of the SPG Operating
Partnership's Series A Convertible Preferred Units were converted into 46,355 Paired Units. In addition, another 442 Paired Units were issued to the holders of the converted units in lieu of
the cash dividends allocable to those preferred units. During 2000, 2,212 Series A Convertible Preferred Units were converted into 84,046 Paired Units. In addition, another 1,242 Paired Units
were issued to the holders of the converted units in lieu of the cash dividends allocable to those preferred units. Each of the Series A Convertible Preferred Units has a liquidation preference
of $1,000 and is convertible into 37.995 Paired Units, subject to adjustment under certain circumstances. The Series A Convertible Preferred Units are not redeemable, except as needed to
maintain or bring the direct or indirect ownership of the capital stock of SPG into conformity with REIT requirements.

Series B Convertible Preferred Units.Each of the Series B Convertible Preferred
Units
has a liquidation preference of $100 and is convertible into 2.586 Paired Units, subject to adjustment under circumstances identical to those of the Series A Preferred Units. SPG may redeem the
Series B Preferred Units on or after September 24, 2003 at a price beginning at 105% of the liquidation preference plus accrued dividends and declining to 100% of the liquidation
preference plus accrued dividends any time on or after September 24, 2008.

Series C and D Preferred Units.In connection with the NED Acquisition, the SPG
Operating
Partnership issued two new series of preferred Units during 1999 as a component of the consideration for the Properties acquired. The SPG Operating Partnership authorized 2,700,000, and issued
2,584,227, 7.00% Cumulative Convertible Preferred Units (the "7.00% Preferred Units") having a liquidation value of $28.00 per Unit. During 2001, an additional 16,668 Units were issued that were held
back at the time of acquisition pursuant to the resolution of a closing contingency. The 7.00% Preferred Units accrue cumulative dividends at a rate of $1.96 annually, which is payable quarterly in
arrears. The 7.00% 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 SPG
with terms substantially identical to the 7.00% Preferred Units or Paired Units at a ratio of 0.75676 to one provided that the closing stock price of SPG's Paired Shares exceeds $37.00 for any three
consecutive trading days prior to the conversion date.
The SPG Operating Partnership may redeem the 7.00% Preferred Units at their liquidation value plus accrued and unpaid distributions on or after August 27, 2009, payable in Paired Units. In the
event of the death of a holder of the 7.00% Preferred Units, or the occurrence of certain tax triggering events applicable to a holder, the SPG Operating Partnership may be required to redeem the
7.00% Preferred Units at liquidation value payable at the option of the SPG Operating Partnership in either cash (the payment of which may be made in four equal annual installments) or Paired Shares.

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The
SPG Operating Partnership also authorized 2,700,000, and issued 2,584,227, 8.00% Cumulative Redeemable Preferred Units (the "8.00% Preferred Units") having a liquidation value of
$30.00. During 2001, an additional 16,668 Units were issued that were held back at the time of acquisition pursuant to the resolution of a closing contingency. The 8.00% Preferred Units accrue
cumulative dividends at a rate of $2.40 annually, which is payable quarterly in arrears. The 8.00% Preferred Units are each paired with one 7.00% Preferred Unit or with the Paired Units into which the
7.00% Preferred Units may be converted. The SPG Operating Partnership may redeem the 8.00% 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 SPG Operating Partnership having the same terms as the 8.00% Preferred Units, except that the distribution coupon rate would be
reset to a then determined market rate, or in Paired Units. The 8.00% Preferred Units are convertible at the holders' option on or after August 27, 2004, into 8.00% Cumulative Redeemable
Preferred Stock of SPG with terms substantially identical to the 8.00% Preferred Units. In the event of the death of a holder of the 8.00% Preferred Units, or the occurrence of certain tax triggering
events applicable to a holder, the SPG Operating Partnership may be required to redeem the 8.00% Preferred Units owned by such holder at their liquidation value payable at the option of the SPG
Operating Partnership in either cash (the payment of which may be made in four equal annual installments) or Paired Shares.

Series E Cumulative Redeemable Preferred Units.As part of the consideration for the
purchase
of ownership in Mall of America, SPG issued 1,000,000 shares of Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred Stock") for $24,242, net of issuance costs. The
Series E Preferred Stock is redeemable beginning August 27, 2004 at the liquidation value of $25 per share. The carrying value is being accreted to the liquidation value over the
non-redeemable period. SPG contributed the interest in Mall of America to the SPG Operating Partnership in exchange for cash and the preferred units with economic terms identical to the
Series E Preferred Stock.

Series F Cumulative Redeemable Preferred Units.SPG Properties, formerly a general
partner of
the SPG Operating Partnership, previously had outstanding 8,000,000 shares of 8.75% Series B Cumulative Redeemable Preferred Stock and also held preferred units in the SPG Operating Partnership
with economic terms substantially identical to the corresponding class of SPG Properties preferred stock. As part of the merger of SPG and SPG Properties, SPG issued 8,000,000 shares of 8.75%
Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Shares") in exchange for SPG Properties' 8.75% Series B Cumulative Redeemable Stock on a
share-for-share basis. The Series F Preferred Shares may be redeemed any time on or after September 29, 2006, at a liquidation value of $25.00 per share, plus
accrued and unpaid 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
SPG,
which may include other series of preferred shares. SPG holds preferred units in the SPG Operating Partnership with economic terms substantially identical to those of the Series F Preferred
Shares.

Series G Cumulative Step-Up Premium RateSM Preferred Units.SPG
Properties, formerly a general partner of the SPG Operating Partnership, also previously had outstanding 3,000,000 shares of its 7.89% Series C Cumulative Step-Up Premium
RateSM Preferred Stock and also held preferred units in the SPG Operating Partnership with economic terms substantially identical to the corresponding class of SPG Properties preferred
stock. As part of the merger of SPG and SPG Properties, SPG issued 3,000,000 shares of 7.89% Series G Cumulative Step-Up Premium RateSM Preferred Stock (the
"Series G Preferred Shares") in exchange for SPG Properties' 7.89% Series C Cumulative Step-Up Premium RateSM Preferred Stock on a
share-for-share basis. The Series G Preferred Shares have a liquidation value of $50.00 per

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share. Beginning October 1, 2012, the rate increases to 9.89% per annum. Management intends to redeem the Series G Preferred Shares prior to October 1, 2012. Beginning
September 30, 2007, SPG may redeem the Series G Preferred Shares in whole or in part, using only the sale proceeds of other capital stock of SPG, at a liquidation value of $50.00 per
share, plus accrued and unpaid distributions, if any, thereon. Additionally, the Series G Preferred Shares have no stated maturity and are not subject to any mandatory redemption provisions,
nor are they convertible into any other securities of SPG. SPG holds preferred units in the SPG Operating Partnership with economic terms substantially identical to those of the Series G
Preferred Stock.



Notes receivable of $19,113 from former CPI shareholders, which result from securities issued under CPI's executive compensation program and were
assumed in the
CPI Merger, are reflected as a deduction from capital in excess of par value in the statements of partners' equity in the accompanying financial statements. Certain of such notes totaling $1,465 bear
interest at rates ranging from 6.00% to 7.50% and become due during 2002. The remainder of the notes do not bear interest and become due at the time the underlying Units are sold.



The SPG Operating Partnership and SPG have a stock incentive plan (the "1998 Plan"), which provides for the grant of equity-based awards during a
ten-year period, in the form of options to purchase Paired Shares ("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. The Companies have
reserved for issuance 6,300,000 Paired Shares under the 1998 Plan. Additionally, the partnership agreements require the Companies to sell Paired Shares to the Operating Partnerships, at
fair value, sufficient to satisfy the exercising of stock options, and for the Companies to purchase Paired Units for cash in an amount equal to the fair market value of such Paired Shares.

Administration.The 1998 Plan is administered by SPG'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 Paired 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 the Companies who are not also employees of the SPG Operating Partnership or its affiliates ("Eligible Directors"). Under the 1998 Plan, each Eligible Director is automatically granted
Director Options to purchase 5,000 Paired 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 Paired 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

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"change in control" of the Companies (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 the
Companies
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 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 at the time such stock is earned, awarded and issued, is charged to partners' equity and subsequently amortized against earnings of the SPG Operating Partnership over the vesting period. Through
December 31, 2001 a total of 2,697,806 Paired Shares, net of forfeitures, were awarded. Information regarding restricted stock awards are summarized in the following table for each of the years
presented:

For the Year Ended December 31,2001

2000

1999Paired share awards of restricted stock, net of forfeitures


454,726


417,994


537,861Weighted average grant price

$
25.84

$
22.94

$
25.50Amortization expense

$
11,512

$
11,770

$
10,601


The
SPG Operating Partnership accounts 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 2001 vest over a twelve-month period while the employee
options granted in 2001 vest over three years. 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:

|                                       |  | December 31,
|-------------------------------------- |  | ------------
|
|Weighted Average Fair Value per Option |  | $           
|Expected Volatility                    |  |             
|Risk-Free Interest Rate                |  |             
|Dividend Yield                         |  |             
|Expected Life                          |  |             

The
weighted average remaining contract life for options outstanding as of December 31, 2001 was 6.78 years.

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Information
relating to Director Options and Employee Options from December 31, 1998 through December 31, 2001 is as follows:

|                                         |  | Director Options |   | Employee Options
|---------------------------------------- |  | ---------------- | - | ----------------
|
|Shares under option at December 31, 1998 |  | 75,080           |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  | 62,000           |   |                 
|Exercised                                |  | (5,000           | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 1999 |  | 132,080          |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  | 24,000           |   |                 
|Exercised                                |  | (1,360           | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2000 |  | 154,720          |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  | 26,000           |   |                 
|Exercised                                |  | (11,000          | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2001 |  | 169,720          |   | $               
|                                         |  |                  |   |                 
|Exercise price range                     |  |                  |   | $               
|                                         |  |                  |   |                 
|Options exercisable at December 31, 1999 |  | 108,080          |   | $               
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2000 |  | 130,720          |   | $               
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2001 |  | 143,720          |   | $               
|                                         |  |                  |   |                 



Limited partners in the Operating Partnerships have the right to exchange all or any portion of their Paired Units for Paired shares of common stock
on a
one-for-one basis or cash, as selected by the 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 the Companies' common stock at that time. The
Companies have reserved 63,930,350 Paired Shares for possible issuance upon the exchange of Paired 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. ("Triple Five") 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 the SPG Operating Partnership. 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

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Minntertainment Company to the SPG Operating Partnership and related entities (the "Teachers Sale"); and (ii) a financing transaction involving a loan in the amount of $312,000 obtained from
The Chase Manhattan Bank ("Chase") that is secured by a mortgage placed on Mall of America's assets (the "Chase Mortgage"). The complaint, which contains twelve counts, seeks remedies of damages,
rescission, constructive trust, accounting, and specific performance. Although the complaint names all defendants in several counts, the SPG Operating Partnership is specifically identified as a
defendant in connection with the Teachers Sale. The litigation is currently in the discovery stage. The SPG Operating Partnership believes that the Triple Five litigation is without merit and intends
to defend the action vigorously. The SPG Operating Partnership believes that the Triple Five litigation will not have a material adverse effect on the SPG Operating Partnership. Given the early stage
of the litigation 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.

Carlo Agostinelli et al. v. DeBartolo Realty Corp. et al.On October 16, 1996, a complaint was
filed in the Court of
Common Pleas of Mahoning County, Ohio, captioned Carlo Agostinelli et al. v. DeBartolo Realty Corp. et al. The named defendants are SD Property Group, Inc., an
indirect 99%-owned subsidiary of SPG, and DeBartolo Properties Management, Inc., a subsidiary of the Management Company, and the plaintiffs are 27 former employees of the defendants. In the
complaint, the plaintiffs alleged that they were recipients of deferred stock grants under the DeBartolo Realty Corporation ("DRC") Stock Incentive Plan (the "DRC Plan") and that these grants
immediately vested under the DRC Plan's "change in control" provision as a result of the merger with DRC. Plaintiffs asserted that the defendants' refusal to issue them approximately 542,000 shares of
DRC common stock, which is equivalent to approximately 370,000 Paired Shares computed at the 0.68 exchange ratio used in the DRC Merger, constituted a breach of contract and a breach of the implied
covenant of good faith and fair dealing under Ohio law. Plaintiffs sought damages equal to such number of shares of DRC common stock, or cash in lieu thereof, equal to all deferred stock
ever granted to them under the DRC Plan, dividends on such stock from the time of the grants, compensatory damages for breach of the implied covenant of good faith and fair dealing, and punitive
damages. The plaintiffs and the defendants each filed motions for summary judgment. On October 31, 1997, the Court of Common Pleas entered a judgment in favor of the defendants granting their
motion for summary judgment. The plaintiffs appealed this judgment to the Seventh District Court of Appeals in Ohio. On August 18, 1999, the District Court of Appeals reversed the summary
judgment order in favor of the defendants entered by the Common Pleas Court and granted plaintiffs' cross motion for summary judgment, remanding the matter to the Common Pleas Court for the
determination of plaintiffs' damages. The defendants petitioned the Ohio Supreme Court asking that they exercise their discretion to review and reverse the Appellate Court decision, but the Ohio
Supreme Court did not grant the petition for review. The case was remanded to the Court of Common Pleas of Mahoning County, Ohio, to conduct discovery relevant to each plaintiff's damages and the
counterclaims asserted by the SPG Operating Partnership. The Trial Court referred these matters to a Magistrate. Plaintiffs filed a Supplemental Motion for Summary Judgment on the question of damages.
The Magistrate ruled on the counterclaims and found in Defendants' favor on one of them. On December 27, 2000, the Trial Court rendered judgment for the plaintiffs in the combined total amount
of approximately $12,000, which includes a set-off of approximately $2,000 with impact to two of the plaintiffs. Defendants have appealed this judgment and plaintiffs have cross-appealed.
The judgment has accrued interest at 10% per annum from and after the DRC Merger Date of August 6, 1996. The SPG Operating Partnership recorded a $12,000 loss in the third quarter of 1999
related to this litigation as an unusual item. On December 19, 2001, the Court of Appeals affirmed in part, reversed in part and remanded for limited trial with respect to the issues of
plaintiffs' entitlement to dividends declared before the merger and with respect to the amount of shares claimed by one of the plaintiffs. The

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Court of Appeals overruled defendants' assignments of error. Defendants have petitioned the Ohio Supreme Court for review. The SPG Operating Partnership believes that established reserves are
adequate and the ultimate outcome will not have a material adverse impact on its results of operations.

The
SPG Operating Partnership currently is not subject to any other material litigation other than routine litigation, claims and administrative proceedings arising in the ordinary
course of business. On the basis of consultation with counsel, management believes that such routine litigation, claims and administrative proceedings will not have a material adverse impact on the
SPG Operating Partnership's financial position or its results of operations.



As of December 31, 2001, a total of 32 of the consolidated Properties are subject to ground leases. The termination dates of these ground leases
range
from 2002 to 2090. These ground leases generally require payments by the SPG Operating Partnership of a fixed annual rent, or a fixed annual rent plus a participating percentage over a base rate.
Ground lease expense incurred by the SPG Operating Partnership for the years ended December 31, 2001, 2000 and 1999, was $13,786, $13,654, and $13,365, respectively.

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

2002

$
7,3172003


7,2392004


6,7722005


6,8042006


6,919Thereafter


475,872$
510,923




On September 30, 1999, Simon Property Group, L.P. entered into a multi-year contract with Enron Energy Services ("Enron") for Enron to supply
or manage all of the energy commodity requirements for the wholly-owned properties and many of the SPG Operating Partnership's joint venture partnerships. The contract includes electricity, natural
gas and maintenance of energy conversion assets and electrical systems including lighting. As a result of the December bankruptcy filing by Enron, the SPG Operating Partnership assumed total control
over the management of its energy assets throughout the Portfolio, including the purchase and payment of utilities and maintenance and repair of energy related equipment. There was no service
interruption to the SPG Operating Partnership's malls or tenants and the SPG Operating Partnership does not anticipate adverse financial consequences from the Enron bankruptcy.



The SPG Operating Partnership's portfolio-wide general liability and property insurance policies expired on December 31, 2001. The SPG
Operating Partnership renewed these policies, the cost of which is predominantly passed through to tenants, at similar coverage levels, but at price increases aggregating

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approximately 30% due to the impacts of September 11, 2001. All of the Portfolio Properties have insurance coverage for 2002. The exception to coverage levels is in the area of terrorism,
which is excluded in the SPG Operating Partnership's new property coverage. Management believes that the SPG Operating Partnership is in compliance with all insurance provisions of its debt agreements
even though the SPG Operating Partnership lacks terrorism insurance coverage.



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 management believes would have a material adverse impact on the SPG Operating Partnership's financial position or results of operations. Management is unaware of any
instances in which it would incur significant environmental costs if any or all Properties were sold, disposed of or abandoned.

12.  Related Party Transactions

On April 1, 2001, the SPG Operating Partnership became the managing general partner of SPG Administrative Services Partnership L.P. ("ASP"). In
addition,
the SPG Operating Partnership 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 by the SPG Operating Partnership through the note receivable from the Management Company, and $0.2 million from the SPG
Operating Partnership which was funded through a reduction of ASP's note payable with the SPG Operating Partnership. The SPG Operating Partnership gained control of ASP as a result of the transactions
and ASP is consolidated in the SPG Operating Partnership's 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 the results of operations of the SPG Operating Partnership and the other aspects of the transaction were not material. ASP employs the majority
of the SPG Operating Partnership's employees and was organized to provide services for the Management Company and its affiliates as well as multiple entities controlled by the SPG Operating
Partnership.

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 lead 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, the SPG Operating Partnership 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 remaining investment in Kimsward at December 31, 2001 is not material.

The
SPG Operating Partnership transferred its $2.2 million note receivable from the SRC Operating Partnership to the Management Company in exchange for an increase in the note
receivable from the Management Company to the SPG Operating Partnership.

13.  New Accounting Pronouncements

On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets."
SFAS 141 further clarifies the criteria to recognize intangible

81

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assets separately from goodwill and requires the purchase method of accounting for all acquisitions. SFAS 141 is effective for the SPG Operating Partnership for any business combination that
is completed after June 30, 2001. SFAS No. 142 requires that goodwill is no longer amortized but are reviewed annually, or more frequently if impairment indicators arise, for impairment.
The amortization provisions of SFAS 142 apply to goodwill and intangible assets acquired by the SPG Operating Partnership after June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, the SPG Operating Partnership is required to adopt SFAS 142 on January 1, 2002 at which time amortization of the remaining book value of
goodwill will cease and the new impairment-only approach will apply and may not be applied retroactively. The SPG Operting Partnership does not expect any impairment on goodwill from the
adoption of SFAS 142 and the impact of SFAS 142 will be to eliminate the amortization of goodwill thereby increasing the SPG Operating Partnership's income before allocation to limited
partners by approximately $1.2 million annually.

In
August 2001, the FASB issued 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." In addition, 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 is a broad statement that 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. The effective date for adoption of SFAS No. 144 is January 1, 2002. The
SPG Operating Partnership is currently evaluating the impact of SFAS No. 144. SFAS No. 144 will also require the SPG Operating Partnership to reclassify the results of operations of
properties sold which are not already classified as held for sale out of operating income into discontinued operations for all years presented.

On
January 1, 2001 the SPG Operating Partnership 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 and requires the
SPG Operating Partnership to record on the balance
sheet all derivative instruments at fair value and to recognize certain non-cash changes in these fair values either in the income statement or other comprehensive income, as appropriate
under SFAS 133. SFAS 133 currently impacts the accounting for the SPG Operating Partnership's interest rate and foreign currency rate risk protection agreements.

On
adoption of SFAS 133, the SPG Operating Partnership recorded the difference between the fair value of the derivative instruments and the previous carrying amount of those
derivatives on its balance sheet 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, the SPG Operating Partnership's net fair value of derivatives was ($2.0) million, of which $3.1 million was recorded in other liabilities and $1.1 million was
recorded in other assets. In addition, $2.0 million of unrecognized loss was recorded in other comprehensive income as a cumulative effect of accounting change and an expense of
$1.7 million was recorded as a cumulative effect of accounting change in the statement of operations, which includes the SPG Operating Partnership's $1.5 million share of joint venture
cumulative effect of accounting change.

On
December 3, 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"), which addressed certain revenue recognition policies,
including the accounting for

82

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overage rent by a landlord. SAB 101 requires overage rent to be recognized as revenue only when each tenant's sales exceeds its sales threshold. The SPG Operating Partnership previously recognized
overage rent based on reported and estimated sales through the end of the period, less the applicable prorated base sales amount. The SPG Operating Partnership adopted SAB 101 effective
January 1, 2000 and recorded a loss from the cumulative effect of an accounting change of $12.3 million in the first quarter of 2000, which includes the SPG Operating Partnership's
$1.8 million share from unconsolidated entities.

14.  Quarterly Financial Data (Unaudited)

Consolidated summarized quarterly 2001 and 2000 data is as follows:

|2001                                                                                        |  | First
Quarter |             | Second
Quarter |   | Third
Quarter |  | Fourth
Quarter |            
|------------------------------------------------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | -------------- | -----------
|Total revenue                                                                               |  | $             | 487,209     |                | $ | 484,569       |  | $              | 496,447    
|Operating income                                                                            |  |               | 208,433     |                |   | 208,947       |  |                | 214,698    
|Income before unusual item, extraordinary items, and cumulative effect of accounting change |  |               | 62,724      |                |   | 69,803        |  |                | 69,884     
|Net income available to Unitholders                                                         |  |               | 41,630      |                |   | 50,457        |  |                | 50,330     
|Net income before extraordinary items per UnitBasic and Diluted (1)                        |  | $             | 0.19        |                | $ | 0.21          |  | $              | 0.21       
|Net income per UnitBasic and Diluted (1)                                                   |  | $             | 0.18        |                | $ | 0.21          |  | $              | 0.21       
|Weighted Average Units Outstanding                                                          |  |               | 235,271,163 |                |   | 235,708,099   |  |                | 235,964,645
|Diluted weighted Average Units Outstanding                                                  |  |               | 235,448,117 |                |   | 236,027,715   |  |                | 236,249,803

|2000                                                                                        |  | First
Quarter |             | Second
Quarter |   | Third
Quarter |  | Fourth
Quarter |            
|------------------------------------------------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | -------------- | -----------
|Total revenue                                                                               |  | $             | 473,465     |                | $ | 484,450       |  | $              | 490,474    
|Operating income                                                                            |  |               | 208,601     |                |   | 207,948       |  |                | 221,525    
|Income before unusual item, extraordinary items, and cumulative effect of accounting change |  |               | 71,909      |                |   | 77,782        |  |                | 78,368     
|Net income available to Unitholders                                                         |  |               | 39,786      |                |   | 58,414        |  |                | 59,034     
|Net income before extraordinary items per Unit  Basic and Diluted (1)                      |  | $             | 0.22        |                | $ | 0.25          |  | $              | 0.25       
|Net income per Unit  Basic and Diluted (1)                                                 |  | $             | 0.17        |                | $ | 0.25          |  | $              | 0.25       
|Weighted Average Units Outstanding                                                          |  |               | 236,995,130 |                |   | 237,439,435   |  |                | 236,491,268
|Diluted weighted Average Units Outstanding                                                  |  |               | 237,040,394 |                |   | 237,582,451   |  |                | 236,593,972

83

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SIGNATURES

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

| |  | SIMON PROPERTY GROUP, L.P.
| |  | --------------------------
| |  | By:                       
| |  | By                        

March 29, 2002

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 registrant and in the capacities and on
the dates indicated.

|Signature                                       |  | Capacity                                                           |  | Date          
|----------------------------------------------- |  | ------------------------------------------------------------------ |  | --------------
|                                                |  |                                                                    |  |               
|/s/DAVID SIMONDavid Simon                       |  | Chief Executive Officer
and Director (Principal Executive Officer) |  | March 29, 2002
|/s/HERBERT SIMONHerbert Simon                   |  | Co-Chairman of the Board of Directors                              |  | March 29, 2002
|/s/MELVIN SIMONMelvin Simon                     |  | Co-Chairman of the Board of Directors                              |  | March 29, 2002
|/s/HANS C. MAUTNERHans C. Mautner               |  | Vice Chairman of the Board of Directors                            |  | March 29, 2002
|/s/RICHARD SOKOLOVRichard Sokolov               |  | President, Chief Operating Officer
and Director                    |  | March 29, 2002
|/s/MELVYN E. BERGSTEINMelvyn E. Bergstein       |  | Director                                                           |  | March 29, 2002
|/s/BIRCH BAYHBirch Bayh                         |  | Director                                                           |  | March 29, 2002
|/s/PIETER S. VAN DEN BERGPieter S. van den Berg |  | Director                                                           |  | March 29, 2002
|/s/G. WILLIAM MILLERG. William Miller           |  | Director                                                           |  | March 29, 2002
|                                                |  |                                                                    |  |               

84

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|/s/FREDRICK W. PETRIFredrick W. Petri               |  | Director                                                                           |  | March 29, 2002
|--------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|/s/J. ALBERT SMITHJ. Albert Smith                   |  | Director                                                                           |  | March 29, 2002
|/s/PHILIP J. WARDPhilip J. Ward                     |  | Director                                                                           |  | March 29, 2002
|/s/M. DENISE DEBARTOLO YORKM. Denise DeBartolo York |  | Director                                                                           |  | March 29, 2002
|/s/STEPHEN E. STERRETTStephen E. Sterrett           |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |  | March 29, 2002
|/s/JOHN DAHLJohn Dahl                               |  | Senior Vice President
(Principal Accounting Officer)                               |  | March 29, 2002

85

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS  ON SCHEDULE

To
Simon Property Group, Inc.:

We
have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of SIMON PROPERTY GROUP, L.P. included in this
Form 10-K and have issued our report thereon dated March 28, 2002. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a
whole. The schedule, "Schedule III: Real Estate and Accumulated Depreciation", as of December 31, 2001, is the responsibility of Simon Property Group, L.P.'s management and is presented
for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial
statements taken as a whole.



Indianapolis,
Indiana
March 28, 2002.

86

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SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(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    
|Amigoland Mall, Brownsville, TX                            |  |   | 0      |                       |   | 1,045                                      |  |                                                   | 1,318   |  |   | 0    
|Anderson Mall, Anderson, SC                                |  |   | 27,500 |                       |   | 1,712                                      |  |                                                   | 18,072  |  |   | 1,363
|Arsenal Mall, Watertown, MA                                |  |   | 35,900 |                       |   | 14,500                                     |  |                                                   | 44,763  |  |   | 0    
|Arsenal Mall HCHP, Watertown, MA                           |  |   | 0      |                       |   | 1,005                                      |  |                                                   | 2,917   |  |   | 0    
|Aurora Mall, Aurora, CO                                    |  |   | 0      |                       |   | 11,400                                     |  |                                                   | 55,692  |  |   | 0    
|Barton Creek Square, Austin, TX                            |  |   | 0      |                       |   | 4,414                                      |  |                                                   | 20,699  |  |   | 771  
|Battlefield Mall, Springfield, MO                          |  |   | 88,553 |                       |   | 3,919                                      |  |                                                   | 27,310  |  |   | 3,225
|Bay Park Square, Green Bay, WI                             |  |   | 24,848 |                       |   | 6,864                                      |  |                                                   | 25,623  |  |   | 1,620
|Bergen Mall, Paramus, NJ                                   |  |   | 0      |                       |   | 10,918                                     |  |                                                   | 92,893  |  |   | 0    
|Biltmore Square, Asheville, NC                             |  |   | 26,000 |                       |   | 6,641                                      |  |                                                   | 23,582  |  |   | 0    
|Bowie Town Center, Bowie, MD                               |  |   | 47,611 |                       |   | 3,358                                      |  |                                                   | 570     |  |   | 4    
|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, East Brunswick, NJ                       |  |   | 45,000 |                       |   | 8,436                                      |  |                                                   | 55,838  |  |   | 0    
|Burlington Mall, Burlington, MA                            |  |   | 0      |                       |   | 46,600                                     |  |                                                   | 303,618 |  |   | 0    
|Castleton Square, Indianapolis, IN                         |  |   | 0      |                       |   | 27,536                                     |  |                                                   | 98,287  |  |   | 2,500
|Century III Mall, Pittsburgh, PA                           |  |   | 66,000 |                       |   | 17,251                                     |  |                                                   | 117,822 |  |   | 10   
|Charlottesville Fashion Square, Charlottesville, VA        |  |   | 0      |                       |   | 0                                          |  |                                                   | 54,738  |  |   | 0    
|Chautauqua Mall, Jamestown, NY                             |  |   | 0      |                       |   | 3,257                                      |  |                                                   | 9,641   |  |   | 0    
|Cheltenham Square, Philadelphia, PA                        |  |   | 34,226 |                       |   | 14,227                                     |  |                                                   | 43,699  |  |   | 0    
|Chesapeake Square, Chesapeake, VA                          |  |   | 47,000 |                       |   | 11,534                                     |  |                                                   | 70,461  |  |   | 0    
|Cielo Vista Mall, El Paso, TX                              |  |   | 91,845 |                       |   | 1,307                                      |  |                                                   | 18,512  |  |   | 608  
|College Mall, Bloomington, IN                              |  |   | 51,067 |                       |   | 1,012                                      |  |                                                   | 16,245  |  |   | 722  
|Columbia Center, Kennewick, WA                             |  |   | 0      |                       |   | 18,285                                     |  |                                                   | 66,580  |  |   | 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                                 |  |   | 0      |                       |   | 881                                        |  |                                                   | 37,263  |  |   | 409  
|Crystal River Mall, Crystal River, FL                      |  |   | 16,158 |                       |   | 5,661                                      |  |                                                   | 20,241  |  |   | 0    
|DeSoto Square, Bradenton, FL                               |  |   | 38,880 |                       |   | 9,380                                      |  |                                                   | 52,716  |  |   | 0    
|Eastern Hills Mall, Buffalo, NY                            |  |   | 0      |                       |   | 15,444                                     |  |                                                   | 47,604  |  |   | 12   
|Eastland Mall, Tulsa, OK                                   |  |   | 20,670 |                       |   | 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 |  |   | 62,163 |                       |   | 0                                          |  |                                                   | 120,579 |  |   | 0    
|Forest Mall, Fond Du Lac, WI                               |  |   | 17,486 |                       |   | 728                                        |  |                                                   | 4,498   |  |   | 0    
|Forest Village Park, Forestville, MD                       |  |   | 21,850 |                       |   | 1,212                                      |  |                                                   | 4,625   |  |   | 757  

87

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SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                            |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition |  | Gross Amounts At Which Carried At Close of Period |  |         |  |       
|------------------------------------------- |  | ------- |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------- |  | ------
|
|Great Lakes Mall, Cleveland, OH             |  | 0       |  | 13,023                |  | 100,362                                    |  | 432                                               |  | 6,134   |  | 13,455
|Greenwood Park Mall, Greenwood, IN          |  | 92,999  |  | 2,559                 |  | 23,445                                     |  | 5,277                                             |  | 58,682  |  | 7,836 
|Gulf View Square, Port Richey, FL           |  | 35,777  |  | 13,690                |  | 39,997                                     |  | 0                                                 |  | 10,558  |  | 13,690
|Haywood Mall, Greenville, SC                |  | 0       |  | 11,604                |  | 133,893                                    |  | 6                                                 |  | 516     |  | 11,610
|Heritage Park, Midwest City, OK             |  | 0       |  | 598                   |  | 6,213                                      |  | 0                                                 |  | 1,977   |  | 598   
|Hutchinson Mall, Hutchison, KS              |  | 15,490  |  | 1,439                 |  | 18,411                                     |  | 0                                                 |  | 3,425   |  | 1,439 
|Independence Center, Independence, MO       |  | 0       |  | 5,539                 |  | 45,822                                     |  | 2                                                 |  | 18,642  |  | 5,541 
|Ingram Park Mall, San Antonio, TX           |  | 84,065  |  | 764                   |  | 17,163                                     |  | 169                                               |  | 15,395  |  | 933   
|Irving Mall, Irving, TX                     |  | 0       |  | 6,737                 |  | 17,479                                     |  | 2,533                                             |  | 25,621  |  | 9,270 
|Jefferson Valley Mall, Yorktown Heights, NY |  | 60,000  |  | 4,868                 |  | 30,304                                     |  | 0                                                 |  | 7,222   |  | 4,868 
|Knoxville Center, Knoxville, TN             |  | 63,659  |  | 5,006                 |  | 21,965                                     |  | 3,712                                             |  | 34,792  |  | 8,718 
|Lakeline Mall, N. Austin, TX                |  | 70,503  |  | 12,122                |  | 81,568                                     |  | 14                                                |  | 777     |  | 12,136
|La Plaza, McAllen, TX                       |  | 0       |  | 1,375                 |  | 9,828                                      |  | 6,569                                             |  | 30,121  |  | 7,944 
|Lafayette Square, Indianapolis, IN          |  | 0       |  | 14,251                |  | 54,589                                     |  | 0                                                 |  | 11,044  |  | 14,251
|Laguna Hills Mall, Laguna Hills, CA         |  | 0       |  | 28,074                |  | 55,689                                     |  | 0                                                 |  | 4,293   |  | 28,074
|Lenox Square, Atlanta, GA                   |  | 0       |  | 38,213                |  | 492,411                                    |  | 0                                                 |  | 3,913   |  | 38,213
|Lima Mall, Lima, OH                         |  | 0       |  | 7,910                 |  | 35,495                                     |  | 0                                                 |  | 6,307   |  | 7,910 
|Lincolnwood Town Center, Lincolnwood, IL    |  | 0       |  | 9,368                 |  | 63,490                                     |  | 28                                                |  | 186     |  | 9,396 
|Livingston Mall, Livingston, NJ             |  | 0       |  | 30,200                |  | 105,250                                    |  | 0                                                 |  | 5,147   |  | 30,200
|Longview Mall, Longview, TX                 |  | 27,600  |  | 270                   |  | 3,602                                      |  | 124                                               |  | 7,390   |  | 394   
|Machesney Park Mall, Rockford, IL           |  | 0       |  | 614                   |  | 3,438                                      |  | 120                                               |  | 4,249   |  | 734   
|Markland Mall, Kokomo, IN                   |  | 9,835   |  | 0                     |  | 7,568                                      |  | 0                                                 |  | 5,198   |  | 0     
|Mc Cain Mall, N. Little Rock, AR            |  | 42,100  |  | 0                     |  | 9,515                                      |  | 0                                                 |  | 8,615   |  | 0     
|Melbourne Square, Melbourne, FL             |  | 37,816  |  | 15,762                |  | 55,891                                     |  | 0                                                 |  | 5,840   |  | 15,762
|Memorial Mall, Sheboygan, WI                |  | 0       |  | 175                   |  | 4,881                                      |  | 0                                                 |  | 2,760   |  | 175   
|Menlo Park Mall, Edison, NJ                 |  | 0       |  | 65,684                |  | 223,252                                    |  | 0                                                 |  | 7,748   |  | 65,684
|Miami International Mall, Miami, FL         |  | 44,669  |  | 13,794                |  | 69,701                                     |  | 8,953                                             |  | 14,145  |  | 22,747
|Midland Park Mall, Midland, TX              |  | 38,808  |  | 687                   |  | 9,213                                      |  | 0                                                 |  | 8,708   |  | 687   
|Miller Hill Mall, Duluth, MN                |  | 0       |  | 2,537                 |  | 18,113                                     |  | 0                                                 |  | 19,401  |  | 2,537 
|Mission Viejo Mall, Mission Viejo, CA       |  | 148,073 |  | 9,139                 |  | 54,445                                     |  | 7,491                                             |  | 145,053 |  | 16,630
|Mounds Mall, Anderson, IN                   |  | 0       |  | 0                     |  | 2,689                                      |  | 0                                                 |  | 2,213   |  | 0     
|Muncie Mall, Muncie, IN                     |  | 0       |  | 172                   |  | 5,964                                      |  | 52                                                |  | 22,536  |  | 224   
|Nanuet Mall, Nanuet, NY                     |  | 0       |  | 27,548                |  | 162,993                                    |  | 0                                                 |  | 1,527   |  | 27,548
|North East Mall, Hurst, TX                  |  | 149,007 |  | 1,347                 |  | 13,473                                     |  | 16,683                                            |  | 146,146 |  | 18,030
|North Towne Square, Toledo, OH              |  | 23,113  |  | 579                   |  | 8,377                                      |  | 0                                                 |  | 1,877   |  | 579   
|Northgate Mall, Seattle, WA                 |  | 0       |  | 32,550                |  | 115,314                                    |  | 0                                                 |  | 22,365  |  | 32,550
|Northlake Mall, Atlanta, GA                 |  | 73,438  |  | 33,400                |  | 98,035                                     |  | 0                                                 |  | 1,205   |  | 33,400
|Northwoods Mall, Peoria, IL                 |  | 0       |  | 1,203                 |  | 12,779                                     |  | 1,449                                             |  | 28,419  |  | 2,652 
|Oak Court Mall, Memphis, TN                 |  | 0       |  | 15,673                |  | 57,304                                     |  | 0                                                 |  | 3,324   |  | 15,673
|Orange Park Mall, Jacksonville, FL          |  | 0       |  | 13,345                |  | 65,121                                     |  | 0                                                 |  | 16,829  |  | 13,345
|Orland Square, Orland Park, IL              |  | 0       |  | 36,770                |  | 129,906                                    |  | 0                                                 |  | 8,066   |  | 36,770

88

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SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(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                        |  | 28,455  |  | 11,198                |  | 39,712                                     |  | 0                                                 |  | 5,981  |  | 11,198 
|Palm Beach Mall, West Palm Beach, FL           |  | 47,058  |  | 11,962                |  | 112,741                                    |  | 0                                                 |  | 35,288 |  | 11,962 
|Phipps Plaza, Atlanta, GA                      |  | 0       |  | 19,200                |  | 210,610                                    |  | 0                                                 |  | 4,365  |  | 19,200 
|Port Charlotte Town Center, Port Charlotte, FL |  | 53,250  |  | 5,561                 |  | 59,381                                     |  | 0                                                 |  | 10,438 |  | 5,561  
|Prien Lake Mall, Lake Charles, LA              |  | 0       |  | 1,842                 |  | 2,813                                      |  | 3,091                                             |  | 35,288 |  | 4,933  
|Raleigh Springs Mall, Memphis, TN              |  | 11,000  |  | 9,137                 |  | 28,604                                     |  | 0                                                 |  | 12,520 |  | 9,137  
|Randall Park Mall, Cleveland, OH               |  | 40,000  |  | 4,200                 |  | 27,756                                     |  | 0                                                 |  | 18,022 |  | 4,200  
|Richardson Square, Dallas, TX                  |  | 0       |  | 4,867                 |  | 6,329                                      |  | 1,075                                             |  | 12,066 |  | 5,942  
|Richmond Towne Square, Cleveland, OH           |  | 58,646  |  | 2,666                 |  | 12,112                                     |  | 0                                                 |  | 60,610 |  | 2,666  
|Richmond Square, Richmond, IN                  |  | 0       |  | 3,410                 |  | 11,343                                     |  | 0                                                 |  | 9,567  |  | 3,410  
|River Oaks Center, Calumet City, IL            |  | 0       |  | 30,884                |  | 101,224                                    |  | 0                                                 |  | 5,184  |  | 30,884 
|Rockaway Townsquare, Rockaway, NJ              |  | 0       |  | 49,186                |  | 212,257                                    |  | 0                                                 |  | 5,144  |  | 49,186 
|Rolling Oaks Mall, North San Antonio, TX       |  | 0       |  | 2,577                 |  | 38,609                                     |  | 0                                                 |  | 2,091  |  | 2,577  
|Roosevelt Field, Garden City, NY               |  | 0       |  | 165,006               |  | 702,008                                    |  | 2,117                                             |  | 7,595  |  | 167,123
|Ross Park Mall, Pittsburgh, PA                 |  | 0       |  | 14,557                |  | 50,995                                     |  | 9,617                                             |  | 63,062 |  | 24,174 
|Santa Rosa Plaza, Santa Rosa, CA               |  | 0       |  | 10,400                |  | 87,864                                     |  | 0                                                 |  | 2,821  |  | 10,400 
|South Hills Village, Pittsburgh, PA            |  | 0       |  | 23,453                |  | 125,840                                    |  | 0                                                 |  | 3,907  |  | 23,453 
|South Park Mall, Shreveport, LA                |  | 25,572  |  | 855                   |  | 13,684                                     |  | 74                                                |  | 2,407  |  | 929    
|South Shore Plaza, Braintree, MA               |  | 0       |  | 101,200               |  | 301,495                                    |  | 0                                                 |  | 4,614  |  | 101,200
|Southern Park Mall, Youngstown, OH             |  | 0       |  | 16,982                |  | 77,767                                     |  | 97                                                |  | 17,317 |  | 17,079 
|Southgate Mall, Yuma, AZ                       |  | 0       |  | 1,817                 |  | 7,974                                      |  | 0                                                 |  | 3,498  |  | 1,817  
|St Charles Towne Center Waldorf, MD            |  | 0       |  | 8,853                 |  | 52,974                                     |  | 1,180                                             |  | 11,842 |  | 10,033 
|Summit Mall, Akron, OH                         |  | 0       |  | 15,374                |  | 51,137                                     |  | 0                                                 |  | 14,926 |  | 15,374 
|Sunland Park Mall, El Paso, TX                 |  | 38,258  |  | 2,896                 |  | 28,900                                     |  | 0                                                 |  | 4,044  |  | 2,896  
|Tacoma Mall, Tacoma, WA                        |  | 134,778 |  | 38,662                |  | 125,826                                    |  | 0                                                 |  | 18,731 |  | 38,662 
|Tippecanoe Mall, Lafayette, IN                 |  | 59,214  |  | 4,187                 |  | 8,474                                      |  | 5,517                                             |  | 35,027 |  | 9,704  
|Town Center at Boca Raton Boca Raton, FL       |  | 0       |  | 64,200                |  | 307,511                                    |  | 0                                                 |  | 57,125 |  | 64,200 
|Towne East Square, Wichita, KS                 |  | 76,354  |  | 9,495                 |  | 18,479                                     |  | 2,042                                             |  | 18,246 |  | 11,537 
|Towne West Square, Wichita, KS                 |  | 55,028  |  | 972                   |  | 21,203                                     |  | 76                                                |  | 7,725  |  | 1,048  
|Treasure Coast Square, Jenson Beach, FL        |  | 62,441  |  | 11,124                |  | 73,108                                     |  | 3,067                                             |  | 16,060 |  | 14,191 
|Tyrone Square, St. Petersburg, FL              |  | 0       |  | 15,638                |  | 120,962                                    |  | 0                                                 |  | 13,894 |  | 15,638 
|University Mall, Little Rock, AR               |  | 0       |  | 123                   |  | 17,411                                     |  | 0                                                 |  | 1,000  |  | 123    
|University Mall, Pensacola, FL                 |  | 0       |  | 4,741                 |  | 26,657                                     |  | 0                                                 |  | 4,387  |  | 4,741  
|University Park Mall, South Bend, IN           |  | 59,500  |  | 15,105                |  | 61,283                                     |  | 0                                                 |  | 13,143 |  | 15,105 
|Upper Valley Mall, Springfield, OH             |  | 30,940  |  | 8,421                 |  | 38,745                                     |  | 0                                                 |  | 2,784  |  | 8,421  
|Valle Vista Mall, Harlingen, TX                |  | 40,463  |  | 1,398                 |  | 17,159                                     |  | 372                                               |  | 8,937  |  | 1,770  
|Virginia Center Commons, Richmond, VA          |  | 0       |  | 9,764                 |  | 50,547                                     |  | 4,149                                             |  | 6,145  |  | 13,913 
|Walt Whitman Mall, Huntington Station, NY      |  | 0       |  | 51,700                |  | 111,170                                    |  | 3,789                                             |  | 28,671 |  | 55,489 
|Washington Square, Indianapolis, IN            |  | 33,541  |  | 20,146                |  | 41,248                                     |  | 0                                                 |  | 8,540  |  | 20,146 

89

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SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                            |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition |  | Gross Amounts At Which Carried At Close of Period |  |        |  |       
|------------------------------------------- |  | ------ |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------ |  | ------
|
|West Ridge Mall, Topeka, KS                 |  | 44,288 |  | 5,649                 |  | 34,132                                     |  | 197                                               |  | 6,536  |  | 5,846 
|Westminster Mall, Westminster, CA           |  | 0      |  | 45,200                |  | 84,709                                     |  | 0                                                 |  | 9,281  |  | 45,200
|White Oaks Mall, Springfield, IL            |  | 16,500 |  | 3,024                 |  | 35,692                                     |  | 1,153                                             |  | 16,010 |  | 4,177 
|Windsor Park Mall, San Antonio, TX          |  | 12,179 |  | 1,082                 |  | 16,929                                     |  | 130                                               |  | 3,047  |  | 1,212 
|Woodville Mall, Toledo, OH                  |  | 0      |  | 1,831                 |  | 4,254                                      |  | 0                                                 |  | 1,033  |  | 1,831 
|Community Shopping Centers                  |  |        |  |                       |  |                                            |  |                                                   |  |        |  |       
|Arboretum, The, Austin, TX                  |  | 34,000 |  | 7,640                 |  | 36,778                                     |  | 71                                                |  | 3,585  |  | 7,711 
|Bloomingdale Court, Bloomingdale, IL        |  | 29,333 |  | 8,748                 |  | 26,184                                     |  | 0                                                 |  | 4,776  |  | 8,748 
|Boardman Plaza, Youngstown, OH              |  | 18,277 |  | 8,189                 |  | 26,355                                     |  | 0                                                 |  | 4,694  |  | 8,189 
|Bridgeview Court, Bridgeview, IL            |  | 0      |  | 290                   |  | 3,638                                      |  | 0                                                 |  | 809    |  | 290   
|Brightwood Plaza, Indianapolis, IN          |  | 0      |  | 65                    |  | 128                                        |  | 0                                                 |  | 273    |  | 65    
|Celina Plaza, El Paso, TX                   |  | 0      |  | 138                   |  | 815                                        |  | 0                                                 |  | 99     |  | 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                                                 |  | 109    |  | 5,352 
|Countryside Plaza, Countryside, IL          |  | 0      |  | 1,243                 |  | 8,507                                      |  | 0                                                 |  | 751    |  | 1,243 
|Eastgate Consumer Mall, Indianapolis, IN    |  | 0      |  | 418                   |  | 4,222                                      |  | 190                                               |  | 2,663  |  | 608   
|Eastland Plaza, Tulsa, OK                   |  | 0      |  | 908                   |  | 3,680                                      |  | 0                                                 |  | 47     |  | 908   
|Forest Plaza, Rockford, IL                  |  | 16,088 |  | 4,187                 |  | 16,818                                     |  | 453                                               |  | 1,454  |  | 4,640 
|Fox River Plaza, Elgin, IL                  |  | 0      |  | 2,908                 |  | 4,042                                      |  | 0                                                 |  | 106    |  | 2,908 
|Glen Burnie Mall, Glen Burnie, MD           |  | 0      |  | 7,422                 |  | 13,778                                     |  | 0                                                 |  | 2,912  |  | 7,422 
|Great Lakes Plaza, Cleveland, OH            |  | 0      |  | 1,028                 |  | 2,025                                      |  | 0                                                 |  | 3,596  |  | 1,028 
|Greenwood Plus, Greenwood, IN               |  | 0      |  | 1,212                 |  | 1,792                                      |  | 0                                                 |  | 3,777  |  | 1,212 
|Griffith Park Plaza, Griffith, IN           |  | 0      |  | 0                     |  | 2,412                                      |  | 0                                                 |  | 186    |  | 0     
|Grove at Lakeland Square, The, Lakeland, FL |  | 3,750  |  | 5,237                 |  | 6,016                                      |  | 0                                                 |  | 1,025  |  | 5,237 
|Highland Lakes Center, Orlando, FL          |  | 12,877 |  | 7,138                 |  | 25,303                                     |  | 0                                                 |  | 479    |  | 7,138 
|Ingram Plaza, San Antonio, TX               |  | 0      |  | 421                   |  | 1,802                                      |  | 4                                                 |  | 21     |  | 425   
|Keystone Shoppes, Indianapolis, IN          |  | 0      |  | 0                     |  | 4,232                                      |  | 0                                                 |  | 843    |  | 0     
|Knoxville Commons, Knoxville, TN            |  | 0      |  | 3,731                 |  | 5,345                                      |  | 0                                                 |  | 1,787  |  | 3,731 
|Lake Plaza, Waukegan, IL                    |  | 0      |  | 2,703                 |  | 6,420                                      |  | 0                                                 |  | 480    |  | 2,703 
|Lake View Plaza, Orland Park, IL            |  | 21,386 |  | 4,775                 |  | 17,543                                     |  | 0                                                 |  | 6,833  |  | 4,775 
|Lakeline Plaza, Austin, TX                  |  | 23,447 |  | 4,867                 |  | 25,732                                     |  | 0                                                 |  | 6,594  |  | 4,867 
|Lima Center, Lima, OH                       |  | 0      |  | 1,808                 |  | 5,151                                      |  | 0                                                 |  | 4,026  |  | 1,808 
|Lincoln Crossing, O'Fallon, IL              |  | 3,239  |  | 1,047                 |  | 2,692                                      |  | 0                                                 |  | 259    |  | 1,047 
|Mainland Crossing, Galveston, TX            |  | 1,603  |  | 1,609                 |  | 1,737                                      |  | 0                                                 |  | 214    |  | 1,609 
|Markland Plaza, Kokomo, IN                  |  | 0      |  | 210                   |  | 1,258                                      |  | 0                                                 |  | 546    |  | 210   
|Martinsville Plaza, Martinsville, VA        |  | 0      |  | 0                     |  | 584                                        |  | 0                                                 |  | 50     |  | 0     
|Matteson Plaza, Matteson, IL                |  | 9,418  |  | 1,830                 |  | 9,737                                      |  | 0                                                 |  | 2,185  |  | 1,830 
|Memorial Plaza, Sheboygan, WI               |  | 0      |  | 250                   |  | 436                                        |  | 0                                                 |  | 1,109  |  | 250   
|Mounds Mall Cinema, Anderson, IN            |  | 0      |  | 88                    |  | 158                                        |  | 0                                                 |  | 1      |  | 88    
|Muncie Plaza, Muncie, IN                    |  | 8,142  |  | 463                   |  | 10,626                                     |  | 0                                                 |  | 96     |  | 463   
|New Castle Plaza, New Castle, IN            |  | 0      |  | 128                   |  | 1,621                                      |  | 0                                                 |  | 1,286  |  | 128   

90

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SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                              |  |   |           | Initial Cost (Note 3) |   | Cost Capitalized Subsequent to Acquisition |  | Gross Amounts At Which Carried At Close of Period |           |  |   |        
|--------------------------------------------- |  | - | --------- | --------------------- | - | ------------------------------------------ |  | ------------------------------------------------- | --------- |  | - | -------
|
|North Ridge Plaza, Joliet, IL                 |  |   | 0         |                       |   | 2,831                                      |  |                                                   | 7,699     |  |   | 0      
|North Riverside Park Plaza, N. Riverside, IL  |  |   | 7,041     |                       |   | 1,062                                      |  |                                                   | 2,490     |  |   | 0      
|Northland Plaza, Columbus, OH                 |  |   | 0         |                       |   | 4,490                                      |  |                                                   | 8,893     |  |   | 0      
|Northwood Plaza, Fort Wayne, IN               |  |   | 0         |                       |   | 284                                        |  |                                                   | 2,885     |  |   | 0      
|Park Plaza, Hopkinsville, KY                  |  |   | 0         |                       |   | 300                                        |  |                                                   | 1,572     |  |   | 0      
|Regency Plaza, St. Charles, MO                |  |   | 4,414     |                       |   | 616                                        |  |                                                   | 4,963     |  |   | 0      
|Rockaway Convenience Center Rockaway, NJ      |  |   | 0         |                       |   | 2,900                                      |  |                                                   | 12,500    |  |   | 0      
|Shops at North East Plaza, The, Hurst, TX     |  |   | 0         |                       |   | 8,988                                      |  |                                                   | 2,198     |  |   | 3,955  
|St. Charles Towne Plaza, Waldorf, MD          |  |   | 28,254    |                       |   | 8,779                                      |  |                                                   | 18,993    |  |   | 0      
|Teal Plaza, Lafayette, IN                     |  |   | 0         |                       |   | 99                                         |  |                                                   | 878       |  |   | 0      
|Terrace at The Florida Mall, Orlando, FL      |  |   | 4,688     |                       |   | 2,150                                      |  |                                                   | 7,623     |  |   | 0      
|The Shops at Bowie                            |  |   | 0         |                       |   | 0                                          |  |                                                   | 0         |  |   | 231    
|Tippecanoe Plaza, Lafayette, IN               |  |   | 0         |                       |   | 265                                        |  |                                                   | 440       |  |   | 305    
|University Center, South Bend, 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                  |  |   | 66,689    |                       |   | 0                                          |  |                                                   | 1,114     |  |   | 9,326  
|West Ridge Plaza, Topeka, KS                  |  |   | 5,690     |                       |   | 1,491                                      |  |                                                   | 4,560     |  |   | 0      
|White Oaks Plaza, Springfield, IL             |  |   | 17,365    |                       |   | 3,265                                      |  |                                                   | 14,267    |  |   | 0      
|Wichita Mall, Wichita, KS                     |  |   | 0         |                       |   | 0                                          |  |                                                   | 4,535     |  |   | 0      
|Wood Plaza, Fort Dodge, IA                    |  |   | 0         |                       |   | 45                                         |  |                                                   | 380       |  |   | 0      
|Specialty Retail Centers                      |  |   |           |                       |   |                                            |  |                                                   |           |  |   |        
|The Forum Shops at Caesars, Las Vegas, NV     |  |   | 175,000   |                       |   | 0                                          |  |                                                   | 72,866    |  |   | 0      
|Trolley Square, Salt Lake City, UT            |  |   | 29,522    |                       |   | 4,827                                      |  |                                                   | 27,539    |  |   | 435    
|Office, Mixed-Use Properties and Other        |  |   |           |                       |   |                                            |  |                                                   |           |  |   |        
|Net Lease Properties, Various                 |  |   | 133       |                       |   | 4,952                                      |  |                                                   | 0         |  |   | 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    |  |   | 1      
|Riverway, Rosemont, IL                        |  |   | 110,000   |                       |   | 8,739                                      |  |                                                   | 129,175   |  |   | 16     
|Development Projects                          |  |   |           |                       |   |                                            |  |                                                   |           |  |   |        
|Other                                         |  |   | 0         |                       |   | 790                                        |  |                                                   | 1,771     |  |   | 12,003 
|Corporate, Indianapolis, IN                   |  |   | 0         |                       |   | 2,865                                      |  |                                                   | 2,585     |  |   | 280    
|                                              |  |   |           |                       |   |                                            |  |                                                   |           |  |   |        
|                                              |  | $ | 3,344,093 |                       | $ | 1,829,052                                  |  | $                                                 | 8,856,680 |  | $ | 131,571
|                                              |  |   |           |                       |   |                                            |  |                                                   |           |  |   |        

91

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SIMON PROPERTY GROUP, L.P.    NOTES TO SCHEDULE III AS OF DECEMBER 31, 2001(Dollars in thousands)

(1)          Reconciliation
of Real Estate Properties:

The
changes in real estate assets for the years ended December 31, 2001, 2000, and 1999 are as follows:

|                           |                                 | 2001 |            | 2000    |   | 1999       |         
|-------------------------- | ------------------------------- | ---- | ---------- | ------- | - | ---------- | --------
|Balance, beginning of year |                                 | $    | 12,793,847 |         | $ | 12,566,070 |         
|                           | Acquisitions and Consolidations |      |            |        |   |            |        
|                           | Improvements                    |      |            | 237,525 |   |            | 343,239 
|                           | Disposals                       |      |            | (51,406 | ) |            | (104,890
|                           | Impairment Charge               |      |            | (47,000 | ) |            | (10,572 
|                           |                                 |      |            |         |   |            |         
|Balance, close of year     |                                 | $    | 12,932,966 |         | $ | 12,793,847 |         
|                           |                                 |      |            |         |   |            |         

The
unaudited aggregate cost for the SPG Operating Partnership for federal income tax purposes as of December 31, 2001 was $9,105,384. The impairment write-down is
described in Note 4 of the Notes to Financial Statements in Part IV of this Form 10-K.

(2)          Reconciliation
of Accumulated Depreciation:

The
changes in accumulated depreciation and amortization for the years ended December 31, 2001, 2000, and 1999 are as follows:

|                           |                                 | 2001 |           | 2000    |   | 1999      |        
|-------------------------- | ------------------------------- | ---- | --------- | ------- | - | --------- | -------
|Balance, beginning of year |                                 | $    | 1,433,673 |         | $ | 1,066,200 |        
|                           | Acquisitions and Consolidations |      |           |        |   |           |       
|                           | Depreciation expense            |      |           | 415,950 |   |           | 392,330
|                           | Disposals                       |      |           | (35,828 | ) |           | (24,857
|                           |                                 |      |           |         |   |           |        
|Balance, close of year     |                                 | $    | 1,813,795 |         | $ | 1,433,673 |        
|                           |                                 |      |           |         |   |           |        

Depreciation
of the SPG 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:



(3)          Initial
cost represents net book value at December 20, 1993 except for acquired properties. Impairment write-downs are a reduction to initial cost.

(4)          Not
developed/constructed by the SPG Operating Partnership or its predecessors. The date of construction represents acquisition date.

92

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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                                                                                                                                                                               |  |     
| | 2.2      |  | Form of Purchase Agreement 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                                                                         |  |     
| | 3.1      |  | Seventh Amended and Restated Limited Partnership Agreement of the SPG Operating Partnership (Incorporated by reference to Exhibit 3.1 of its Annual Report on Form 10-K for 2001 Filed by the SPG Operating
Partnership).                                                                                     |  |     
| | 3.2      |  | Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Units, $0.0001 Par Value (incorporated by reference to Exhibit 3.1 of the Form 10-Q filed
by the SPG Operating Partnership on November 15, 1999).                                          |  |     
| | 3.3      |  | Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Units, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of the Form 10-Q filed by
the SPG Operating Partnership on November 15, 1999).                                           |  |     
| | 3.4      |  | Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series E Cumulative Redeemable Preferred Units, $0.0001 Par Value (incorporated by reference to Exhibit 3.3 of the Form 10-Q filed by
the SPG Operating Partnership on November 15, 1999).                                           |  |     
| | 4.1(a)   |  | Indenture, dated as of November 26, 1996, by and among the SPG 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 SPG 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     |  | Third Amended and Restated Credit Agreement Dated as of August 25, 1999 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed by the SPG Operating Partnership on November 15,
1999).                                                                                                             |  |     
| | 10.2     |  | Credit Agreement dated March 24, 2000 (incorporated by reference to Exhibit 4.1 of the Form 10-Q filed by the SPG Operating Partnership on November 14, 2000).                                                                                                                                                |  |     
| | 10.3     |  | Credit Agreement dated September 22, 2000 (incorporated by reference to Exhibit 4.2 of the Form 10-Q filed by the SPG Operating Partnership on November 14, 2000).                                                                                                                                            |  |     
| | 10.4     |  | Limited Partnership Agreement of SPG Realty Consultants, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K filed by the Companies on October 9, 1998).                                                                                                                                           |  |     
| | 10.5(b)  |  | The SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).                                                                                                                                     |  |     
| | 10.6(c)  |  | Option Agreement to acquire the Excluded Retail Properties (Previously filed as Exhibit 10.10).                                                                                                                                                                                                               |  |     
| | 10.7(c)  |  | Option Agreement to acquire the Excluded Properties-Land (Previously filed as Exhibit 10.11).                                                                                                                                                                                                                 |  |     

93

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| | 10.8(c)  |  | Option Agreements dated as of December 1, 1993 between the Management Company and Simon Property Group LP. (Previously filed as Exhibit 10.20.)                                               |  |   
| | -------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
| | 10.9(c)  |  | Option Agreement dated as of December 1, 1993 to acquire Development Land. (Previously filed as Exhibit 10.22.)                                                                               |  |   
| | 10.10(c) |  | Option Agreement dated December 1, 1993 between the Management Company and Simon Property Group L.P. (Previously filed as Exhibit 10.25.)                                                     |  |   
| | 10.11    |  | 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).) |  |   
| | 10.12    |  | 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).)                     |  |   
| | 10.13    |  | Limited Partnership Agreement of SDG Macerich Properties, L.P. (Incorporated by reference to Exhibit 10.63 of SDG's 1997 Form 10-K).                                                          |  |   
| | 10.14    |  | Credit Agreement dated February 28, 2002                                                                                                                                                      |  |   
| | 21.1     |  | List of Subsidiaries of the SPG Operating Partnership.                                                                                                                                        |  | 95
| | 23.1     |  | Consent of Arthur Andersen LLP.                                                                                                                                                               |  | 96
| | 99.1     |  | Letter regarding Arthur Andersen LLP assurances as to certain audit-related matters                                                                                                           |  | 97

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