UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|ý                                           |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------- |  | ------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2003

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

|Delaware(State of incorporation or organization)                                                                                   |  | 333-11491(Commission File No.) |  | 34-1755769(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ |  | ----------------------------------------------
|National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204(Address of principal executive offices)
|(317) 636-1600(Registrant's telephone number, including area code)                                                                
|Securities registered pursuant to Section 12(b) of the Act: None                                                                  
|Securities registered pursuant to Section 12(g) of the Act: None                                                                  

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

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

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

Registrant had no publicly-traded voting equity as of June 30, 2003.

Registrant
has no common stock outstanding.

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Documents Incorporated By Reference

Portions of Simon Property Group, Inc.'s Proxy Statement in connection with its 2004 Annual Meeting of 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, 2003

TABLE OF CONTENTS

|Item No.   |  |                                                                                       |  | Page No.
|---------- |  | ------------------------------------------------------------------------------------- |  | --------
|Part I    
|1.         |  | Business                                                                              |  | 3       
|2.         |  | Properties                                                                            |  | 11      
|3.         |  | Legal Proceedings                                                                     |  | 37      
|4.         |  | Submission of Matters to a Vote of Security Holders                                   |  | 37      
|Part II   
|5.         |  | Market for the Registrant and Related Unitholder Matters                              |  | 38      
|6.         |  | Selected Financial Data                                                               |  | 39      
|7.         |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 40      
|7A.        |  | Quantitative and Qualitative Disclosure About Market Risk                             |  | 55      
|8.         |  | Financial Statements and Supplementary Data                                           |  | 55      
|9.         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 55      
|9a.        |  | Controls and Procedures                                                               |  | 56      
|Part III  
|10.        |  | Directors and Executive Officers of the Registrant                                    |  | 57      
|11.        |  | Executive Compensation                                                                |  | 57      
|12.        |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 57      
|13.        |  | Certain Relationships and Related Transactions                                        |  | 57      
|14.        |  | Principal Accounting Fees and Services                                                |  | 57      
|Part IV   
|15.        |  | Exhibits, Financial Statements, Schedules and Reports on Form 8-K                     |  | 58      
|Signatures |  | 97                                                                                   

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Part I

Item 1. Business



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

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls and community shopping centers. As of December 31, 2003, we owned or held an interest in 245 income-producing properties in North America, which consisted of 174 regional
malls, 67 community shopping centers, and four office and mixed-use properties in 37 states and Canada (collectively, the "Properties", and individually, a "Property").
Mixed-use properties are properties that include a combination of retail space, office space, and/or hotel components. In addition, we also own interests in three parcels of land held for
future development (together with the Properties, the "Portfolio"). Finally, we have ownership interests in 47 assets in Europe (France, Italy, Poland and Portugal).



Mergers and acquisitions have been a significant component of the growth and development of our business. In 2003, we completed a series of acquisitions that
added to our overall portfolio:

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



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

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

During
2003, we sold 13 non-core Properties, consisting of seven regional malls, five community centers and one mixed-use property. The Properties and their
dates of sale were:

Operating Policies and Strategies

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



Our primary business objectives are to increase Funds From Operations ("FFO") per share, operating results and the value of our Properties while maintaining a
stable balance sheet consistent with our financing policies. We intend to achieve these objectives by:

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

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

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

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

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necessary
for Simon Property's REIT qualification under the Code. These REIT limitations mean that we cannot make an investment that would cause Simon Property's real estate assets to be less than 75%
of its total assets. In addition, Simon Property must derive at least 75% of its gross income from "rents from real estate" and at least 95% must be derived from rents from real estate, interest,
dividends and gains from the sale or disposition of stock or securities.

Subject
to these REIT limitations, we and Simon Property may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an
investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We
may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment
policies. We do not intend to invest in securities of other issuers for the purpose of exercising control other than certain wholly-owned subsidiaries and to acquire interests in real estate. We do
not intend that our investments in securities will require us to register as an "investment company" under the Investment Company Act of 1940, as amended. We intend to divest securities before any
such registration would be required.



We must comply with the covenant restrictions of debt agreements that limit our ratio of debt to total market valuation. For example, our lines of credit and the
indentures for our debt securities contain covenants that restrict the total amount of debt to 60% of adjusted total assets, as defined, and secured debt to 55% of adjusted total assets. In addition,
these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain
acceptable ratings for Simon Property's equity securities and our debt securities.

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

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

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

We
also may determine to finance acquisitions through the following:

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

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

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



We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. In 2003, Simon Property adopted governance
principles governing its affairs and the Simon Property Board of Directors, as well as written charters for each of the standing Committees of the Simon Property Board of Directors. In addition, in
2003, the Simon Property Board of Directors adopted a Code of Business Conduct and Ethics which apply to all of its officers, directors, and employees. At least a majority of the members of the Simon
Property Board of Directors must qualify as independent under the listing standards for New York Stock Exchange companies and cannot be affiliated with the Simon and DeBartolo families. Any
transaction between us and the Simons or the DeBartolos, including property acquisitions, service and property management agreements and retail space leases, must be approved by a majority of
non-affiliated directors.

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



We do not intend to make investments other than as previously described. We intend to make investments in such a manner as to be consistent with the REIT
requirements of the Code applicable to Simon Property, unless the Simon Property Board of Directors determines that it is no longer in Simon Property's best interests to qualify as a REIT. The Simon
Property Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer units or other securities in exchange for
property. We also have authority to repurchase or otherwise reacquire our units or any other securities. We may engage in such activities in the future. We have not made loans to other entities or
persons, including our officers and directors. It is now our policy to not make any loans to our directors and executive officers for any purpose and all loans previously made to current executive
officers have been repaid in full. We may in the future make loans to the Management Company and to joint ventures in which we participate. We do not intend to engage in the following:

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

Leasing.We pursue a leasing strategy that includes:

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

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

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

Other Revenues.Due to our size, tenant and vendor relationships, we also generate revenues from other sources,
including:

We
also generate other revenues through the sale of land adjacent to our Properties commonly referred to as "outlots" or "outparcels." We create value in these outparcels through the
operating performance of our Properties and replenish the inventory of these parcels by the development of new Properties and the redevelopment of existing or acquired Properties.

International Expansion.Our investments in Europe are currently conducted through two joint ventures, GCI and
European Retail
Enterprises, B.V. ("ERE"). We do not derive any significant consolidated revenues from European activities since our investments are held through joint ventures and therefore are accounted for
under the equity method as defined by accounting policies generally accepted in the United States.

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We
believe that the expertise we have gained through the development, leasing, management, and marketing of our domestic Properties can be utilized in retail properties abroad. We may
pursue additional international opportunities to enhance shareholder value under the right circumstances. There are risks inherent in international operations that may be beyond our control. These
include the following risks that may have a negative impact on our results of operations:



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

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

Our
size has allowed us to reduce dependence upon individual retail tenants. More than 3,800 different retailers occupy more than 20,800 stores in our Properties and no retail tenant
represents more than 4.6% of our Properties' total minimum rents.



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

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.

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

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

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



During the past three years, we have:

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At February 9, 2004 we and our affiliates employed approximately 4,030 persons at various properties and offices throughout the United States, of
which approximately 1,590 were part-time. Approximately 860 of these employees were located at our corporate headquarters.



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



The following table sets forth certain information with respect to the executive officers of Simon Property, the general partner of the Operating Partnership, as
of December 31, 2003.

|Name                |  | Age |  | Position                                                                 
|------------------- |  | --- |  | -------------------------------------------------------------------------
|Melvin Simon (1)    |  | 77  |  | Co-Chairman                                                              
|Herbert Simon (1)   |  | 69  |  | Co-Chairman                                                              
|David Simon (1)     |  | 42  |  | Chief Executive Officer                                                  
|Richard S. Sokolov  |  | 54  |  | President and Chief Operating Officer                                    
|Hans C. Mautner     |  | 66  |  | Chairman, Simon Global Limited and President, International Division     
|Gary L. Lewis       |  | 45  |  | Executive Vice President  Leasing                                       
|Stephen E. Sterrett |  | 48  |  | Executive Vice President and Chief Financial Officer                     
|J. Scott Mumphrey   |  | 52  |  | Executive Vice President  Property Management                           
|John Rulli          |  | 47  |  | Executive Vice President  Chief Operating Officer  Operating Properties
|James M. Barkley    |  | 52  |  | General Counsel; Secretary                                               
|Andrew A. Juster    |  | 51  |  | Senior Vice President and Treasurer                                      

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

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

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

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

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

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

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

Item 2. Properties



Our Properties primarily consist of regional malls and community shopping centers. Our Properties contain an aggregate of approximately 189.4 million
square feet of GLA, of which we own 108.0 million square feet ("Owned GLA"). Total estimated retail sales at the Properties in 2003 were approximately $40 billion.

Regional
malls generally contain two or more anchors and a wide variety of smaller stores ("Mall" stores) located in enclosed malls connecting the anchors. Additional stores
("Freestanding" stores) are usually located along the perimeter of the parking area. Our 174 regional malls range in size from approximately 200,000 to 2.9 million square feet of GLA, with all
but four regional malls over 400,000 square feet. Our regional malls contain in the aggregate more than 18,400 occupied stores, including over 700 anchors, which are mostly national
retailers.

Community
shopping centers are generally unenclosed and smaller than regional malls. Our 67 community shopping centers generally range in size from approximately 50,000 to
950,000 square feet of GLA. Community shopping centers generally are of three types. First, we own "power centers" that are designed to serve a larger trade area and contain at least two
anchors, and usually as many as 5 to 7, that are usually national retailers among the leaders in their markets and occupy more than 70% of the GLA in the center. Second, we own traditional community
centers that focus primarily on value-oriented and convenience goods and services. These centers are usually anchored by a supermarket, discount retailer, or drugstore and are designed to service a
neighborhood area. Finally, we also own open air centers adjacent to our regional malls designed to take advantage of the drawing power of the mall.

We
also own lifestyle centers that are included in regional malls, community centers, and properties under development. These centers are typically open air centers and contain at least
50,000 square feet of GLA of specialty retail regional mall type tenants as well as restaurants.

We
also have interests in four office and mixed-use Properties. The four office and mixed-use Properties range in size from approximately 496,000 to
1,214,000 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
following table provides data as of December 31, 2003:

Regional Malls

Community Centers

Office and Other% of total annualized base rent

91.3
%
5.6
%
3.1
%% of total GLA

89.0
%
9.4
%
1.6
%% of Owned GLA

85.5
%
11.7
%
2.8
%


As of December 31, 2003, approximately 92.4% of the Mall and Freestanding Owned GLA in regional malls and the retail space in the mixed-use
Properties was leased, and approximately 90.2% of Owned GLA in the community shopping centers was leased.

We
own 100% of 155 of our 245 Properties, control 14 Properties in which we have a joint venture interest, and hold the remaining 76 Properties through
unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 234 of our Properties. Substantially all of our joint venture Properties are subject
to rights of first refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in our joint
ventures may initiate these provisions at any time, which will result in either the use of available cash or borrowings to acquire their partnership interest or the disposal of our partnership
interest.

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                              |  |    |  |                          |  |                             |  |       |   |          |  |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ---------------------------- |  | -- |  | ------------------------ |  | --------------------------- |  | ----- | - | -------- |  | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|    |  | UNITED STATES
REGIONAL MALLS |  |    |  |                          |  |                             |  |       |   |          |  |               |  |       |   |                     |  |        
|1.  |  | Alton Square                 |  | IL |  | Alton (St. Louis)        |  | Fee                         |  | 100.0 | % |          |  | Acquired 1993 |  | 79.2  | % | 426,315             |  | 212,746
|2.  |  | Anderson Mall                |  | SC |  | Anderson                 |  | Fee                         |  | 100.0 | % |          |  | Built 1972    |  | 94.7  | % | 404,394             |  | 212,337
|3.  |  | Apple Blossom Mall           |  | VA |  | Winchester               |  | Fee                         |  | 49.1  | % | (4)      |  | Acquired 1999 |  | 90.8  | % | 229,011             |  | 214,414
|4.  |  | Arsenal Mall                 |  | MA |  | Watertown (Boston)       |  | Fee                         |  | 100.0 | % |          |  | Acquired 1999 |  | 77.3  | % | 191,395             |  | 310,476
|5.  |  | Atrium Mall                  |  | MA |  | Chestnut Hill (Boston)   |  | Fee                         |  | 49.1  | % | (4)      |  | Acquired 1999 |  | 97.7  | % | 0                   |  | 205,477
|6.  |  | Auburn Mall                  |  | MA |  | Auburn (Boston)          |  | Fee                         |  | 49.1  | % | (4)      |  | Acquired 1999 |  | 95.8  | % | 417,620             |  | 174,632
|7.  |  | Aurora Mall                  |  | CO |  | Aurora (Denver)          |  | Fee                         |  | 100.0 | % |          |  | Acquired 1998 |  | 76.2  | % | 566,015             |  | 448,381
|8.  |  | Aventura Mall (5)            |  | FL |  | Miami Beach              |  | Fee                         |  | 33.3  | % | (4)      |  | Built 1983    |  | 96.8  | % | 1,242,098           |  | 661,951
|9.  |  | Avenues, The                 |  | FL |  | Jacksonville             |  | Fee                         |  | 25.0  | % | (14)
(4) |  | Built 1990    |  | 95.7  | % | 754,956             |  | 362,343
|10. |  | Bangor Mall                  |  | ME |  | Bangor                   |  | Fee                         |  | 32.6  | % | (4)      |  | Acquired 2003 |  | 86.4  | % | 417,757             |  | 236,125
|11. |  | Barton Creek Square          |  | TX |  | Austin                   |  | Fee                         |  | 100.0 | % |          |  | Built 1981    |  | 97.5  | % | 922,266             |  | 507,248
|12. |  | Battlefield Mall             |  | MO |  | Springfield              |  | Fee and Ground Lease (2056) |  | 100.0 | % |          |  | Built 1970    |  | 96.9  | % | 770,111             |  | 405,857
|13. |  | Bay Park Square              |  | WI |  | Green Bay                |  | Fee                         |  | 100.0 | % |          |  | Built 1980    |  | 99.5  | % | 447,508             |  | 268,282
|14. |  | Biltmore Square              |  | NC |  | Asheville                |  | Fee                         |  | 100.0 | % |          |  | Built 1989    |  | 83.0  | % | 242,576             |  | 251,372
|15. |  | Bowie Town Center            |  | MD |  | Bowie (Washington, D.C.) |  | Fee                         |  | 100.0 | % |          |  | Built 2001    |  | 100.0 | % | 338,567             |  | 325,684
|16. |  | Boynton Beach Mall           |  | FL |  | Boynton Beach            |  | Fee                         |  | 100.0 | % |          |  | Built 1985    |  | 97.6  | % | 883,720             |  | 300,005
|17. |  | Brea Mall                    |  | CA |  | Brea                     |  | Fee                         |  | 100.0 | % |          |  | Acquired 1998 |  | 98.4  | % | 874,802             |  | 441,126

12

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                                |  |    |  |                                      |  |                                 |  |       |   |      |  |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ------------------------------ |  | -- |  | ------------------------------------ |  | ------------------------------- |  | ----- | - | ---- |  | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|18. |  | Broadway Square                |  | TX |  | Tyler                                |  | Fee                             |  | 100.0 | % |      |  | Acquired 1994 |  | 97.0  | % | 427,730             |  | 191,011
|19. |  | Brunswick Square               |  | NJ |  | East Brunswick (New York)            |  | Fee                             |  | 100.0 | % |      |  | Built 1973    |  | 93.9  | % | 467,626             |  | 305,355
|20. |  | Burlington Mall                |  | MA |  | Burlington (Boston)                  |  | Ground Lease (2048)             |  | 100.0 | % |      |  | Acquired 1998 |  | 99.8  | % | 836,236             |  | 417,847
|21. |  | Cape Cod Mall                  |  | MA |  | Hyannis                              |  | Ground Leases (7) (2009-2073)   |  | 49.1  | % | (4)  |  | Acquired 1999 |  | 100.0 | % | 420,199             |  | 303,574
|22. |  | Castleton Square               |  | IN |  | Indianapolis                         |  | Fee                             |  | 100.0 | % |      |  | Built 1972    |  | 97.2  | % | 1,105,913           |  | 366,272
|23. |  | Century III Mall               |  | PA |  | West Mifflin (Pittsburgh)            |  | Fee                             |  | 100.0 | % |      |  | Built 1979    |  | 88.2  | % | 773,439             |  | 507,556
|24. |  | Charlottesville Fashion Square |  | VA |  | Charlottesville                      |  | Ground Lease (2076)             |  | 100.0 | % |      |  | Acquired 1997 |  | 98.5  | % | 381,153             |  | 191,288
|25. |  | Chautauqua Mall                |  | NY |  | Lakewood                             |  | Fee                             |  | 100.0 | % |      |  | Built 1971    |  | 95.0  | % | 213,320             |  | 219,014
|26. |  | Cheltenham Square              |  | PA |  | Philadelphia                         |  | Fee                             |  | 100.0 | % |      |  | Built 1981    |  | 97.0  | % | 368,266             |  | 270,987
|27. |  | Chesapeake Square              |  | VA |  | Chesapeake                           |  | Fee and Ground Lease (2062)     |  | 75.0  | % | (13) |  | Built 1989    |  | 96.9  | % | 537,279             |  | 272,040
|28. |  | Cielo Vista Mall               |  | TX |  | El Paso                              |  | Fee and Ground Lease (7) (2005) |  | 100.0 | % |      |  | Built 1974    |  | 97.7  | % | 793,716             |  | 399,062
|29. |  | Circle Centre                  |  | IN |  | Indianapolis                         |  | Property Lease (2097)           |  | 14.7  | % | (4)  |  | Built 1995    |  | 96.7  | % | 350,000             |  | 441,116
|30. |  | College Mall                   |  | IN |  | Bloomington                          |  | Fee and Ground Lease (7) (2048) |  | 100.0 | % |      |  | Built 1965    |  | 83.5  | % | 439,766             |  | 266,006
|31. |  | Columbia Center                |  | WA |  | Kennewick                            |  | Fee                             |  | 100.0 | % |      |  | Acquired 1987 |  | 97.8  | % | 408,052             |  | 333,553
|32. |  | Coral Square                   |  | FL |  | Coral Springs (Miami-Ft. Lauderdale) |  | Fee                             |  | 97.2  | % |      |  | Built 1984    |  | 97.4  | % | 648,144             |  | 296,619
|33. |  | Cordova Mall                   |  | FL |  | Pensecola                            |  | Fee                             |  | 100.0 | % |      |  | Acquired 1998 |  | 89.8  | % | 488,263             |  | 345,563
|34. |  | Cottonwood Mall                |  | NM |  | Albuquerque                          |  | Fee                             |  | 100.0 | % |      |  | Built 1996    |  | 84.8  | % | 631,556             |  | 409,743

13

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                                               |  |    |  |                      |  |                                 |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  |        
|--- |  | --------------------------------------------- |  | -- |  | -------------------- |  | ------------------------------- |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | -------
|
|
|35. |  | Crossroads Mall                               |  | NE |  | Omaha                |  | Fee                             |  | 100.0 | % |     |  | Acquired 1994 |  | 94.6 | % | 609,669             |  | 248,914
|36. |  | Crystal Mall                                  |  | CT |  | Waterford            |  | Fee                             |  | 74.6  | % | (4) |  | Acquired 1998 |  | 97.8 | % | 442,311             |  | 351,425
|37. |  | Crystal River Mall                            |  | FL |  | Crystal River        |  | Fee                             |  | 100.0 | % |     |  | Built 1990    |  | 96.7 | % | 302,495             |  | 121,798
|38. |  | Dadeland Mall                                 |  | FL |  | North Miami Beach    |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1997 |  | 97.9 | % | 1,062,072           |  | 334,404
|39. |  | DeSoto Square                                 |  | FL |  | Bradenton            |  | Fee                             |  | 100.0 | % |     |  | Built 1973    |  | 92.1 | % | 435,467             |  | 255,776
|40. |  | Eastland Mall                                 |  | IN |  | Evansville           |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1998 |  | 90.5 | % | 532,955             |  | 365,646
|41. |  | Eastland Mall                                 |  | OK |  | Tulsa                |  | Fee                             |  | 100.0 | % |     |  | Built 1986    |  | 69.3 | % | 305,732             |  | 177,166
|42. |  | Edison Mall                                   |  | FL |  | Fort Meyers          |  | Fee                             |  | 100.0 | % |     |  | Acquired 1997 |  | 98.1 | % | 742,667             |  | 299,405
|43. |  | Emerald Square                                |  | MA |  | North Attleboro      |  | Fee                             |  | 49.1  | % | (4) |  | Acquired 1999 |  | 98.5 | % | 647,372             |  | 375,149
|44. |  | Empire Mall (5)                               |  | SD |  | Sioux Falls          |  | Fee and Ground Lease (7) (2013) |  | 50.0  | % | (4) |  | Acquired 1998 |  | 92.4 | % | 497,341             |  | 549,942
|45. |  | Fashion Mall at Keystone at the Crossing, The |  | IN |  | Indianapolis         |  | Ground Lease (2067)             |  | 100.0 | % |     |  | Acquired 1997 |  | 91.4 | % | 249,721             |  | 408,678
|46. |  | Fashion Valley Mall                           |  | CA |  | San Diego            |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 2001 |  | 99.4 | % | 1,053,305           |  | 653,913
|47. |  | Florida Mall, The                             |  | FL |  | Orlando              |  | Fee                             |  | 50.0  | % | (4) |  | Built 1986    |  | 97.4 | % | 1,232,416           |  | 615,247
|48. |  | Forest Mall                                   |  | WI |  | Fond Du Lac          |  | Fee                             |  | 100.0 | % |     |  | Built 1973    |  | 93.6 | % | 327,260             |  | 173,994
|49. |  | Forum Shops at Caesars, The                   |  | NV |  | Las Vegas            |  | Ground Lease (2050)             |  | 100.0 | % |     |  | Built 1992    |  | 97.3 | % |                     |  | 483,838
|50. |  | Granite Run Mall                              |  | PA |  | Media (Philadelphia) |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1998 |  | 94.9 | % | 500,809             |  | 546,358
|51. |  | Great Lakes Mall                              |  | OH |  | Mentor (Cleveland)   |  | Fee                             |  | 100.0 | % |     |  | Built 1961    |  | 92.5 | % | 879,300             |  | 422,040

14

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                       |  |    |  |                              |  |                                 |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  |          
|--- |  | --------------------- |  | -- |  | ---------------------------- |  | ------------------------------- |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | ---------
|
|
|52. |  | Greendale Mall        |  | MA |  | Worcester (Boston)           |  | Fee and Ground Lease (7) (2009) |  | 49.1  | % | (4) |  | Acquired 1999 |  | 98.8 | % | 132,634             |  | 298,662  
|53. |  | Greenwood Park Mall   |  | IN |  | Greenwood                    |  | Fee                             |  | 100.0 | % |     |  | Acquired 1979 |  | 98.2 | % | 898,928             |  | 412,711  
|54. |  | Gulf View Square      |  | FL |  | Port Richey (Tampa-St. Pete) |  | Fee                             |  | 100.0 | % |     |  | Built 1980    |  | 97.1 | % | 461,852             |  | 234,012  
|55. |  | Gwinnett Place        |  | GA |  | Duluth (Atlanta)             |  | Fee                             |  | 50.0  | % | (4) |  | Acquired 1998 |  | 90.7 | % | 843,609             |  | 433,571  
|56. |  | Haywood Mall          |  | SC |  | Greenville                   |  | Fee and Ground Lease (7) (2017) |  | 100.0 | % |     |  | Acquired 1998 |  | 96.9 | % | 913,633             |  | 329,971  
|57. |  | Heritage Park Mall    |  | OK |  | Midwest City                 |  | Fee                             |  | 100.0 | % |     |  | Built 1978    |  | 59.4 | % | 382,700             |  | 223,639  
|58. |  | Highland Mall (5)     |  | TX |  | Austin                       |  | Fee and Ground Lease (2070)     |  | 50.0  | % | (4) |  | Acquired 1998 |  | 94.9 | % | 732,000             |  | 358,685  
|59. |  | Hutchinson Mall       |  | KS |  | Hutchinson                   |  | Fee                             |  | 100.0 | % |     |  | Built 1985    |  | 90.1 | % | 277,665             |  | 247,703  
|60. |  | Independence Center   |  | MO |  | Independence (Kansas City)   |  | Fee                             |  | 100.0 | % |     |  | Acquired 1994 |  | 96.5 | % | 499,284             |  | 522,772  
|61. |  | Indian River Mall     |  | FL |  | Vero Beach                   |  | Fee                             |  | 50.0  | % | (4) |  | Built 1996    |  | 88.3 | % | 445,552             |  | 302,456  
|62. |  | Ingram Park Mall      |  | TX |  | San Antonio                  |  | Fee                             |  | 100.0 | % |     |  | Built 1979    |  | 95.5 | % | 751,704             |  | 377,536  
|63. |  | Irving Mall           |  | TX |  | Irving (Dallas-Ft. Worth)    |  | Fee                             |  | 100.0 | % |     |  | Built 1971    |  | 95.9 | % | 726,574             |  | 376,567  
|64. |  | Jefferson Valley Mall |  | NY |  | Yorktown Heights (New York)  |  | Fee                             |  | 100.0 | % |     |  | Built 1983    |  | 97.1 | % | 310,095             |  | 277,055  
|65. |  | King of Prussia Mall  |  | PA |  | King of Prussia              |  | Fee                             |  | 12.9  | % | (4) |  | Acquired 2003 |  | 98.0 | % | 1,775,871           |  | 1,074,756
|66. |  | Knoxville Center      |  | TN |  | Knoxville                    |  | Fee                             |  | 100.0 | % |     |  | Built 1984    |  | 91.9 | % | 597,028             |  | 381,539  
|67. |  | La Plaza Mall         |  | TX |  | McAllen                      |  | Fee and Ground Lease (7) (2040) |  | 100.0 | % |     |  | Built 1976    |  | 99.6 | % | 778,768             |  | 426,751  
|68. |  | Lafayette Square      |  | IN |  | Indianapolis                 |  | Fee                             |  | 100.0 | % |     |  | Built 1968    |  | 97.5 | % | 937,223             |  | 272,091  

15

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                               |  |    |  |                                    |  |                  |  |       |   |          |  |               |  |       |   | Gross Leasable Area |  |          
|--- |  | ----------------------------- |  | -- |  | ---------------------------------- |  | ---------------- |  | ----- | - | -------- |  | ------------- |  | ----- | - | ------------------- |  | ---------
|
|
|69. |  | Laguna Hills Mall             |  | CA |  | Laguna Hills (Orange County)       |  | Fee              |  | 100.0 | % |          |  | Acquired 1997 |  | 95.8  | % | 536,500             |  | 331,133  
|70. |  | Lake Square Mall              |  | FL |  | Leesburg                           |  | Fee              |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 91.8  | % | 296,037             |  | 264,930  
|71. |  | Lakeline Mall                 |  | TX |  | Austin                             |  | Fee              |  | 100.0 | % |          |  | Built 1995    |  | 94.3  | % | 745,179             |  | 355,192  
|72. |  | Las Vegas Premium Outlets (5) |  | NV |  | Las Vegas                          |  | Fee              |  | 50.0  | % | (4)      |  | Built 2003    |  | 96.3  | % |                     |  | 432,478  
|73. |  | Lehigh Valley Mall            |  | PA |  | Whitehall                          |  | (15)             |  | (15   | ) |          |  | Acquired 2003 |  | 91.2  | % | 564,353             |  | 502,908  
|74. |  | Lenox Square                  |  | GA |  | Atlanta                            |  | Fee              |  | 100.0 | % |          |  | Acquired 1998 |  | 89.6  | % | 821,356             |  | 662,867  
|75. |  | Liberty Tree Mall             |  | MA |  | Danvers (Boston)                   |  | Fee              |  | 49.1  | % | (4)      |  | Acquired 1999 |  | 97.6  | % | 498,000             |  | 359,018  
|76. |  | Lima Mall                     |  | OH |  | Lima                               |  | Fee              |  | 100.0 | % |          |  | Built 1965    |  | 98.3  | % | 541,861             |  | 203,238  
|77. |  | Lincolnwood Town Center       |  | IL |  | Lincolnwood (Chicago)              |  | Fee              |  | 100.0 | % |          |  | Built 1990    |  | 98.1  | % | 220,830             |  | 201,045  
|78. |  | Lindale Mall (5)              |  | IA |  | Cedar Rapids                       |  | Fee              |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 89.5  | % | 305,563             |  | 385,392  
|79. |  | Livingston Mall               |  | NJ |  | Livingston (New York)              |  | Fee              |  | 100.0 | % |          |  | Acquired 1998 |  | 99.6  | % | 616,128             |  | 369,449  
|80. |  | Longview Mall                 |  | TX |  | Longview                           |  | Fee              |  | 100.0 | % |          |  | Built 1978    |  | 90.3  | % | 402,843             |  | 210,112  
|81. |  | Mall at Chestnut Hill         |  | MA |  | Newton (Boston)                    |  | Lease (2039) (9) |  | 47.2  | % | (4)      |  | Acquired 2002 |  | 96.5  | % | 297,253             |  | 180,932  
|82. |  | Mall at Rockingham Park       |  | NH |  | Salem (Boston)                     |  | Fee              |  | 24.6  | % | (4)      |  | Acquired 1999 |  | 100.0 | % | 638,111             |  | 382,110  
|83. |  | Mall of America               |  | MN |  | Bloomington (Minneapolis-St. Paul) |  | Fee              |  | 27.5  | % | (4)
(12) |  | Acquired 1999 |  | 92.7  | % | 1,220,305           |  | 1,558,937
|84. |  | Mall of Georgia               |  | GA |  | Mill Creek (Atlanta)               |  | Fee              |  | 50.0  | % | (13)
(4) |  | Built 1999    |  | 94.2  | % | 989,590             |  | 795,581  
|85. |  | Mall of New Hampshire         |  | NH |  | Manchester (Boston)                |  | Fee              |  | 49.1  | % | (4)      |  | Acquired 1999 |  | 97.8  | % | 444,889             |  | 361,605  

16

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|     |  |                          |  |    |  |                          |  |                                  |  |       |   |          |  |               |  |      |   | Gross Leasable Area |  |        
|---- |  | ------------------------ |  | -- |  | ------------------------ |  | -------------------------------- |  | ----- | - | -------- |  | ------------- |  | ---- | - | ------------------- |  | -------
|
|
|86.  |  | Maplewood Mall           |  | MN |  | Minneapolis              |  | Fee                              |  | 100.0 | % |          |  | Acquired 2002 |  | 88.5 | % | 578,060             |  | 330,337
|87.  |  | Markland Mall            |  | IN |  | Kokomo                   |  | Ground Lease (2041)              |  | 100.0 | % |          |  | Built 1968    |  | 98.7 | % | 273,094             |  | 140,070
|88.  |  | McCain Mall              |  | AR |  | N. Little Rock           |  | Fee and Ground Lease (10) (2032) |  | 100.0 | % |          |  | Built 1973    |  | 99.7 | % | 554,156             |  | 222,306
|89.  |  | Melbourne Square         |  | FL |  | Melbourne                |  | Fee                              |  | 100.0 | % |          |  | Built 1982    |  | 92.0 | % | 471,173             |  | 258,236
|90.  |  | Menlo Park Mall          |  | NJ |  | Edison (New York)        |  | Fee                              |  | 100.0 | % |          |  | Acquired 1997 |  | 92.1 | % | 527,591             |  | 756,111
|91.  |  | Mesa Mall (5)            |  | CO |  | Grand Junction           |  | Fee                              |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 92.4 | % | 425,817             |  | 435,741
|92.  |  | Metrocenter              |  | AZ |  | Phoenix                  |  | Fee                              |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 94.0 | % | 876,027             |  | 515,828
|93.  |  | Miami International Mall |  | FL |  | South Miami              |  | Fee                              |  | 47.8  | % | (4)      |  | Built 1982    |  | 95.8 | % | 783,308             |  | 290,791
|94.  |  | Midland Park Mall        |  | TX |  | Midland                  |  | Fee                              |  | 100.0 | % |          |  | Built 1980    |  | 94.3 | % | 339,113             |  | 278,980
|95.  |  | Miller Hill Mall         |  | MN |  | Duluth                   |  | Ground Lease (2008)              |  | 100.0 | % |          |  | Built 1973    |  | 98.7 | % | 429,508             |  | 375,911
|96.  |  | Montgomery Mall          |  | PA |  | Montgomeryville          |  | Fee                              |  | 23.1  | % | (4)      |  | Acquired 2003 |  | 91.9 | % | 684,855             |  | 435,540
|97.  |  | Muncie Mall              |  | IN |  | Muncie                   |  | Fee                              |  | 100.0 | % |          |  | Built 1970    |  | 97.3 | % | 435,756             |  | 218,986
|98.  |  | Nanuet Mall              |  | NY |  | Nanuet (New York)        |  | Fee                              |  | 100.0 | % |          |  | Acquired 1998 |  | 90.7 | % | 583,711             |  | 331,915
|99.  |  | North East Mall          |  | TX |  | Hurst (Dallas-Ft. Worth) |  | Fee                              |  | 100.0 | % |          |  | Built 1971    |  | 97.9 | % | 1,194,589           |  | 357,283
|100. |  | Northfield Square Mall   |  | IL |  | Bourbonnais (Chicago)    |  | Fee                              |  | 31.6  | % | (13)
(4) |  | Built 1990    |  | 83.7 | % | 310,994             |  | 247,375
|101. |  | Northgate Mall           |  | WA |  | Seattle                  |  | Fee                              |  | 100.0 | % |          |  | Acquired 1987 |  | 99.2 | % | 688,391             |  | 308,873
|102. |  | Northlake Mall           |  | GA |  | Atlanta                  |  | Fee                              |  | 100.0 | % |          |  | Acquired 1998 |  | 94.9 | % | 665,745             |  | 296,402

17

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|     |  |                            |  |    |  |                       |  |                                 |  |       |   |      |  |               |  |      |   | Gross Leasable Area |  |        
|---- |  | -------------------------- |  | -- |  | --------------------- |  | ------------------------------- |  | ----- | - | ---- |  | ------------- |  | ---- | - | ------------------- |  | -------
|
|
|103. |  | Northpark Mall             |  | IA |  | Davenport             |  | Fee                             |  | 50.0  | % | (4)  |  | Acquired 1998 |  | 92.5 | % | 651,533             |  | 426,420
|104. |  | Northshore Mall            |  | MA |  | Peabody (Boston)      |  | Fee                             |  | 49.1  | % | (4)  |  | Acquired 1999 |  | 97.7 | % | 989,277             |  | 695,441
|105. |  | Northwoods Mall            |  | IL |  | Peoria                |  | Fee                             |  | 100.0 | % |      |  | Acquired 1983 |  | 98.7 | % | 472,969             |  | 222,415
|106. |  | Oak Court Mall             |  | TN |  | Memphis               |  | Fee                             |  | 100.0 | % |      |  | Acquired 1997 |  | 86.6 | % | 535,000             |  | 318,375
|107. |  | Orange Park Mall           |  | FL |  | Orange Park           |  | Fee                             |  | 100.0 | % |      |  | Acquired 1994 |  | 97.2 | % | 534,180             |  | 390,175
|108. |  | Orland Square              |  | IL |  | Orland Park (Chicago) |  | Fee                             |  | 100.0 | % |      |  | Acquired 1997 |  | 96.6 | % | 773,295             |  | 433,648
|109. |  | Oxford Valley Mall         |  | PA |  | Langhorne             |  | Fee                             |  | 65.8  | % |      |  | Acquired 2003 |  | 94.3 | % | 762,558             |  | 509,674
|110. |  | Paddock Mall               |  | FL |  | Ocala                 |  | Fee                             |  | 100.0 | % |      |  | Built 1980    |  | 95.3 | % | 387,378             |  | 172,786
|111. |  | Palm Beach Mall            |  | FL |  | West Palm Beach       |  | Fee                             |  | 100.0 | % |      |  | Built 1967    |  | 96.9 | % | 749,288             |  | 335,941
|112. |  | Penn Square                |  | OK |  | Oklahoma City         |  | Ground Lease (2060)             |  | 94.5  | % |      |  | Acquired 2002 |  | 97.4 | % | 588,137             |  | 425,255
|113. |  | Pheasant Lane Mall         |  | NH |  | Nashua (Boston)       |  | (16)                            |  | (16   | ) | (4)  |  | Acquired 2002 |  | 98.5 | % | 675,759             |  | 313,135
|114. |  | Phipps Plaza               |  | GA |  | Atlanta               |  | Fee                             |  | 100.0 | % |      |  | Acquired 1998 |  | 96.9 | % | 472,385             |  | 348,931
|115. |  | Port Charlotte Town Center |  | FL |  | Port Charlotte        |  | Ground Lease (2064)             |  | 80.0  | % | (13) |  | Built 1989    |  | 88.9 | % | 458,554             |  | 321,928
|116. |  | Prien Lake Mall            |  | LA |  | Lake Charles          |  | Fee and Ground Lease (7) (2025) |  | 100.0 | % |      |  | Built 1972    |  | 97.9 | % | 631,762             |  | 178,931
|117. |  | Quaker Bridge Mall         |  | NJ |  | Lawrenceville         |  | Fee                             |  | 39.6  | % | (4)  |  | Acquired 2003 |  | 95.9 | % | 686,760             |  | 423,047
|118. |  | Raleigh Springs Mall       |  | TN |  | Memphis               |  | Fee and Ground Lease (7) (2018) |  | 100.0 | % |      |  | Built 1971    |  | 45.0 | % | 691,230             |  | 226,369

18

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|     |  |                                  |  |    |  |                               |  |                                 |  |       |   |          |  |               |  |       |   | Gross Leasable Area |  |        
|---- |  | -------------------------------- |  | -- |  | ----------------------------- |  | ------------------------------- |  | ----- | - | -------- |  | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|119. |  | Richardson Square                |  | TX |  | Richardson (Dallas-Ft. Worth) |  | Fee                             |  | 100.0 | % |          |  | Built 1977    |  | 73.4  | % | 471,436             |  | 283,900
|120. |  | Richmond Town Square             |  | OH |  | Richmond Heights (Cleveland)  |  | Fee                             |  | 100.0 | % |          |  | Built 1966    |  | 99.5  | % | 685,251             |  | 331,526
|121. |  | River Oaks Center                |  | IL |  | Calumet City (Chicago)        |  | Fee                             |  | 100.0 | % |          |  | Acquired 1997 |  | 90.0  | % | 834,588             |  | 544,223
|122. |  | Rockaway Townsquare              |  | NJ |  | Rockaway (New York)           |  | Fee                             |  | 100.0 | % |          |  | Acquired 1998 |  | 95.3  | % | 786,626             |  | 461,697
|123. |  | Rolling Oaks Mall                |  | TX |  | San Antonio                   |  | Fee                             |  | 100.0 | % |          |  | Built 1988    |  | 68.3  | % | 460,857             |  | 276,312
|124. |  | Roosevelt Field Mall             |  | NY |  | Garden City (New York)        |  | Fee and Ground Lease (7) (2090) |  | 100.0 | % |          |  | Acquired 1998 |  | 98.2  | % | 1,430,425           |  | 750,101
|125. |  | Ross Park Mall                   |  | PA |  | Pittsburgh                    |  | Fee                             |  | 100.0 | % |          |  | Built 1986    |  | 97.5  | % | 827,015             |  | 407,583
|126. |  | Rushmore Mall (5)                |  | SD |  | Rapid City                    |  | Fee                             |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 98.1  | % | 470,660             |  | 364,948
|127. |  | Santa Rosa Plaza                 |  | CA |  | Santa Rosa                    |  | Fee                             |  | 100.0 | % |          |  | Acquired 1998 |  | 93.6  | % | 428,258             |  | 270,487
|128. |  | Seminole Towne Center            |  | FL |  | Sanford                       |  | Fee                             |  | 45.0  | % | (14)
(4) |  | Built 1995    |  | 93.8  | % | 768,798             |  | 384,802
|129. |  | Shops at Mission Viejo Mall, The |  | CA |  | Mission Viejo (Orange County) |  | Fee                             |  | 100.0 | % |          |  | Built 1979    |  | 98.6  | % | 677,215             |  | 472,699
|130. |  | Shops at Sunset Place, The       |  | FL |  | Miami                         |  | Fee                             |  | 37.5  | % | (4)      |  | Built 1999    |  | 88.7  | % |                     |  | 500,143
|131. |  | Smith Haven Mall                 |  | NY |  | Lake Grove (New York)         |  | Fee                             |  | 25.0  | % | (4)      |  | Acquired 1995 |  | 96.7  | % | 902,595             |  | 455,400
|132. |  | Solomon Pond Mall                |  | MA |  | Marlborough (Boston)          |  | Fee                             |  | 49.1  | % | (4)      |  | Acquired 1999 |  | 100.0 | % | 538,843             |  | 373,754
|133. |  | Source, The                      |  | NY |  | Westbury (New York)           |  | Fee                             |  | 25.5  | % | (4)      |  | Built 1997    |  | 93.5  | % | 210,798             |  | 518,354
|134. |  | South Hills Village              |  | PA |  | Pittsburgh                    |  | Fee                             |  | 100.0 | % |          |  | Acquired 1997 |  | 96.5  | % | 655,987             |  | 454,033
|135. |  | South Shore Plaza                |  | MA |  | Braintree (Boston)            |  | Fee                             |  | 100.0 | % |          |  | Acquired 1998 |  | 98.3  | % | 847,603             |  | 614,037

19

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|     |  |                           |  |    |  |                            |  |                                |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  |          
|---- |  | ------------------------- |  | -- |  | -------------------------- |  | ------------------------------ |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | ---------
|
|
|136. |  | Southern Hills Mall (5)   |  | IA |  | Sioux City                 |  | Fee                            |  | 50.0  | % | (4) |  | Acquired 1998 |  | 71.0 | % | 372,937             |  | 428,619  
|137. |  | Southern Park Mall        |  | OH |  | Boardman                   |  | Fee                            |  | 100.0 | % |     |  | Built 1970    |  | 97.5 | % | 811,858             |  | 385,922  
|138. |  | Southgate Mall            |  | AZ |  | Yuma                       |  | Fee                            |  | 100.0 | % |     |  | Acquired 1988 |  | 99.7 | % | 252,264             |  | 69,310   
|139. |  | SouthPark                 |  | NC |  | Charlotte                  |  | Fee & Ground Lease (11) (2040) |  | 100.0 | % |     |  | Acquired 2002 |  | 87.9 | % | 857,254             |  | 332,104  
|140. |  | Southpark Mall            |  | IL |  | Moline                     |  | Fee                            |  | 50.0  | % | (4) |  | Acquired 1998 |  | 93.5 | % | 578,056             |  | 447,997  
|141. |  | SouthRidge Mall (5)       |  | IA |  | Des Moines                 |  | Fee                            |  | 50.0  | % | (4) |  | Acquired 1998 |  | 71.2 | % | 497,806             |  | 504,732  
|142. |  | Square One Mall           |  | MA |  | Saugus (Boston)            |  | Fee                            |  | 49.1  | % | (4) |  | Acquired 1999 |  | 99.4 | % | 540,101             |  | 324,593  
|143. |  | St. Charles Towne Center  |  | MD |  | Waldorf (Washington, D.C.) |  | Fee                            |  | 100.0 | % |     |  | Built 1990    |  | 96.0 | % | 631,602             |  | 354,007  
|144. |  | Stanford Shopping Center  |  | CA |  | Palo Alto (San Francisco)  |  | Ground Lease (2054)            |  | 100.0 | % |     |  | Acquried 2003 |  | 97.8 | % | 849,153             |  | 522,459  
|145. |  | Summit Mall               |  | OH |  | Akron (Cleveland)          |  | Fee                            |  | 100.0 | % |     |  | Built 1965    |  | 94.1 | % | 432,936             |  | 331,297  
|146. |  | Sunland Park Mall         |  | TX |  | El Paso                    |  | Fee                            |  | 100.0 | % |     |  | Built 1988    |  | 89.9 | % | 575,837             |  | 342,131  
|147. |  | Tacoma Mall               |  | WA |  | Tacoma                     |  | Fee                            |  | 100.0 | % |     |  | Acquired 1987 |  | 98.7 | % | 924,045             |  | 370,419  
|148. |  | The Galleria              |  | TX |  | Houston                    |  | Fee                            |  | 31.5  | % | (4) |  | Acquired 2002 |  | 88.3 | % | 1,300,466           |  | 1,104,346
|149. |  | Tippecanoe Mall           |  | IN |  | Lafayette                  |  | Fee                            |  | 100.0 | % |     |  | Built 1973    |  | 98.5 | % | 568,373             |  | 291,153  
|150. |  | Town Center at Boca Raton |  | FL |  | Boca Raton                 |  | Fee                            |  | 100.0 | % |     |  | Acquired 1998 |  | 99.4 | % | 1,061,076           |  | 494,247  
|151. |  | Town Center at Cobb       |  | GA |  | Kennesaw (Atlanta)         |  | Fee                            |  | 50.0  | % | (4) |  | Acquired 1998 |  | 97.9 | % | 851,346             |  | 421,107  
|152. |  | Towne East Square         |  | KS |  | Wichita                    |  | Fee                            |  | 100.0 | % |     |  | Built 1975    |  | 95.9 | % | 779,490             |  | 399,619  

20

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|     |  |                         |  |    |  |                                 |  |                     |  |       |   |     |  |               |  |      |   | Gross Leasable Area |  |        
|---- |  | ----------------------- |  | -- |  | ------------------------------- |  | ------------------- |  | ----- | - | --- |  | ------------- |  | ---- | - | ------------------- |  | -------
|
|
|153. |  | Towne West Square       |  | KS |  | Wichita                         |  | Fee                 |  | 100.0 | % |     |  | Built 1980    |  | 89.4 | % | 619,269             |  | 336,062
|154. |  | Treasure Coast Square   |  | FL |  | Jensen Beach                    |  | Fee                 |  | 100.0 | % |     |  | Built 1987    |  | 91.7 | % | 511,372             |  | 358,197
|155. |  | Trolley Square          |  | UT |  | Salt Lake City                  |  | Fee                 |  | 90.0  | % |     |  | Acquired 1986 |  | 81.2 | % |                     |  | 221,863
|156. |  | Tyrone Square           |  | FL |  | St. Petersburg (Tampa-St. Pete) |  | Fee                 |  | 100.0 | % |     |  | Built 1972    |  | 99.1 | % | 748,269             |  | 380,012
|157. |  | University Mall         |  | AR |  | Little Rock                     |  | Ground Lease (2026) |  | 100.0 | % |     |  | Built 1967    |  | 89.8 | % | 412,761             |  | 153,192
|158. |  | University Mall         |  | FL |  | Pensacola                       |  | Fee                 |  | 100.0 | % |     |  | Acquired 1994 |  | 82.8 | % | 478,449             |  | 228,579
|159. |  | University Park Mall    |  | IN |  | Mishawaka                       |  | Fee                 |  | 60.0  | % |     |  | Built 1979    |  | 98.4 | % | 622,508             |  | 320,315
|160. |  | Upper Valley Mall       |  | OH |  | Springfield                     |  | Fee                 |  | 100.0 | % |     |  | Built 1971    |  | 93.3 | % | 479,418             |  | 271,132
|161. |  | Valle Vista Mall        |  | TX |  | Harlingen                       |  | Fee                 |  | 100.0 | % |     |  | Built 1983    |  | 97.5 | % | 389,781             |  | 266,579
|162. |  | Valley Mall             |  | VA |  | Harrisonburg                    |  | Fee                 |  | 50.0  | % | (4) |  | Acquired 1998 |  | 99.2 | % | 307,798             |  | 179,631
|163. |  | Virginia Center Commons |  | VA |  | Glen Allen                      |  | Fee                 |  | 100.0 | % |     |  | Built 1991    |  | 96.5 | % | 506,639             |  | 280,855
|164. |  | Walt Whitman Mall       |  | NY |  | Huntington Station (New York)   |  | Ground Rent (2012)  |  | 100.0 | % |     |  | Acquired 1998 |  | 95.7 | % | 742,214             |  | 292,533
|165. |  | Washington Square       |  | IN |  | Indianapolis                    |  | Fee                 |  | 100.0 | % |     |  | Built 1974    |  | 87.0 | % | 706,174             |  | 308,064
|166. |  | West Ridge Mall         |  | KS |  | Topeka                          |  | Fee                 |  | 100.0 | % |     |  | Built 1988    |  | 66.1 | % | 716,811             |  | 310,002
|167. |  | West Town Mall          |  | TN |  | Knoxville                       |  | Ground Lease (2042) |  | 50.0  | % | (4) |  | Acquired 1991 |  | 96.7 | % | 878,311             |  | 450,691
|168. |  | Westchester, The        |  | NY |  | White Plains (New York)         |  | Fee                 |  | 40.0  | % | (4) |  | Acquired 1997 |  | 99.5 | % | 349,393             |  | 475,026
|169. |  | Westminster Mall        |  | CA |  | Westminster (Orange County)     |  | Fee                 |  | 100.0 | % |     |  | Acquired 1998 |  | 86.5 | % | 716,939             |  | 503,533
|170. |  | White Oaks Mall         |  | IL |  | Springfield                     |  | Fee                 |  | 77.5  | % |     |  | Built 1977    |  | 95.1 | % | 601,708             |  | 347,497
|171. |  | Wolfchase Galleria      |  | TN |  | Memphis                         |  | Fee                 |  | 94.5  | % |     |  | Acquired 2002 |  | 96.9 | % | 761,648             |  | 506,453
|172. |  | Woodland Hills Mall     |  | OK |  | Tulsa                           |  | Fee                 |  | 47.2  | % | (4) |  | Acquired 2002 |  | 96.8 | % | 709,447             |  | 382,848
|173. |  | Woodville Mall          |  | OH |  | Northwood                       |  | Fee                 |  | 100.0 | % |     |  | Built 1969    |  | 79.6 | % | 518,792             |  | 254,613

21

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                             |  |    |  |                 |  |                                  |  |       |   |          |  |               |  |       |   | Gross Leasable Area |  |        
|--- |  | --------------------------- |  | -- |  | --------------- |  | -------------------------------- |  | ----- | - | -------- |  | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|    |  | COMMUNITY SHOPPING CENTERS  |  |    |  |                 |  |                                  |  |       |   |          |  |               |  |       |   |                    
|1.  |  | Arboretum, The              |  | TX |  | Austin          |  | Fee                              |  | 100.0 | % |          |  | Acquired 1998 |  | 94.9  | % | 35,773              |  | 170,738
|2.  |  | Bloomingdale Court          |  | IL |  | Bloomingdale    |  | Fee                              |  | 100.0 | % |          |  | Built 1987    |  | 94.1  | % | 436,255             |  | 168,256
|3.  |  | Boardman Plaza              |  | OH |  | Youngstown      |  | Fee                              |  | 100.0 | % |          |  | Built 1951    |  | 72.4  | % | 375,502             |  | 265,273
|4.  |  | Bridgeview Court            |  | IL |  | Bridgeview      |  | Fee                              |  | 100.0 | % |          |  | Built 1988    |  | 86.9  | % | 216,491             |  | 57,187 
|5.  |  | Brightwood Plaza            |  | IN |  | Indianapolis    |  | Fee                              |  | 100.0 | % |          |  | Built 1965    |  | 100.0 | % | 0                   |  | 38,493 
|6.  |  | Celina Plaza                |  | TX |  | El Paso         |  | Fee and Ground Lease (11) (2005) |  | 100.0 | % |          |  | Built 1978    |  | 26.7  | % | 23,927              |  | 8,695  
|7.  |  | Charles Towne Square        |  | SC |  | Charleston      |  | Fee                              |  | 100.0 | % |          |  | Built 1976    |  | 100.0 | % | 199,693             |  | 0      
|8.  |  | Chesapeake Center           |  | VA |  | Chesapeake      |  | Fee                              |  | 100.0 | % |          |  | Built 1989    |  | 70.4  | % | 213,670             |  | 85,934 
|9.  |  | Cobblestone Court           |  | NY |  | Victor          |  | Fee and Ground Lease (7) (2038)  |  | 35.0  | % | (14)
(4) |  | Built 1993    |  | 98.8  | % | 206,680             |  | 58,819 
|10. |  | Countryside Plaza           |  | IL |  | Countryside     |  | Fee and Ground Lease (7) (2058)  |  | 100.0 | % |          |  | Built 1977    |  | 80.4  | % | 290,216             |  | 145,392
|11. |  | Crystal Court               |  | IL |  | Crystal Lake    |  | Fee                              |  | 35.0  | % | (14)
(4) |  | Built 1989    |  | 86.1  | % | 201,993             |  | 76,978 
|12. |  | Dekalb Plaza                |  | PA |  | King of Prussia |  | Fee                              |  | 52.4  | % |          |  | Acquired 2003 |  | 46.4  | % | 81,368              |  | 20,345 
|13. |  | Eastland Convenience Center |  | IN |  | Evansville      |  | Ground Lease (2075)              |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 96.2  | % | 60,000              |  | 115,639
|14. |  | Eastland Plaza              |  | OK |  | Tulsa           |  | Fee                              |  | 100.0 | % |          |  | Built 1986    |  | 84.7  | % | 152,451             |  | 33,698 
|15. |  | Empire East (5)             |  | SD |  | Sioux Falls     |  | Fee                              |  | 50.0  | % | (4)      |  | Acquired 1998 |  | 97.9  | % | 253,388             |  | 44,875 
|16. |  | Fairfax Court               |  | VA |  | Fairfax         |  | Fee                              |  | 26.3  | % | (14)
(4) |  | Built 1992    |  | 89.2  | % | 168,743             |  | 80,614 
|17. |  | Forest Plaza                |  | IL |  | Rockford        |  | Fee                              |  | 100.0 | % |          |  | Built 1985    |  | 98.0  | % | 325,170             |  | 100,588

22

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                               |  |    |  |                       |  |                     |  |       |   |          |  |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ----------------------------- |  | -- |  | --------------------- |  | ------------------- |  | ----- | - | -------- |  | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|18. |  | Gaitway Plaza                 |  | FL |  | Ocala                 |  | Fee                 |  | 23.3  | % | (14)
(4) |  | Built 1989    |  | 89.1  | % | 123,027             |  | 93,328 
|19. |  | Great Lakes Plaza             |  | OH |  | Mentor (Cleveland)    |  | Fee                 |  | 100.0 | % |          |  | Built 1976    |  | 100.0 | % | 142,229             |  | 21,875 
|20. |  | Great Northeast Plaza         |  | PA |  | Philadelphia          |  | Fee                 |  | 50.0  | % | (4)      |  | Acquired 1989 |  | 100.0 | % | 238,158             |  | 57,600 
|21. |  | Greenwood Plus                |  | IN |  | Greenwood             |  | Fee                 |  | 100.0 | % |          |  | Built 1979    |  | 100.0 | % | 134,141             |  | 25,790 
|22. |  | Griffith Park Plaza           |  | IN |  | Griffith              |  | Ground Lease (2060) |  | 100.0 | % |          |  | Built 1979    |  | 34.5  | % | 175,595             |  | 98,640 
|23. |  | Grove at Lakeland Square, The |  | FL |  | Lakeland              |  | Fee                 |  | 100.0 | % |          |  | Built 1988    |  | 91.9  | % | 142,317             |  | 73,274 
|24. |  | Henderson Square              |  | PA |  | King of Prussia       |  | Fee                 |  | 79.1  | % |          |  | Acquired 2003 |  | 97.2  | % | 72,683              |  | 34,661 
|25. |  | Highland Lakes Center         |  | FL |  | Orlando               |  | Fee                 |  | 100.0 | % |          |  | Built 1991    |  | 77.3  | % | 372,316             |  | 105,764
|26. |  | Indian River Commons          |  | FL |  | Vero Beach            |  | Fee                 |  | 50.0  | % | (4)      |  | Built 1997    |  | 90.8  | % | 233,358             |  | 27,510 
|27. |  | Ingram Plaza                  |  | TX |  | San Antonio           |  | Fee                 |  | 100.0 | % |          |  | Built 1980    |  | 100.0 | % | 0                   |  | 111,518
|28. |  | Keystone Shoppes              |  | IN |  | Indianapolis          |  | Ground Lease (2067) |  | 100.0 | % |          |  | Acquired 1997 |  | 88.7  | % | 0                   |  | 29,140 
|29. |  | Knoxville Commons             |  | TN |  | Knoxville             |  | Fee                 |  | 100.0 | % |          |  | Built 1987    |  | 100.0 | % | 91,483              |  | 88,980 
|30. |  | Lake Plaza                    |  | IL |  | Waukegan              |  | Fee                 |  | 100.0 | % |          |  | Built 1986    |  | 98.7  | % | 170,789             |  | 44,673 
|31. |  | Lake View Plaza               |  | IL |  | Orland Park (Chicago) |  | Fee                 |  | 100.0 | % |          |  | Built 1986    |  | 91.7  | % | 270,628             |  | 100,852
|32. |  | Lakeline Plaza                |  | TX |  | Austin                |  | Fee                 |  | 100.0 | % |          |  | Built 1998    |  | 98.4  | % | 306,317             |  | 79,431 
|33. |  | Lima Center                   |  | OH |  | Lima                  |  | Fee                 |  | 100.0 | % |          |  | Built 1978    |  | 94.2  | % | 159,584             |  | 47,294 
|34. |  | Lincoln Crossing              |  | IL |  | O'Fallon              |  | Fee                 |  | 100.0 | % |          |  | Built 1990    |  | 100.0 | % | 134,935             |  | 13,446 

23

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                              |  |    |  |                                     |  |                                 |  |       |   |          |  |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ---------------------------- |  | -- |  | ----------------------------------- |  | ------------------------------- |  | ----- | - | -------- |  | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|35. |  | Lincoln Plaza                |  | PA |  | King of Prussia                     |  | Fee                             |  | 65.8  | % |          |  | Acquired 2003 |  | 100.0 | % | 143,649             |  | 123,582
|36. |  | Mall of Georgia Crossing     |  | GA |  | Mill Creek (Atlanta)                |  | Fee                             |  | 50.0  | % | (4)      |  | Built 1999    |  | 97.8  | % | 341,503             |  | 99,109 
|37. |  | Markland Plaza               |  | IN |  | Kokomo                              |  | Fee                             |  | 100.0 | % |          |  | Built 1974    |  | 90.0  | % | 49,552              |  | 41,675 
|38. |  | Martinsville Plaza           |  | VA |  | Martinsville                        |  | Space Lease (2046)              |  | 100.0 | % |          |  | Built 1967    |  | 97.1  | % | 60,000              |  | 42,105 
|39. |  | Matteson Plaza               |  | IL |  | Matteson                            |  | Fee                             |  | 100.0 | % |          |  | Built 1988    |  | 43.5  | % | 230,885             |  | 44,570 
|40. |  | Muncie Plaza                 |  | IN |  | Muncie                              |  | Fee                             |  | 100.0 | % |          |  | Built 1998    |  | 100.0 | % | 271,656             |  | 27,195 
|41. |  | New Castle Plaza             |  | IN |  | New Castle                          |  | Fee                             |  | 100.0 | % |          |  | Built 1966    |  | 97.3  | % | 24,912              |  | 66,736 
|42. |  | North Ridge Plaza            |  | IL |  | Joliet                              |  | Fee                             |  | 100.0 | % |          |  | Built 1985    |  | 74.3  | % | 190,323             |  | 114,747
|43. |  | Northland Plaza              |  | OH |  | Columbus                            |  | Fee and Ground Lease (7) (2085) |  | 100.0 | % |          |  | Built 1988    |  | 62.7  | % | 118,304             |  | 91,230 
|44. |  | Northwood Plaza              |  | IN |  | Fort Wayne                          |  | Fee                             |  | 100.0 | % |          |  | Built 1974    |  | 92.0  | % | 99,028              |  | 71,841 
|45. |  | Park Plaza                   |  | KY |  | Hopkinsville                        |  | Fee and Ground Lease (7) (2039) |  | 100.0 | % |          |  | Built 1968    |  | 95.2  | % | 82,398              |  | 32,626 
|46. |  | Plaza at Buckland Hills, The |  | CT |  | Manchester                          |  | Fee                             |  | 35.0  | % | (14)
(4) |  | Built 1993    |  | 84.6  | % | 252,179             |  | 82,308 
|47. |  | Regency Plaza                |  | MO |  | St. Charles                         |  | Fee                             |  | 100.0 | % |          |  | Built 1988    |  | 100.0 | % | 210,627             |  | 76,899 
|48. |  | Ridgewood Court              |  | MS |  | Jackson                             |  | Fee                             |  | 35.0  | % | (14)
(4) |  | Built 1993    |  | 100.0 | % | 185,939             |  | 54,723 
|49. |  | Rockaway Convenience Center  |  | NJ |  | Rockaway (New York)                 |  | Fee                             |  | 100.0 | % |          |  | Acquired 1998 |  | 100.0 | % | 131,438             |  | 100,184
|50. |  | Royal Eagle Plaza            |  | FL |  | Coral Springs (Miami-Ft. Lauderale) |  | Fee                             |  | 35.0  | % | (14)
(4) |  | Built 1989    |  | 100.0 | % | 124,479             |  | 74,643 
|51. |  | St. Charles Towne Plaza      |  | MD |  | Waldorf (Washington, D.C.)          |  | Fee                             |  | 100.0 | % |          |  | Built 1987    |  | 68.7  | % | 292,752             |  | 113,202

24

---

SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|    |  |                              |  |    |  |                       |  |                     |  |       |   |          |  |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ---------------------------- |  | -- |  | --------------------- |  | ------------------- |  | ----- | - | -------- |  | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|52. |  | Shops at Northeast Mall, The |  | TX |  | Hurst                 |  | Fee                 |  | 100.0 | % |          |  | Built 1999    |  | 98.9  | % | 265,595             |  | 98,989 
|53. |  | Teal Plaza                   |  | IN |  | Lafayette             |  | Fee                 |  | 100.0 | % |          |  | Built 1962    |  | 100.0 | % | 98,337              |  | 2,750  
|54. |  | Terrace at the Florida Mall  |  | FL |  | Orlando               |  | Fee                 |  | 100.0 | % |          |  | Built 1989    |  | 73.8  | % | 281,446             |  | 47,531 
|55. |  | Tippecanoe Plaza             |  | IN |  | Lafayette             |  | Fee                 |  | 100.0 | % |          |  | Built 1974    |  | 95.5  | % | 85,811              |  | 8,787  
|56. |  | University Center            |  | IN |  | Mishawaka             |  | Fee                 |  | 60.0  | % |          |  | Built 1980    |  | 87.1  | % | 104,359             |  | 46,177 
|57. |  | Village Park Plaza           |  | IN |  | Carmel (Indianapolis) |  | Fee                 |  | 35.0  | % | (14)
(4) |  | Built 1990    |  | 98.3  | % | 431,018             |  | 112,430
|58. |  | Wabash Village               |  | IN |  | West Lafayette        |  | Ground Lease (2063) |  | 100.0 | % |          |  | Built 1970    |  | 12.2  | % | 109,388             |  | 15,148 
|59. |  | Washington Plaza             |  | IN |  | Indianapolis          |  | Fee                 |  | 100.0 | % |          |  | Built 1976    |  | 57.1  | % | 21,500              |  | 28,607 
|60. |  | Waterford Lakes Town Center  |  | FL |  | Orlando               |  | Fee                 |  | 100.0 | % |          |  | Built 1999    |  | 100.0 | % | 622,244             |  | 329,559
|61. |  | West Ridge Plaza             |  | KS |  | Topeka                |  | Fee                 |  | 100.0 | % |          |  | Built 1988    |  | 100.0 | % | 182,161             |  | 55,622 
|62. |  | West Town Corners            |  | FL |  | Altamonte Springs     |  | Fee                 |  | 23.3  | % | (14)
(4) |  | Built 1989    |  | 99.1  | % | 263,782             |  | 121,285
|63. |  | Westland Park Plaza          |  | FL |  | Orange Park           |  | Fee                 |  | 23.3  | % | (14)
(4) |  | Built 1989    |  | 96.3  | % | 123,548             |  | 39,606 
|64. |  | Whitehall Mall               |  | PA |  | Whitehall             |  | Fee                 |  | 39.6  | % | (4)      |  | Acquired 2003 |  | 99.0  | % | 378,642             |  | 175,079
|65. |  | White Oaks Plaza             |  | IL |  | Springfield           |  | Fee                 |  | 100.0 | % |          |  | Built 1986    |  | 98.3  | % | 275,703             |  | 115,723
|66. |  | Willow Knolls Court          |  | IL |  | Peoria                |  | Fee                 |  | 35.0  | % | (14)
(4) |  | Built 1990    |  | 100.0 | % | 309,440             |  | 72,937 
|67. |  | Yards Plaza, The             |  | IL |  | Chicago               |  | Fee                 |  | 35.0  | % | (14)
(4) |  | Built 1990    |  | 100.0 | % | 228,813             |  | 36,607 

25

---

SIMON PROPERTY GROUP, L.P.PROPERTY TABLE North American Properties

|   |  |                                      |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |             |   | Gross Leasable Area |  |            
|-- |  | ------------------------------------ |  | ---------------- |  | --------------------- |  | --- |  | ----- | - | ---- |  | ---------------- |  | ----------- | - | ------------------- |  | -----------
|
|
|   |  | OFFICE CENTERS                       |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |             |   |                     |  |            
|1. |  | O'Hare International Center          |  | IL               |  | Rosemont              |  | Fee |  | 100.0 | % |      |  | Built 1988       |  | 85.2        | % | 0                   |  | 495,546    
|2. |  | Riverway                             |  | IL               |  | Rosemont              |  | Fee |  | 100.0 | % |      |  | Acquired 1991    |  | 84.5        | % | 0                   |  | 819,201    
|   |  | MIXED-USE CENTERS                    |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |             |   |                     |  |            
|1. |  | Copley Place                         |  | MA               |  | Boston                |  | Fee |  | 98.1  | % |      |  | Acquired 2002    |  | 91.4        | % | 104,332             |  | 1,109,880  
|2. |  | Fashion Centre at Pentagon City, The |  | VA               |  | Arlington             |  | Fee |  | 42.5  | % | (4)  |  | Built 1989       |  | 99.8        | % | 472,729             |  | 514,979    
|   |  |                                      |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |             |   |                     |  |            
|   |  | Total U.S. Portfolio                 |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |             |   | 116,563,140         |  | 72,554,171 
|   |  |                                      |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |             |   |                     |  |            
|   |  | CANADA REGIONAL MALLS                |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |            
|1. |  | Forum Entertainment Centre (5)       |  |                  |  | Montreal              |  | Fee |  | 35.6  | % | (4)  |  | Built 2001       |  | 88.7        | % | 246,972             |  |           
|   |  |                                      |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |             |   |                     |  |            
|   |  | Total North American Portfolio       |  |                  |  |                       |  |     |  |       |   |      |  |                  |  | 116,810,112 |   | 72,554,171          |  | 189,364,283
|   |  |                                      |  |                  |  |                       |  |     |  |       |   |      |  |                  |  |             |   |                     |  |            
|   |  | PROPERTIES UNDER CONSTRUCTION        |  | Expected
Opening |  |                       |  |     |  |       |   |      |  |                  |  |            
|1. |  | Chicago Premium Outlets              |  | IL               |  | Aurora (Chicago)      |  |     |  | 50.0  | % | (4)  |  | 2nd Quarter 2004 |  |             |   |                     |  |            
|2. |  | Clay Terrace                         |  | IN               |  | Carmel (Indianapolis) |  |     |  | 50.0  | % | (4)  |  | 4th Quarter 2004 |  |             |   |                     |  |            
|3. |  | St. Johns Town Center                |  | FL               |  | Jacksonville          |  |     |  | 50.0  | % | (13) |  | 1st Quarter 2005 |  |             |   |                     |  |            
|4. |  | Firewheel Town Center                |  | TX               |  | Garland               |  |     |  | 100.0 | % |      |  | 4th Quarter 2005 |  |             |   |                     |  |            
|5. |  | WolfRanch                            |  | TX               |  | Georgetown (Austin)   |  |     |  | 100.0 | % |      |  | 3rd Quarter 2005 |  |             |   |                     |  |            

26

---

Footnotes:

---

Mall

Retail GLA

Office GLA

Total Mall &
Freestanding GLAArsenal Mall

204,669

105,807

310,476Fashion Mall at Keystone at the Crossing, The

378,636

30,042

408,678Greendale Mall

178,802

119,860

298,662King of Prussia Mall

1,061,060

13,696

1,074,756Lehigh Valley Mall

491,154

11,754

502,908Menlo Park Mall

705,679

50,432

756,111Oak Court Mall

188,434

129,941

318,375O'Hare International Center

12,838

482,708

495,546Oxford Valley Mall

399,116

110,558

509,674River Oaks Center

426,168

118,055

544,223Riverway

24,809

794,392

819,201Copley Place

263,058

846,822

1,109,880Fashion Centre at Pentagon City, The

345,890

169,089

514,979


27

---





The following summarizes our investments in Europe and the countries of real estate ownership and operation as of December 31, 2003:

Investment

Ownership
Interest

Properties
open and
operating

CountriesGallerie Commerciali Italia, S.p.A.

49.0
%
38

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

35.2
%
9

France, Poland, Portugal


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

Our
properties in Europe consist primarily of hypermarket anchored shopping centers. Substantially all of our European properties are anchored by either the hypermarket retailer Auchan,
primarily in Italy, who is affiliated with our partner in GCI, The Rinascente Group, or are anchored by the hypermarket Carrefour in France, Poland, and Portugal. Certain of these properties are
subject to leaseholds that entitle the lessor to receive substantially all the economic benefits of the portion of the property subject to the leasehold.

As
of December 31, 2003, our European properties were approximately 99.3% occupied. These properties contain an aggregate of approximately 8.9 million square feet of GLA,
of which approximately 3.8 million square feet is Owned GLA.

28

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SIMON PROPERTY GROUP, L.P.PROPERTY TABLE European Properties

|    |  |                                    |  |                                    |  |                        |  |      |   |      |  | Gross Leasable Area (1) |  |        
|--- |  | ---------------------------------- |  | ---------------------------------- |  | ---------------------- |  | ---- | - | ---- |  | ----------------------- |  | -------
|
|    |  | FRANCE                             |  |                                    |  |                        |  |      |   |      |  |                         |  |        
|1.  |  | Bay 2                              |  | Torcy (Paris)                      |  | Freehold               |  | 35.2 | % | 2003 |  | 132,396                 |  | 408,910
|2.  |  | Bel'Est                            |  | Bagnolet (Paris)                   |  | Freehold               |  | 12.3 | % | 1992 |  | 150,695                 |  | 62,980 
|3.  |  | Villabé A6                         |  | Villabé (Paris)                    |  | Freehold               |  | 5.3  | % | 1992 |  | 102,257                 |  | 104,507
|    |  |                                    |  |                                    |  |                        |  |      |   |      |  |                         |  |        
|    |  | Subtotal France                    |  |                                    |  |                        |  |      |   |      |  | 385,348                 |  | 576,397
|    |  | ITALY                              |  |                                    |  |                        |  |      |   |      |  |                         |  |        
|1.  |  | Ancona  Senigallia                |  | Senigallia (Ancona)                |  | Freehold               |  | 49.0 | % | 1995 |  | 41,193                  |  | 41,581 
|2.  |  | Ascoli Piceno  Grottammare        |  | Grottammare (Ascoli Piceno)        |  | Freehold               |  | 49.0 | % | 1995 |  | 38,901                  |  | 55,929 
|3.  |  | Ascoli Piceno  Porto Sant'Elpidio |  | Porto Sant'Elpidio (Ascoli Piceno) |  | Freehold               |  | 49.0 | % | 1999 |  | 47,986                  |  | 114,259
|4.  |  | Bari  Casamassima                 |  | Casamassima (Bari)                 |  | Freehold               |  | 49.0 | % | 1995 |  | 159,015                 |  | 388,825
|5.  |  | Brescia  Mazzano                  |  | Mazzano (Brescia)                  |  | Freehold/Leasehold (2) |  | 49.0 | % | 1994 |  | 103,290                 |  | 127,359
|6.  |  | Cagliari  Santa Gilla             |  | Cagliari                           |  | Freehold/Leasehold (2) |  | 49.0 | % | 1992 |  | 75,939                  |  | 114,754
|7.  |  | Catania  La Rena                  |  | Catania                            |  | Freehold               |  | 49.0 | % | 1998 |  | 124,065                 |  | 22,077 
|8.  |  | Milano  Rescaldina                |  | Rescaldina (Milano)                |  | Freehold               |  | 49.0 | % | 2000 |  | 165,108                 |  | 212,017
|9.  |  | Milano  Vimodrone                 |  | Vimodrone (Milano)                 |  | Freehold               |  | 49.0 | % | 1989 |  | 110,384                 |  | 80,202 
|10. |  | Napoli  Pompei                    |  | Pompei (Napoli)                    |  | Freehold               |  | 49.0 | % | 1990 |  | 74,314                  |  | 17,147 
|11. |  | Padova                             |  | Padova                             |  | Freehold               |  | 49.0 | % | 1989 |  | 73,324                  |  | 32,485 
|12. |  | Palermo                            |  | Palermo                            |  | Freehold               |  | 49.0 | % | 1990 |  | 73,065                  |  | 9,849  
|13. |  | Pesaro  Fano                      |  | Fano (Pesaro)                      |  | Freehold               |  | 49.0 | % | 1994 |  | 56,274                  |  | 55,951 
|14. |  | Pescara                            |  | Pescara                            |  | Freehold               |  | 49.0 | % | 1998 |  | 96,337                  |  | 65,186 
|15. |  | Pescara  Cepagatti                |  | Cepagatti (Pescara)                |  | Freehold               |  | 49.0 | % | 2001 |  | 80,213                  |  | 189,617
|16. |  | Piacenza  San Rocco al Porto      |  | San Rocco al Porto (Piacenza)      |  | Freehold               |  | 49.0 | % | 1992 |  | 104,485                 |  | 20,419 
|17. |  | Roma  Collatina                   |  | Collatina (Roma)                   |  | Freehold               |  | 49.0 | % | 1999 |  | 59,524                  |  | 4,101  
|18. |  | Sassari  Predda Niedda            |  | Predda Niedda (Sassari)            |  | Freehold/Leasehold (2) |  | 49.0 | % | 1990 |  | 56,263                  |  | 107,779
|19. |  | Taranto                            |  | Taranto                            |  | Freehold               |  | 49.0 | % | 1997 |  | 75,240                  |  | 126,508
|20. |  | Torino                             |  | Torino                             |  | Freehold               |  | 49.0 | % | 1989 |  | 105,056                 |  | 66,682 
|21. |  | Torino  Venaria                   |  | Venaria (Torino)                   |  | Freehold               |  | 49.0 | % | 1982 |  | 101,557                 |  | 64,045 
|22. |  | Venezia  Mestre                   |  | Mestre (Venezia)                   |  | Freehold               |  | 49.0 | % | 1995 |  | 114,076                 |  | 132,644
|23. |  | Vicenza                            |  | Vicenza                            |  | Freehold               |  | 49.0 | % | 1995 |  | 78,415                  |  | 20,064 
|24. |  | Brindisi-Mesagne                   |  | Mesagne (Brindisi)                 |  | Freehold               |  | 49.0 | % | 2003 |  | 88,049                  |  | 140,598

29

---

SIMON PROPERTY GROUP, L.P.PROPERTY TABLE European Properties

|    |  |                                  |  |                            |  |               |  |      |   |           |  | Gross Leasable Area (1) |  |          
|--- |  | -------------------------------- |  | -------------------------- |  | ------------- |  | ---- | - | --------- |  | ----------------------- |  | ---------
|
|25. |  | Ancona                           |  | Ancona                     |  | Leasehold (3) |  | 49.0 | % | 1993      |  | 82,947                  |  | 82,333   
|26. |  | Bergamo                          |  | Bergamo                    |  | Leasehold (3) |  | 49.0 | % | 1976      |  | 103,011                 |  | 16,921   
|27. |  | Brescia  Concesio               |  | Concesio (Brescia)         |  | Leasehold (3) |  | 49.0 | % | 1972      |  | 89,932                  |  | 27,566   
|28. |  | Cagliari  Marconi               |  | Cagliari                   |  | Leasehold (3) |  | 49.0 | % | 1994      |  | 83,549                  |  | 109,943  
|29. |  | Catania  Misterbianco           |  | Misterbianco (Catania)     |  | Leasehold (3) |  | 49.0 | % | 1989      |  | 83,259                  |  | 15,984   
|30. |  | Merate  Lecco                   |  | Merate (Lecco)             |  | Leasehold (3) |  | 49.0 | % | 1976      |  | 73,496                  |  | 88,501   
|31. |  | Milano  Cinisello-Balsamo       |  | Cinisello-Balsamo (Milano) |  | Leasehold (3) |  | 49.0 | % | 1993      |  | 68,426                  |  | 18,589   
|32. |  | Milano  Nerviano                |  | Nerviano (Milano)          |  | Leasehold (3) |  | 49.0 | % | 1991      |  | 83,840                  |  | 27,782   
|33. |  | Napoli  Mugnano di Napoli       |  | Mugnano di Napoli          |  | Leasehold (3) |  | 49.0 | % | 1992      |  | 97,952                  |  | 94,852   
|34. |  | Olbia                            |  | Olbia                      |  | Leasehold (3) |  | 49.0 | % | 1993      |  | 48,976                  |  | 48,814   
|35. |  | Roma  Casalbertone              |  | Roma                       |  | Leasehold (3) |  | 49.0 | % | 1998      |  | 62,667                  |  | 84,927   
|36. |  | Sassari  Centro Azuni           |  | Sassari                    |  | Leasehold (3) |  | 49.0 | % | 1995      |  |                        |  | 35,564   
|37. |  | Torino  Rivoli                  |  | Rivoli (Torino)            |  | Leasehold (3) |  | 49.0 | % | 1986      |  | 61,785                  |  | 32,346   
|38. |  | Verona  Bussolengo              |  | Bussolengo (Verona)        |  | Leasehold (3) |  | 49.0 | % | 1975      |  | 89,319                  |  | 75,326   
|    |  |                                  |  |                            |  |               |  |      |   |           |  |                         |  |          
|    |  | Subtotal Italy                   |  |                            |  |               |  |      |   |           |  | 3,131,232               |  | 2,969,526
|    |  | POLAND                           |  |                            |  |               |  |      |   |           |  |                         |  |          
|1.  |  | Borek Shopping Center            |  | Wroclaw                    |  | Freehold      |  | 35.2 | % | 1999      |  | 119,942                 |  | 129,393  
|2.  |  | Dabrowka Shopping Center         |  | Katowice                   |  | Freehold      |  | 35.2 | % | 1999      |  | 120,986                 |  | 172,868  
|3.  |  | Turzyn Shopping Center           |  | Szczecin                   |  | Freehold      |  | 35.2 | % | 2001      |  | 87,188                  |  | 120,943  
|4.  |  | Wilenska Station Shopping Center |  | Warsaw                     |  | Freehold      |  | 35.2 | % | 2002      |  | 92,688                  |  | 215,935  
|5.  |  | Zakopianka Shopping Center       |  | Krakow                     |  | Freehold      |  | 35.2 | % | 1998      |  | 120,190                 |  | 432,688  
|    |  |                                  |  |                            |  |               |  |      |   |           |  |                         |  |          
|    |  | Subtotal Poland                  |  |                            |  |               |  |      |   |           |  | 540,994                 |  | 1,071,827
|    |  | PORTUGAL                         |  |                            |  |               |  |      |   |           |  |                         |  |          
|1.  |  | Minho center                     |  | Braga (Porto)              |  | Leasehold (3) |  | 35.2 | % | 1997      |  | 120,018                 |  | 101,622  
|    |  |                                  |  |                            |  |               |  |      |   |           |  |                         |  |          
|    |  | TOTAL EUROPEAN ASSETS            |  |                            |  |               |  |      |   | 4,177,592 |  | 4,719,372               |  | 8,896,964
|    |  |                                  |  |                            |  |               |  |      |   |           |  |                         |  |          

Footnotes:

---

30

---



We have direct or indirect ownership interests in three parcels of land held for future development, containing an aggregate of approximately 275 acres located in
three states.



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

31

---

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIESAs of December 31, 2003
(Dollars in thousands)

|Property Name                                 |  | Interest
Rate |      | Face
Amount |         | Annual Debt
Service |   | Maturity
Date |    
|--------------------------------------------- |  | ------------- | ---- | ----------- | ------- | ------------------- | - | ------------- | ---
|Consolidated Indebtedness:                    |  |               |      |             |         |                     |   |               |    
|Secured Indebtedness:                         |  |               |      |             |         |                     |   |               |    
|Simon Property Group, LP:                     |  |               |      |             |         |                     |   |               |    
|Anderson Mall                                 |  | 6.20          | %    | $           | 29,763  |                     | $ | 2,216         |    
|Arsenal Mall  1                              |  | 6.75          | %    |             | 32,977  |                     |   | 2,724         |    
|Arsenal Mall  2                              |  | 8.20          | %    |             | 1,796   |                     |   | 286           |    
|Battlefield Mall                              |  | 4.60          | %    |             | 100,000 |                     |   | 4,603         | (2)
|Biltmore Square                               |  | 7.95          | %    |             | 26,000  |                     |   | 2,067         | (2)
|Bloomingdale Court                            |  | 7.78          | %    |             | 28,695  | (4)                 |   | 2,578         |    
|Bowie Mall                                    |  | 2.62%         | (1)  |             | 52,700  |                     |   | 1,381         | (2)
|Brunswick Square                              |  | 2.62%         | (1)  |             | 45,000  |                     |   | 1,179         | (2)
|Century III Mall                              |  | 6.20          | %    |             | 87,859  | (10)                |   | 6,541         |    
|Chesapeake Center                             |  | 8.44          | %    |             | 6,563   | (32)                |   | 554           | (2)
|Chesapeake Square                             |  | 3.87%         | (13) |             | 47,000  |                     |   | 1,819         | (2)
|Cielo Vista Mall  1                          |  | 9.38          | %    |             | 51,033  | (5)                 |   | 5,828         |    
|Cielo Vista Mall  2                          |  | 8.13          | %    |             | 675     |                     |   | 376           |    
|Cielo Vista Mall  3                          |  | 6.76          | %    |             | 36,614  | (5)                 |   | 3,039         |    
|CMBS Loan  Fixed (encumbers 7 Properties)    |  | 7.31          | %    |             | 172,290 | (6)                 |   | 14,065        |    
|CMBS Loan  Variable (encumbers 7 Properties) |  | 6.20%         | (7)  |             | 48,157  | (6)                 |   | 1,722         |    
|College Mall  1                              |  | 7.00          | %    |             | 37,013  | (8)                 |   | 3,908         |    
|College Mall  2                              |  | 6.76          | %    |             | 11,281  | (8)                 |   | 935           |    
|Copley Place                                  |  | 7.44          | %    |             | 180,836 |                     |   | 16,266        |    
|Coral Square                                  |  | 8.00          | %    |             | 88,946  |                     |   | 8,065         |    
|Crossroads Mall                               |  | 6.20          | %    |             | 44,127  |                     |   | 3,285         |    
|Crystal River                                 |  | 7.63          | %    |             | 15,867  |                     |   | 1,385         |    
|DeKalb Mall                                   |  | 9.35          | %    |             | 2,711   |                     |   | 699           |    
|Forest Mall                                   |  | 6.20          | %    |             | 17,671  | (11)                |   | 1,316         |    
|Forest Plaza                                  |  | 7.78          | %    |             | 15,738  | (4)                 |   | 1,414         |    
|Forum Shops at Caesars, The                   |  | 4.78          | %    |             | 550,000 |                     |   | 26,312        | (2)
|Greenwood Park Mall  1                       |  | 7.00          | %    |             | 31,000  | (8)                 |   | 3,273         |    
|Greenwood Park Mall  2                       |  | 6.76          | %    |             | 58,284  | (8)                 |   | 4,831         |    
|Grove at Lakeland Square, The                 |  | 8.44          | %    |             | 3,750   | (32)                |   | 317           | (2)
|Gulf View Square                              |  | 8.25          | %    |             | 34,260  |                     |   | 3,652         |    
|Henderson Square                              |  | 6.94          | %    |             | 15,625  |                     |   | 1,270         |    
|Highland Lakes Center                         |  | 6.20          | %    |             | 16,288  | (10)                |   | 1,213         |    
|Ingram Park Mall                              |  | 6.99          | %    |             | 82,423  | (24)                |   | 6,724         |    
|Jefferson Valley Mall                         |  | 2.37%         | (1)  |             | 60,000  |                     |   | 1,422         | (2)
|Keystone at the Crossing                      |  | 7.85          | %    |             | 60,518  |                     |   | 5,642         |    
|Knoxville Center                              |  | 6.99          | %    |             | 62,415  | (24)                |   | 5,092         |    
|Lake View Plaza                               |  | 7.78          | %    |             | 20,921  | (4)                 |   | 1,880         |    
|Lakeline Mall                                 |  | 7.65          | %    |             | 68,549  |                     |   | 6,300         |    
|Lakeline Plaza                                |  | 7.78          | %    |             | 22,937  | (4)                 |   | 2,061         |    
|Lincoln Crossing                              |  | 7.78          | %    |             | 3,167   | (4)                 |   | 285           |    
|Longview Mall                                 |  | 6.20          | %    |             | 33,070  | (10)                |   | 2,462         |    
|Markland Mall                                 |  | 6.20          | %    |             | 23,397  | (11)                |   | 1,742         |    
|Matteson Plaza                                |  | 7.78          | %    |             | 9,213   | (4)                 |   | 828           |    
|McCain Mall  1                               |  | 9.38          | %    |             | 23,829  | (5)                 |   | 2,721         |    
|McCain Mall  2                               |  | 6.76          | %    |             | 16,900  | (5)                 |   | 1,402         |    
|Melbourne Square                              |  | 7.42          | %    |             | 36,595  |                     |   | 3,374         |    
|Midland Park Mall                             |  | 6.20          | %    |             | 34,157  | (11)                |   | 2,543         |    
|Muncie Plaza                                  |  | 7.78          | %    |             | 7,965   | (4)                 |   | 716           |    
|North East Mall                               |  | 2.50%         | (1)  |             | 140,000 |                     |   | 3,493         | (2)
|Northlake Mall                                |  | 6.99          | %    |             | 72,003  | (24)                |   | 5,874         |    
|Oxford Valley Mall                            |  | 6.76          | %    |             | 86,418  |                     |   | 7,801         |    
|                                              |  |               |      |             |         |                     |   |               |    

32

---

|Paddock Mall                        |                                         | 8.25  | %    |   | 27,248  |           |   | 2,905  |      | 10/01/06 |     
|----------------------------------- | --------------------------------------- | ----- | ---- | - | ------- | --------- | - | ------ | ---- | -------- | ----
|Palm Beach Mall                     |                                         | 6.20  | %    |   | 54,641  |           |   | 4,068  |      | 10/10/12 |     
|Penn Square Mall                    |                                         | 7.03  | %    |   | 71,319  |           |   | 6,003  |      | 03/01/09 | (30)
|Port Charlotte Town Center          |                                         | 7.98  | %    |   | 53,250  |           |   | 4,249  | (2)  | 12/11/10 | (30)
|Raleigh Springs Mall                |                                         | 3.80% | (31) |   | 11,000  |           |   | 418    | (2)  | 12/09/05 |     
|Regency Plaza                       |                                         | 7.78  | %    |   | 4,318   | (4)       |   | 388    |      | 11/01/09 |     
|Richmond Towne Square               |                                         | 6.20  | %    |   | 47,977  | (11)      |   | 3,572  |      | 10/10/12 |     
|Riverway                            |                                         | 2.27% | (18) |   | 110,000 |           |   | 2,497  | (2)  | 10/01/06 | (3) 
|St. Charles Towne Plaza             |                                         | 7.78  | %    |   | 27,639  | (4)       |   | 2,483  |      | 11/01/09 |     
|St. Johns Town Center               |                                         | 2.37% | (1)  |   | 37,500  |           |   | 889    | (2)  | 03/02/04 |     
|Stanford Shopping Center            |                                         | 3.60% | (34) |   | 220,000 |           |   | 7,920  | (2)  | 09/11/08 |     
|Sunland Park Mall                   |                                         | 8.63% | (14) |   | 37,229  |           |   | 3,773  |      | 01/01/26 |     
|Tacoma Mall                         |                                         | 7.00  | %    |   | 131,903 |           |   | 10,778 |      | 10/01/11 |     
|Terrace at Florida Mall, The        |                                         | 8.44  | %    |   | 4,688   | (32)      |   | 396    | (2)  | 06/15/05 | (30)
|Tippecanoe Mall  1                 |                                         | 8.45  | %    |   | 41,676  |           |   | 4,647  |      | 01/01/05 |     
|Tippecanoe Mall  2                 |                                         | 6.81  | %    |   | 15,049  |           |   | 1,253  |      | 01/01/05 |     
|Towne East Square  1               |                                         | 7.00  | %    |   | 48,935  | (8)       |   | 5,167  |      | 01/01/09 |     
|Towne East Square  2               |                                         | 6.81  | %    |   | 23,513  | (8)       |   | 1,958  |      | 01/01/09 |     
|Towne West Square                   |                                         | 6.99  | %    |   | 53,952  | (24)      |   | 4,402  |      | 08/11/11 |     
|Treasure Coast Square  1           |                                         | 7.42  | %    |   | 50,254  |           |   | 3,729  | (2)  | 01/01/06 |     
|Treasure Coast Square  2           |                                         | 8.06  | %    |   | 11,736  |           |   | 946    | (2)  | 01/01/06 |     
|Trolley Square                      |                                         | 9.03  | %    |   | 29,133  |           |   | 2,880  |      | 08/01/10 | (30)
|University Park Mall                |                                         | 7.43  | %    |   | 58,799  |           |   | 4,958  |      | 10/01/07 |     
|Valle Vista Mall  1                |                                         | 9.38  | %    |   | 31,561  | (5)       |   | 3,604  |      | 05/01/07 |     
|Valle Vista Mall  2                |                                         | 6.81  | %    |   | 7,515   | (5)       |   | 626    |      | 05/01/07 |     
|Waterford Lakes                     |                                         | 2.42% | (1)  |   | 68,000  |           |   | 1,646  | (2)  | 08/16/04 |     
|West Ridge Plaza                    |                                         | 7.78  | %    |   | 5,567   | (4)       |   | 500    |      | 11/01/09 |     
|White Oaks Mall                     |                                         | 2.22% | (1)  |   | 48,563  |           |   | 1,078  | (2)  | 02/25/08 | (3) 
|White Oaks Plaza                    |                                         | 7.78  | %    |   | 16,987  | (4)       |   | 1,526  |      | 11/01/09 |     
|Wolfchase Galleria                  |                                         | 7.80  | %    |   | 74,437  |           |   | 6,911  |      | 06/30/07 |     
|                                    |                                         |       |      |   |         |           |   |        |      |         
|                                    | Total Consolidated Secured Indebtedness |       |      |   | $       | 4,179,385 |   |        |      |          |     
|Unsecured Indebtedness:             |                                         |       |      |   |         |           |   |        |      |          |     
|Simon Property Group, LP:           |                                         |       |      |   |         |           |   |        |      |          |     
|Unsecured Revolving Credit Facility |                                         | 1.77% | (16) | $ | 327,901 |           | $ | 5,804  | (2)  | 04/16/06 | (3) 
|Medium Term Notes  1               |                                         | 7.13  | %    |   | 100,000 |           |   | 7,125  | (15) | 06/24/05 |     
|Medium Term Notes  2               |                                         | 7.13  | %    |   | 180,000 |           |   | 12,825 | (15) | 09/20/07 |     
|SPG, L.P. Unsecured Term Loan  1   |                                         | 1.92% | (1)  |   | 65,000  |           |   | 1,248  | (2)  | 03/15/04 |     
|SPG, L.P. Unsecured Term Loan  2   |                                         | 1.77% | (1)  |   | 150,000 |           |   | 2,655  | (2)  | 02/28/04 |     
|SPG, L.P. Unsecured Euro Term Loan  |                                         | 2.70% | (9)  |   | 204,679 |           |   | 5,527  | (2)  | 12/16/06 | (3) 
|Unsecured Notes  1                 |                                         | 6.88  | %    |   | 250,000 |           |   | 17,188 | (15) | 11/15/06 |     
|Unsecured Notes  2A                |                                         | 6.75  | %    |   | 100,000 |           |   | 6,750  | (15) | 07/15/04 |     
|Unsecured Notes  2B                |                                         | 7.00  | %    |   | 150,000 |           |   | 10,500 | (15) | 07/15/09 |     
|Unsecured Notes  3                 |                                         | 6.88  | %    |   | 150,000 |           |   | 10,313 | (15) | 10/27/05 |     
|Unsecured Notes  4B                |                                         | 6.75  | %    |   | 300,000 |           |   | 20,250 | (15) | 06/15/05 |     
|Unsecured Notes  4C                |                                         | 7.38  | %    |   | 200,000 |           |   | 14,750 | (15) | 06/15/18 |     
|Unsecured Notes  5A                |                                         | 6.75  | %    |   | 300,000 |           |   | 20,250 | (15) | 02/09/04 |     
|Unsecured Notes  5B                |                                         | 7.13  | %    |   | 300,000 |           |   | 21,375 | (15) | 02/09/09 |     
|Unsecured Notes  6A                |                                         | 7.38  | %    |   | 300,000 |           |   | 22,125 | (15) | 01/20/06 |     
|Unsecured Notes  6B                |                                         | 7.75  | %    |   | 200,000 |           |   | 15,500 | (15) | 01/20/11 |     
|Unsecured Notes  7                 |                                         | 6.38  | %    |   | 750,000 |           |   | 47,813 | (15) | 11/15/07 |     
|Unsecured Notes  8A                |                                         | 6.35  | %    |   | 350,000 |           |   | 22,225 | (15) | 08/28/12 |     
|Unsecured Notes  8B                |                                         | 5.38  | %    |   | 150,000 |           |   | 8,063  | (15) | 08/28/08 |     
|Unsecured Notes  9A                |                                         | 4.88  | %    |   | 300,000 |           |   | 14,625 | (15) | 03/18/10 |     
|Unsecured Notes  9B                |                                         | 5.45  | %    |   | 200,000 |           |   | 10,900 | (15) | 03/15/13 |     
|                                    |                                         |       |      |   |         |           |   |        |      |          |     

33

---

|Mandatory Par Put Remarketed Securities           |                                                 | 7.00  | %    |   | 200,000   |            |      | 14,000 | (15) | 06/15/08 | (17)
|------------------------------------------------- | ----------------------------------------------- | ----- | ---- | - | --------- | ---------- | ---- | ------ | ---- | -------- | ----
|Floating Rate Mandatory Extension Notes           |                                                 | 1.92% | (12) |   | 113,100   |            |      | 2,172  | (2)  | 11/15/14 |     
|                                                  |                                                 |       |      |   |           |            |      |        |      |         
|                                                  |                                                 |       |      |   | 5,340,680 |            |      |        |      |          |     
|Shopping Center Associates, subsidiary:           |                                                 |       |      |   |           |            |      |        |      |          |     
|Unsecured Notes  SCA 1                           |                                                 | 6.75  | %    |   | 150,000   |            |      | 10,125 | (15) | 01/15/04 |     
|Unsecured Notes  SCA 2                           |                                                 | 7.63  | %    |   | 110,000   |            |      | 8,388  | (15) | 05/15/05 |     
|                                                  |                                                 |       |      |   |           |            |      |        |      |         
|                                                  |                                                 |       |      |   | 260,000   |            |      |        |      |          |     
|The Retail Property Trust, subsidiary:            |                                                 |       |      |   |           |            |      |        |      |          |     
|Unsecured Notes  CPI 3                           |                                                 | 7.75  | %    |   | 150,000   |            |      | 11,625 | (15) | 08/15/04 |     
|Unsecured Notes  CPI 4                           |                                                 | 7.18  | %    |   | 75,000    |            |      | 5,385  | (15) | 09/01/13 |     
|Unsecured Notes  CPI 5                           |                                                 | 7.88  | %    |   | 250,000   |            |      | 19,688 | (15) | 03/15/16 |     
|                                                  |                                                 |       |      |   |           |            |      |        |      |         
|                                                  |                                                 |       |      |   | 475,000   |            |      |        |      |          |     
|                                                  |                                                 |       |      |   |           |            |      |        |      |         
|                                                  | Total Consolidated Unsecured Indebtedness       |       |      |   | $         | 6,075,680  |      |        |      |          |     
|                                                  |                                                 |       |      |   |           |            |      |        |      |         
|                                                  | Total Consolidated Indebtedness at Face Amounts |       |      |   | $         | 10,255,065 |      |        |      |          |     
|                                                  | Fair Value Interest Rate Swaps                  |       |      |   |           | 1,195      | (28) |        |      |          |     
|                                                  | Net Premium on Indebtedness                     |       |      |   |           | 36,591     |      |        |      |          |     
|                                                  | Net Discount on Indebtedness                    |       |      |   |           | (26,463    | )    |        |      |          |     
|                                                  |                                                 |       |      |   |           |            |      |        |      |         
|                                                  | Total Consolidated Indebtedness                 |       |      |   | $         | 10,266,388 | (23) |        |      |          |     
|                                                  |                                                 |       |      |   |           |            |      |        |      |         
|Joint Venture Indebtedness:                       |                                                 |       |      |   |           |            |      |        |      |          |     
|Secured Indebtedness:                             |                                                 |       |      |   |           |            |      |        |      |          |     
|Simon Property Group, LP:                         |                                                 |       |      |   |           |            |      |        |      |          |     
|Apple Blossom Mall                                |                                                 | 7.99  | %    | $ | 39,567    |            | $    | 3,607  |      | 09/10/09 |     
|Atrium at Chestnut Hill                           |                                                 | 6.89  | %    |   | 47,812    |            |      | 3,880  |      | 03/11/11 | (30)
|Auburn Mall                                       |                                                 | 7.99  | %    |   | 46,322    |            |      | 4,222  |      | 09/10/09 |     
|Aventura Mall  A                                 |                                                 | 6.55  | %    |   | 141,000   |            |      | 9,231  | (2)  | 04/06/08 |     
|Aventura Mall  B                                 |                                                 | 6.60  | %    |   | 25,400    |            |      | 1,675  | (2)  | 04/06/08 |     
|Aventura Mall  C                                 |                                                 | 6.89  | %    |   | 33,600    |            |      | 2,314  | (2)  | 04/06/08 |     
|Avenues, The                                      |                                                 | 5.29  | %    |   | 79,260    |            |      | 5,325  |      | 04/01/13 |     
|Bangor Mall                                       |                                                 | 7.06  | %    |   | 24,051    |            |      | 2,302  |      | 12/01/07 |     
|Cape Cod Mall                                     |                                                 | 6.80  | %    |   | 97,222    |            |      | 7,821  |      | 03/11/11 |     
|Circle Centre Mall                                |                                                 | 5.02  | %    |   | 79,268    |            |      | 5,165  |      | 04/11/13 |     
|Clay Terrace Partners                             |                                                 | 2.87% | (1)  |   | 22,847    |            |      | 656    | (2)  | 02/15/04 |     
|CMBS Loan  Fixed (encumbers 13 Properties)       |                                                 | 7.52  | %    |   | 357,100   | (19)       |      | 26,871 | (2)  | 05/15/06 |     
|CMBS Loan  1 Floating (encumbers 13 Properties)  |                                                 | 1.53% | (1)  |   | 186,500   | (19)       |      | 2,853  | (2)  | 05/15/06 |     
|CMBS Loan  2 Floating (encumbers 13 Properties)  |                                                 | 1.49% | (1)  |   | 81,400    | (19)       |      | 1,212  | (2)  | 05/15/06 |     
|Cobblestone Court                                 |                                                 | 7.64  | %    |   | 6,178     | (20)       |      | 472    | (2)  | 01/01/06 |     
|Crystal Court                                     |                                                 | 7.64  | %    |   | 4,044     | (20)       |      | 309    | (2)  | 01/01/06 |     
|Crystal Mall                                      |                                                 | 5.62  | %    |   | 104,344   |            |      | 7,319  |      | 09/11/12 | (30)
|Dadeland Mall                                     |                                                 | 6.75  | %    |   | 196,290   |            |      | 15,566 |      | 02/11/12 | (30)
|Emerald Square Mall                               |                                                 | 5.13  | %    |   | 143,548   |            |      | 9,479  |      | 03/01/13 |     
|European Retail Enterprises  Fixed Components    |                                                 | 6.49  | %    |   | 72,363    |            |      | 10,821 |      | 01/17/13 |     
|European Retail Enterprises  Variable Components |                                                 | 4.27% | (29) |   | 188,834   |            |      | 11,428 |      | 09/05/13 |     
|Fairfax Court                                     |                                                 | 7.64  | %    |   | 10,318    | (20)       |      | 788    | (2)  | 01/01/06 |     
|Fashion Centre Pentagon Retail                    |                                                 | 6.63  | %    |   | 163,085   |            |      | 12,838 |      | 09/11/11 | (30)
|Fashion Centre Pentagon Office                    |                                                 | 2.62% | (1)  |   | 33,000    |            |      | 865    | (2)  | 09/10/04 |     
|Fashion Valley Mall  1                           |                                                 | 6.49  | %    |   | 166,263   |            |      | 13,255 |      | 10/11/08 | (30)
|Fashion Valley Mall  2                           |                                                 | 6.58  | %    |   | 29,124    |            |      | 1,915  | (2)  | 10/11/08 | (30)
|Florida Mall, The                                 |                                                 | 7.55  | %    |   | 262,948   |            |      | 22,766 |      | 12/10/10 |     
|Galleria Commerciali Italia                       |                                                 | 3.30% | (33) |   | 618,294   |            |      | 20,405 | (2)  | 06/22/05 | (3) 
|Gaitway Plaza                                     |                                                 | 7.64  | %    |   | 7,348     | (20)       |      | 561    | (2)  | 01/01/06 |     
|                                                  |                                                 |       |      |   |           |            |      |        |      |          |     

34

---

|Great Northeast Plaza        |                                                          | 9.04  | %    |  | 16,751  |           |      | 1,744  |     | 06/01/06 |     
|---------------------------- | -------------------------------------------------------- | ----- | ---- |  | ------- | --------- | ---- | ------ | --- | -------- | ----
|Greendale Mall               |                                                          | 8.23  | %    |  | 40,713  |           |      | 3,779  |     | 12/10/06 |     
|Gwinnett Place  1           |                                                          | 7.54  | %    |  | 37,454  |           |      | 3,412  |     | 04/01/07 |     
|Gwinnett Place  2           |                                                          | 7.25  | %    |  | 82,568  |           |      | 7,070  |     | 04/01/07 |     
|Highland Mall                |                                                          | 6.83  | %    |  | 69,297  |           |      | 5,571  |     | 07/11/11 |     
|Houston Galleria  1         |                                                          | 7.93  | %    |  | 217,595 |           |      | 19,684 |     | 12/01/05 | (30)
|Houston Galleria  2         |                                                          | 2.62% | (1)  |  | 83,558  |           |      | 2,189  | (2) | 06/25/07 | (3) 
|Indian River Commons         |                                                          | 7.58  | %    |  | 8,136   |           |      | 710    |     | 11/01/04 |     
|Indian River Mall            |                                                          | 7.58  | %    |  | 45,145  |           |      | 3,941  |     | 11/01/04 |     
|King of Prussia  1          |                                                          | 7.49  | %    |  | 192,940 |           |      | 23,183 |     | 01/01/17 |     
|King of Prussia  2          |                                                          | 8.53  | %    |  | 13,259  |           |      | 1,685  |     | 01/01/17 |     
|Liberty Tree Mall            |                                                          | 5.22  | %    |  | 35,000  |           |      | 1,827  | (2) | 10/11/13 |     
|Mall at Rockingham           |                                                          | 7.88  | %    |  | 96,938  |           |      | 8,705  |     | 09/01/07 |     
|Mall at Chestnut Hill        |                                                          | 8.45  | %    |  | 14,696  |           |      | 1,396  |     | 02/02/10 |     
|Mall of America              |                                                          | 1.65% | (21) |  | 278,429 |           |      | 4,608  | (2) | 03/10/05 | (3) 
|MOA Entertainment            |                                                          | 1.65% | (21) |  | 33,571  |           |      | 556    | (2) | 03/10/05 | (3) 
|Mall of Georgia              |                                                          | 7.09  | %    |  | 200,000 |           |      | 14,180 | (2) | 07/01/10 |     
|Mall of Georgia Crossing     |                                                          | 3.12% | (1)  |  | 33,214  |           |      | 2,824  |     | 06/09/06 |     
|Mall of New Hampshire  1    |                                                          | 6.96  | %    |  | 100,395 |           |      | 8,345  |     | 10/01/08 | (30)
|Mall of New Hampshire  2    |                                                          | 8.53  | %    |  | 8,239   |           |      | 786    |     | 10/01/08 |     
|Metrocenter                  |                                                          | 8.45  | %    |  | 28,777  |           |      | 3,031  |     | 02/28/08 |     
|Miami International Mall     |                                                          | 5.35  | %    |  | 97,500  |           |      | 5,216  | (2) | 10/01/13 |     
|Montgomery Mall              |                                                          | 7.48  | %    |  | 27,000  |           |      | 2,020  | (2) | 08/10/06 |     
|Montreal Forum  Canada      |                                                          | 5.76% | (22) |  | 43,159  |           |      | 2,486  | (2) | 08/08/06 | (3) 
|Northfield Square            |                                                          | 3.62% | (25) |  | 34,670  |           |      | 1,255  | (2) | 04/01/04 |     
|Northshore Mall              |                                                          | 9.05  | %    |  | 161,000 |           |      | 14,571 | (2) | 05/14/04 |     
|Quaker Bridge Mall           |                                                          | 7.03  | %    |  | 24,077  |           |      | 2,407  |     | 04/01/16 |     
|Plaza at Buckland Hills, The |                                                          | 7.64  | %    |  | 17,678  | (20)      |      | 1,351  | (2) | 01/01/06 |     
|Ridgewood Court              |                                                          | 7.64  | %    |  | 7,978   | (20)      |      | 610    | (2) | 01/01/06 |     
|Royal Eagle Plaza            |                                                          | 7.64  | %    |  | 7,920   | (20)      |      | 605    | (2) | 01/01/06 |     
|Seminole Towne Center        |                                                          | 3.62% | (26) |  | 69,355  |           |      | 3,445  |     | 07/01/05 | (3) 
|Shops at Sunset Place, The   |                                                          | 4.12% | (1)  |  | 95,315  |           |      | 3,927  | (2) | 10/15/04 |     
|Smith Haven Mall             |                                                          | 7.86  | %    |  | 115,000 |           |      | 9,039  | (2) | 06/01/06 |     
|Solomon Pond                 |                                                          | 3.97  | %    |  | 114,000 |           |      | 6,505  |     | 08/01/13 |     
|Source, The                  |                                                          | 6.65  | %    |  | 124,000 |           |      | 8,246  | (2) | 03/11/09 |     
|Square One                   |                                                          | 6.73  | %    |  | 93,363  |           |      | 7,380  |     | 03/11/12 |     
|Town Center at Cobb  1      |                                                          | 7.54  | %    |  | 47,718  |           |      | 4,347  |     | 04/01/07 |     
|Town Center at Cobb  2      |                                                          | 7.25  | %    |  | 62,837  |           |      | 5,381  |     | 04/01/07 |     
|Village Park Plaza           |                                                          | 7.64  | %    |  | 8,482   | (20)      |      | 648    | (2) | 01/01/06 |     
|West Town Corners            |                                                          | 7.64  | %    |  | 10,328  | (20)      |      | 789    | (2) | 01/01/06 |     
|West Town Mall               |                                                          | 6.90  | %    |  | 76,000  |           |      | 5,244  | (2) | 05/01/08 | (30)
|Westchester, The  1         |                                                          | 8.74  | %    |  | 144,712 |           |      | 14,478 |     | 09/01/05 |     
|Westchester, The  2         |                                                          | 7.20  | %    |  | 51,178  |           |      | 4,399  |     | 09/01/05 |     
|Westin Hotel  NYC           |                                                          | 3.87% | (1)  |  | 182,500 |           |      | 7,063  | (2) | 06/05/06 |     
|Westland Park Plaza          |                                                          | 7.64  | %    |  | 4,950   | (20)      |      | 378    | (2) | 01/01/06 |     
|Whitehall Mall               |                                                          | 6.77  | %    |  | 14,149  |           |      | 1,282  |     | 11/01/08 |     
|Willow Knolls Court          |                                                          | 7.64  | %    |  | 6,488   | (20)      |      | 496    | (2) | 01/01/06 |     
|Woodland Hills Mall          |                                                          | 7.00  | %    |  | 85,244  |           |      | 7,185  |     | 01/01/09 | (30)
|Yards Plaza, The             |                                                          | 7.64  | %    |  | 8,270   | (20)      |      | 632    | (2) | 01/01/06 |     
|                             |                                                          |       |      |  |         |           |      |        |     |         
|                             | Total Joint Venture Secured Indebtedness at Face Amounts |       |      |  | $       | 6,638,876 |      |        |     |          |     
|                             | Net Premium on Indebtedness                              |       |      |  | $       | 4,176     |      |        |     |          |     
|                             |                                                          |       |      |  |         |           |      |        |     |         
|                             | Total Joint Venture Indebtedness                         |       |      |  | $       | 6,643,052 | (27) |        |     |          |     
|                             |                                                          |       |      |  |         |           |      |        |     |         

(Footnotes on following page)

35

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(Footnotes for preceding pages)

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36

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Item 3. Legal Proceedings

Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al.On or about November 9, 1999,
Triple Five of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America, certain members of the
Simon family and entities allegedly controlled by such individuals, and us. The action was later removed to federal court. Two transactions form the basis of the complaint: (i) the sale by
Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America Company and Minntertainment Company to the Operating Partnership and
related entities; and (ii) a financing transaction involving a loan in the amount of $312.0 million obtained from The Chase Manhattan Bank that is secured by a mortgage placed on Mall of
America's assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names
all defendants in several counts, we are specifically identified as a defendant in connection with the sale by Teachers. On August 12, 2002, the court granted in part and denied in part motions
for partial summary judgment filed by the parties.

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

We
disagree with many aspects of the Order and have appealed the Order to the United States Court of Appeals for the Eighth Circuit. We are currently working with the Special Master
appointed by the court. It is not possible to provide an assurance of the ultimate outcome of the litigation.

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

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

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

None.

37

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Part II

Item 5.    Market for the Registrant and Related Unitholder Matters



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

Declared
Distribution20031st Quarter

$
0.602nd Quarter

$
0.603rd Quarter

$
0.604th Quarter

$
0.6020021st Quarter

$
0.5252nd Quarter

$
0.553rd Quarter

$
0.554th Quarter

$
0.55




The number of holders of units was 253 as of February 17, 2004.



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



We issued 3,328,540 units of Series H Variable Rate Preferred Units on December 15, 2003 to Simon Property for cash proceeds in the amount of
$83.2 million. We used a portion of the proceeds to fund the redemption of our 6.5% Series B Convertible Preferred Units which were called for redemption on December 15, 2003. The
Series H preferred units were not registered under the Securities Act of 1933, as amended, in reliance upon the exemption contained in Section 4(2) regarding private transactions.

38

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Item 6.    Selected Financial Data

The following tables set forth selected financial data. The selected financial data should be read in conjunction with the financial statements
and notes thereto and with Management's Discussion and Analysis of Financial Condition and Results of Operations. Other data we believe is important in understanding trends in the Operating
Partnership's business is also included in the tables.

|                                     |                                            | As of or for the Year Ended December 31, |  
|------------------------------------ | ------------------------------------------ | ---------------------------------------- | -
|
|
|OPERATING DATA:                      |                                            |                                          |  
|                                     | Total consolidated revenue                 |                                          | $
|                                     | Income from continuing operations          |                                          |  
|                                     | Net income available to common unitholders |                                          | $
|BASIC EARNINGS PER UNIT:             |                                            |                                          |  
|                                     | Income from continuing operations          |                                          | $
|                                     | Discontinued operations                    |                                          |  
|                                     | Cumulative effect of accounting change     |                                          |  
|                                     |                                            |                                          |  
|                                     | Net income                                 |                                          | $
|                                     |                                            |                                          |  
|                                     | Weighted average units outstanding         |                                          |  
|DILUTED EARNINGS PER UNIT:           |                                            |                                          |  
|                                     | Income from continuing operations          |                                          | $
|                                     | Discontinued operations                    |                                          |  
|                                     | Cumulative effect of accounting change     |                                          |  
|                                     |                                            |                                          |  
|                                     | Net income                                 |                                          | $
|                                     |                                            |                                          |  
|                                     | Diluted weighted average units outstanding |                                          |  
|                                     | Distributions per unit (2)                 |                                          | $
|BALANCE SHEET DATA:                  |                                            |                                          |  
|                                     | Cash and cash equivalents                  |                                          | $
|                                     | Total assets                               |                                          |  
|                                     | Mortgages and other notes payable          |                                          |  
|                                     | Partners' equity                           |                                          | $
|OTHER DATA:                          |                                            |                                          |  
|Cash flow provided by (used in): (4) |                                            |                                          |  
|                                     | Operating activities                       |                                          | $
|                                     |                                            | Investing activities                     |  
|                                     |                                            | Financing activities                     |  
|                                     |                                            | Ratio of Earnings to Fixed Charges (3)   |  
|                                     |                                            |                                          |  

---

Notes

39

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

You should read the following discussion in conjunction with the financial statements and notes thereto that are included in this report. Certain
statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe
the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual
results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties incidental to the ownership and
operation of commercial real estate include, but are not limited to: national, international, regional and local economic climates, competitive market forces, changes in market rental rates, trends in
the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks associated with acquisitions, the impact of terrorist activities, environmental
liabilities, maintenance of Simon Property's REIT status, the availability of financing, and changes in market rates of interest and fluctuations in exchange rates of foreign currencies. We undertake
no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Overview

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

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls and community shopping centers. As of December 31, 2003, we owned or held an interest in 245 income-producing properties in North America, which consisted of 174 regional
malls, 67 community shopping centers, and four office and mixed-use properties in 37 states and Canada (collectively, the "Properties", and individually, a "Property").
Mixed-use properties are properties that include a combination of retail space, office space, and/or hotel components. We also own interests in three parcels of land held for future
development (together with the Properties, the "Portfolio"). Finally, we have ownership interests in 47 assets in Europe (France, Italy, Poland and Portugal).



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

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

We
own and operate long-term properties which generate revenues primarily from long-term leases; therefore, as part of our financing strategy we believe that our
properties should be financed primarily with long-term fixed rate debt. As a result, we manage our effective amount of floating rate debt to be approximately 15-20% of total
outstanding indebtedness and enter into interest rate swap agreements. We believe this strategy is the most appropriate for the long term health of our company. Our $1.25 billion credit
facility ("Credit Facility") provides a source of liquidity and flexibility in our capital strategy as our cash needs vary from time to time.

40

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Finally,
we derive our liquidity primarily from our leases that generate positive net cash flow from operations and distributions from unconsolidated entities that totaled
$1.1 billion in 2003. In addition, we generate the majority of our revenues from leases with retail tenants including:

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



Our core business fundamentals remained stable during 2003. Regional mall comparable sales per square foot ("psf") strengthened in 2003, increasing 2.8% to $402
psf from $391 in 2002, as the overall economy begins to show signs of recovery and as a result of our dispositions of lower quality Properties. Our regional mall average base rents increased 5.1% to
$32.22 psf from $30.66 psf. In addition, we maintained strong regional mall leasing spreads of $8.27 psf in 2003 increasing from $7.71 psf in 2002. The regional mall leasing spread for 2003 includes
new store leases signed at an average of $41.21 psf initial base rents as compared to $32.94 psf for store leases terminating or expiring in the same period. Our same store leasing spread for 2003 was
$7.05 or a 18.7% growth rate and is calculated by comparing leasing activity completed in 2003 with the prior tenants rents for those exact same spaces. Finally, our regional mall occupancy was down
by 30 basis points to 92.4% as of December 31, 2003 from 92.7% as of December 31, 2002 primarily due to retailer bankruptcy-related closings during the last four months of the year.

During
2003, we completed acquisitions or increases in ownership of core Properties through the following transactions:

In
addition, during 2003, we realized the full year benefits of the acquisitions we made during 2002 consisting primarily of the Rodamco North America, N.V. acquisition (the "Rodamco
acquisition"). These acquisitions increased consolidated total revenues in 2003 by $74.3 million and consolidated operating income by $22.1 million compared to the year ended
December 31, 2002.

On
October 8, 2003, Simon Property and Westfield America, Inc. ("Westfield"), the U.S. subsidiary of Westfield America Trust, withdrew their tender offer for the
outstanding common shares of Taubman Centers, Inc. The withdrawal of the tender offer followed the enactment of a law, which amended the Michigan Control Share Acquisitions Act and which
allowed the Taubman family group to effectively block their ability to conclude the tender offer. Under the terms of our partnership agreement, we reimburse the operating expenses incurred by Simon
Property. As a result we expensed deferred acquisition costs of $10.6 million, net, related to this acquisition during 2003.

41

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We
invested approximately $283 million in development and redevelopment/expansion opportunities in 2003. Our openings in 2003 were highlighted by the opening of Las Vegas Premium
Outlets in Las Vegas, NV consisting of 435,000 square feet of GLA and the expansion of the Galleria in Houston, TX consisting of 696,000 square feet of GLA. We expect to
invest in excess of $450 million in 2004 on development and redevelopment/expansion opportunities, highlighted by the opening of the phase three expansion of Forum Shops.

We
lowered our overall borrowing rates by 27 basis points during the year as a result of our financing activities related to indebtedness. Our financing activities were highlighted by
three significant transactions:

Finally,
we increased our presence in Europe and expanded our relationships with Europe's leading retailers through our partnership with The Rinascente Group, an Italian retailer
company. We jointly formed the joint venture Gallerie Commerciali Italia S.p.A ("GCI"), which owns a geographically diverse portfolio in Italy of 38 shopping centers as of December 31,
2003 and all but one of which are anchored by hypermarkets. The Rinascente Group contributed these 38 existing shopping centers as well as development opportunities to GCI and then sold 49% of GCI to
us. The initial gross value of GCI was approximately €860 million and our initial equity investment was approximately €187 million, or
$232 million.

Based
upon current business and market conditions, we expect to maintain similar operating trends in 2004.

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

42

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

|                                  |  | 2003 |       | % Change |      | 2002 |   | % Change |   | 2001 |    | % Change |      
|--------------------------------- |  | ---- | ----- | -------- | ---- | ---- | - | -------- | - | ---- | -- | -------- | -----
|Regional Malls                    |  |      |       |          |      |      |   |          |   |      |    |          |      
|Occupancy                         |  |      |       |          |      |      |   |          |   |      |    |          |      
|Consolidated                      |  |      | 92.2  | %        |      |      |   | 92.3     | % |      |    |          | 91.2 
|Unconsolidated                    |  |      | 92.7  | %        |      |      |   | 93.5     | % |      |    |          | 93.3 
|Total Portfolio                   |  |      | 92.4  | %        |      |      |   | 92.7     | % |      |    |          | 91.9 
|Average Base Rent per Square Foot |  |      |       |          |      |      |   |          |   |      |    |          |      
|Consolidated                      |  | $    | 31.21 |          | 5.5  | %    | $ | 29.59    |   | 4.5  | %  | $        | 28.32
|Unconsolidated                    |  | $    | 33.73 |          | 3.8  | %    | $ | 32.50    |   | 5.3  | %  | $        | 30.87
|Total Portfolio                   |  | $    | 32.22 |          | 5.1  | %    | $ | 30.66    |   | 4.8  | %  | $        | 29.24
|Comparable Sales Per Square Foot  |  |      |       |          |      |      |   |          |   |      |    |          |      
|Consolidated                      |  | $    | 388   |          | 3.9  | %    | $ | 373      |   | 1.5  | %  | $        | 367  
|Unconsolidated                    |  | $    | 427   |          | 0.5  | %    | $ | 425      |   | 2.4  | %  | $        | 415  
|Total Portfolio                   |  | $    | 402   |          | 2.9  | %    | $ | 391      |   | 2.0  | %  | $        | 383  
|Community Shopping Centers        |  |      |       |          |      |      |   |          |   |      |    |          |      
|Occupancy                         |  |      |       |          |      |      |   |          |   |      |    |          |      
|Consolidated                      |  |      | 87.1  | %        |      |      |   | 84.9     | % |      |    |          | 89.8 
|Unconsolidated                    |  |      | 96.3  | %        |      |      |   | 91.2     | % |      |    |          | 90.4 
|Total Portfolio                   |  |      | 90.2  | %        |      |      |   | 86.9     | % |      |    |          | 89.3 
|Average Base Rent per Square Foot |  |      |       |          |      |      |   |          |   |      |    |          |      
|Consolidated                      |  | $    | 11.01 |          | 7.5  | %    | $ | 10.24    |   | 4.6  | %  | $        | 9.79 
|Unconsolidated                    |  | $    | 9.77  |          | (0.9 | )%   | $ | 9.86     |   | (0.6 | )% | $        | 9.92 
|Total Portfolio                   |  | $    | 10.59 |          | 4.6  | %    | $ | 10.12    |   | 2.5  | %  | $        | 9.87 
|Comparable Sales Per Square Foot  |  |      |       |          |      |      |   |          |   |      |    |          |      
|Consolidated                      |  | $    | 210   |          | 6.6  | %    | $ | 197      |   | 2.0  | %  | $        | 193  
|Unconsolidated                    |  | $    | 206   |          | 1.6  | %    | $ | 203      |   | (6.6 | )% | $        | 217  
|Total Portfolio                   |  | $    | 209   |          | 4.8  | %    | $ | 199      |   | (1.1 | )% | $        | 201  

Significant Accounting Policies

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

43

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Results of Operations

The following acquisitions, dispositions, and openings affected our consolidated results from continuing operations in the comparative periods:

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

For
the purposes of the following comparison between the years ended December 31, 2003 and December 31, 2002, the above transactions are referred to as the Property
Transactions. In the following discussions of our results of operations, "comparable" refers to Properties open and operating throughout both the current and prior year.

Our
discontinued operations resulted from the sale of the following Properties as of December 31, 2003 (date of sale):

In
addition to the Property Transactions, on March 14, 2003, we purchased the remaining ownership interest in Forum Shops which impacted our minority interest expense,
depreciation expense, and interest expense. On January 1, 2003, we acquired all of the remaining equity interests of the Management Company that resulted in the consolidation of the Management
Company at that point. The Management Company was previously accounted for using the equity method during 2002 and 2001.



Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $76.1 million during the period. The net effect
of the Property Transactions increased minimum rents $45.1 million and the purchase accounting estimation of the fair market value of in-place leases as part of our acquisitions,
increased rents by $6.2 million. Comparable rents increased $24.8 million. This was primarily due to the leasing of space at higher rents that resulted in an increase in base rents of
$24.3 million. In addition, increased rents from carts, kiosks, and renting unoccupied in-line space increased comparable rents from temporary tenant income by $4.5 million.
These increases were offset by a $4.2 million decrease in straight-line rent revenue.

44

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The
Management Company recorded fee revenues of $58.5 million and insurance premium revenues of $19.8 million.

Total
other income, excluding consolidated Simon Brand and Simon Business initiatives, decreased $16.9 million. The impact of the consolidation of the Management Company included
the addition of $7.0 million of investment income primarily from the insurance subsidiaries and the elimination of consolidated intercompany interest and dividend income that totaled
$13.6 million in 2002 received from the Management Company previously recorded in other income in 2002. In addition, outlot land sales decreased by $2.6 million due to higher than normal
activity in 2002 and lease settlement income decreased $2.4 million. In addition, other income in 2002 included the impact of our hedges of the Rodamco acquisition in 2002, of which
$7.8 million was included in other income and $0.7 million of expense is included in other expenses.

Consolidated
revenues from Simon Brand and Simon Business initiatives increased $19.3 million to $99.5 million from $80.2 million. This included a net
$6.9 million increase from the Property Transactions primarily due to acquired parking services. The increase in revenues is primarily due to:

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

Tenant
reimbursements increased $31.3 million of which the Property Transactions accounted for $17.3 million of the increase. The remaining portion of the increase was
primarily due to increases in comparable recoverable expenditures. Depreciation and amortization expenses increased $30.0 million primarily due to the net effect of the Property Transactions,
the consolidation of the Management Company, and the Forum Shops acquisition. The costs related to the withdrawn tender offer of $10.6 million relate to the write off of our deferred
acquisition costs. Other expenses decreased $1.5 million due to the $4.0 million of expense related to a litigation settlement in 2002. This was offset by increased ground rent expense
of $4.0 million primarily due to the acquisition of Stanford Shopping Center. The increase in home office and regional office costs and general and administrative expenses was due to the
consolidation of the Management Company that added $52.9 million of total operating expenses in 2003.

Interest
expense increased $3.5 million. Our average borrowings increased as a result of the full year impact of the financing of the Rodamco acquisition, the unsecured note
offering in March of 2003, and financing of acquisition activities in 2003. This increase was offset by an overall decrease in weighted average interest rates as a result of refinancing activity, an
increase in capitalized imputed interest due to increased development, renovation and expansion activity, and slightly lower variable interest rate levels.

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

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

45

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Income
from unconsolidated entities increased $9.6 million in 2003 as compared to 2002. In 2002, income from unconsolidated entities included income from Management Company
operations, excluding MerchantWired LLC, of approximately $14.1 million. This included our share of the gain of $8.4 million, net of tax, associated with the sale of land
partnership interests previously discussed. In 2003, income from unconsolidated entities owned by the Management Company in 2003 totaled $3.7 million. In addition, income from unconsolidated
partnerships and joint ventures, excluding the Management Company, increased $20.0 million resulting from:

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

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

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

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

Finally,
preferred unit requirements decreased $8.4 million due to the conversion of our 6.5% Series B Preferred Units into common units.



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

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

46

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For
the purposes of the following comparison between the years ended December 31, 2002 and December 31, 2001, the above transactions are referred to as the Property
Transactions. In the following discussions of our results of operations, "comparable" refers to Properties open and operating throughout both the current and prior year.

Our
discontinued operations resulted from the sale of the following Properties as of December 31, 2003 (date of sale):

Total
minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $24.2 million. The net effect of the Property Transactions
increased these rents $4.1 million. Comparable rents increased $20.1 million during the period including a $20.6 million increase in base rents due to increased occupancy and
leasing space at higher rents. In addition, increased rents from carts, kiosks, and renting unoccupied in-line space increased comparable rents from temporary tenant income by
$6.6 million. The change in comparable rents was net of a decrease in straight-line rent income of $6.0 million.

Total
other income, excluding consolidated Simon Brand and Simon Business initiatives, increased $11.5 million. This included the net $3.2 million decrease in other income
from the Property Transactions and a $20.8 million increase in outlot land parcel sales at comparable Properties. In addition, the increase included the impact of our hedges of the Rodamco
acquisition, which positively impacted operating income by $7.1 million in 2002 as compared to 2001 ($7.8 million is included in other income and $0.7 million of expense is
included in other expenses). These increases were offset by $5.7 million in fee income recorded in 2001 associated with services provided to the Management Company in connection with the right
to designate persons or entities to whom the Montgomery Ward LLC real estate assets were to be sold (the "Kimsward transaction"). Also offsetting these increases was a $2.5 million
decrease in lease settlements and a $3.7 million decrease in interest income due to the lower interest rate environment.

Consolidated
revenues from Simon Brand and Simon Business initiatives increased $6.0 million to $80.2 million from $74.2 million. The increase included the
$8.6 million of revenue, net, resulting from the settlement with Enron Corporation that was partially offset by a $5.6 million contract cash termination payment recognized in 2001. The
contract cash termination payment was received to terminate a provision within the overall Enron contract that eliminated our right to invest in and participate in savings from the contractor's
installation of energy efficient capital equipment.

The
increase in our recovery revenues of $36.4 million resulted from the Property Transactions and increased recoverable expenditures including increased insurance costs and
utility expenditures. The increased insurance costs were due to increased premiums for terrorism and general liability insurance. Utility expenses increased primarily
due to the loss of our energy contract with Enron. These expense increases were partially offset by decreased repairs and maintenance and advertising and promotional expenditures.

Depreciation
and amortization expense increased $13.8 million primarily from the increase in depreciation expense from the Property Transactions. In 2001, we recorded an
impairment charge of $47.0 million to adjust the nine assets held for sale to their estimated fair value. Other expenses decreased $3.0 million, including a $5.5 million net
decrease from the Property Transactions. These expenses include $4.0 million of expense in 2002 related to litigation settlements and $2.7 million from the write-off of our
last remaining technology investment. In 2001, we wrote down an investment by $3.0 million and we wrote off $2.7 million of miscellaneous technology investments.

Interest
expense during 2002 decreased $8.3 million compared to the same period in 2001. This decrease resulted from lower variable interest rate levels offset by
$29.0 million of interest expense on borrowings used to fund the Rodamco acquisition, the purchase of the remaining ownership interest in Copley Place and the assumption of consolidated
property level debt resulting from these acquisitions.

Income
from unconsolidated entities increased $8.8 million in 2002, resulting from a $10.0 million increase in income from unconsolidated partnerships and joint ventures,
and a $1.2 million decrease in income from the

47

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Management
Company before losses from MerchantWired LLC. The increase in joint venture income resulted from the Rodamco acquisition, lower variable interest rate levels, and our acquisition of
Fashion Valley Mall in October 2001. These increases were offset by the loss of income due to the sale of our interests in the Mills Properties and Orlando Premium Outlets.

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

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

As
previously discussed, we sold several Properties and partnership interests in 2002 that resulted in a net gain of $160.9 million and net proceeds of $430.2 million. In
2001, we recognized a net gain of $2.6 million on the sale of one regional mall, one community center, and one office building from net proceeds of approximately $19.6 million.

During
2002, we recognized $16.1 million in gains on the forgiveness of debt related to the disposition of two regional malls. Net cash proceeds from these disposals were
$3.6 million. In addition, we incurred $1.5 million of expense during 2002 from the early extinguishment of debt that consisted of prepayment penalties and the write-off of
unamortized mortgage costs.

In
2001, we recorded a $1.7 million expense as a cumulative effect of an accounting change, which includes our $1.5 million share from unconsolidated entities, due to the
adoption of SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended.

Liquidity and Capital Resources

Our balance of cash and cash equivalents increased $138.4 million during 2003 to $529.0 million as of December 31, 2003, including a balance
of $174.8 million related to our gift card program, which we do not consider available for general working capital purposes.

On
December 31, 2003, the Credit Facility had available borrowing capacity of $898.0 million net of outstanding borrowings of $327.9 million, including borrowings
of €48.5 million, and letters of credit of $24.1 million. The Credit Facility bears interest at LIBOR plus 65 basis points with an additional 15 basis point facility fee
on the entire $1.25 billion facility and provides for variable grid pricing based upon our corporate credit rating. The Credit Facility has an initial maturity of April 2005, with an
additional one-year extension available at our option. During 2003, the maximum amount outstanding under the Credit Facility was $667.1 million and the weighted average amount
outstanding was $396.3 million. The weighted average interest rate was 1.86% for the year ended December 31, 2003.

On
June 27, 2003, we retired our existing €90 million EURO-denominated unsecured credit agreement (the "EURO Facility"), which had an initial
maturity date of July 31, 2003, with available working capital of $28.2 million and €34.7 million borrowed from a new EURO sub-tranche of our Credit
Facility. We restructured our Credit Facility to establish a $100 million EURO sub-tranche which provides availability for Euros at EURIBOR plus 65 basis points and dollars at LIBOR
plus 65 basis points, at our option, and has the same maturity date as the overall Credit Facility. The amount available under the $100 million EURO sub-tranche will vary with
changes in the exchange rate, however, we may also borrow the amount available under this EURO sub-tranche in dollars, if necessary.

We
and/or Simon Property also have access to public equity and long term unsecured debt markets and we have access to private equity from institutional investors at the Property level.
Our current senior unsecured debt ratings are Baa2 by Moody's Investors Service and BBB by Standard & Poor's and our current corporate rating is BBB+ by Standard & Poor's.

48

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Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $1.1 billion. This cash flow includes
$37.8 million of excess proceeds from refinancing activities primarily from two unconsolidated joint ventures. In addition, we consolidated $48.9 million of cash from the acquisition of
the remaining ownership interests in the Management Company. We also received $278.1 million primarily from the sale of thirteen non-core Properties. Finally, we had net proceeds
from all of our debt financing and repayment activities of $609.5 million, as discussed below in "Financing and Debt". In addition, we used part of these proceeds to fund $814.6 million
in cash needs for our acquisitions which are detailed under the "Acquisitions" section of this discussion. We met our maturing debt obligations in 2003 primarily through refinancings and borrowings on
our Credit Facility. We also:

In
general, we anticipate that cash generated from operations will be sufficient, to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to
unitholders necessary to maintain Simon Property's REIT qualification for 2004 and on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital
expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:



As previously discussed, on March 18, 2003 we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A
totaling $500.0 million at a weighted average fixed interest rate of 5.11%. Subsequently, we exchanged notes that had been registered under the Securities Act of 1933 for the Rule 144A
notes. The exchange notes and the Rule 144A notes have the same economic terms and conditions. The first tranche is $300.0 million at a fixed interest rate of 4.875% due March 18,
2010 and the second tranche is $200.0 million at a fixed interest rate of 5.45% due March 15, 2013.

On
June 15, 2003, we paid off $375.0 million of 6.625% senior unsecured notes that matured on that date with borrowings from our Credit Facility. The variable rate swap
agreements designated as hedges against these unsecured notes also matured on the same date.

On
November 15, 2003, we exchanged with the holders of our $100.0 million of 6.75% Putable Asset Trust Securities (PATS), which had a call option settlement feature on
that date, for $113.1 million Floating Rate Mandatory Extension Notes (MAXES) due November 15, 2014. The MAXES bear interest during the first year at LIBOR plus 80 basis points. On
January 20, 2004, the holders of the MAXES exchanged the MAXES for an equal principal amount of notes as part of the unsecured notes offering discussed below. The exchange of the PATS for the
MAXES did not result in a significant modification of the terms in the debt arrangement.

On
December 17, 2003, we obtained a €200 million capacity EURO-denominated one-year unsecured term loan with two
one-year extensions available at our option. The loan bears interest at EURIBOR plus 60 basis points. The initial borrowing of €163 million was used to fund a
portion of the acquisition of GCI.

On
January 20, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average
fixed interest rate of 4.21%. The first tranche is $300.0 million at a fixed interest rate of 3.75% due January 30, 2009 and the second tranche is $200.0 million at a fixed
interest rate of

49

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4.90%
due January 30, 2014. We received cash and we exchanged, with the holder, the MAXES discussed above for a portion of the second tranche of the notes. We agreed to file a
registration statement under the Securities Act of 1933 relating to an offer to exchange the notes of each series for registered notes with substantially identical economic terms. If we do not
complete the exchange offer within 180 days after the issuance of the notes, the interest rates on the notes will be increased by 0.50% per year. We expect to complete the registration within
the allotted time frame. The exchange of the MAXES for the notes instruments did not result in a significant modification of the terms in the debt arrangement.

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



On April 1, 2003, using available cash flow, we paid off a $34.0 million variable rate mortgage, at LIBOR plus 150 basis points, that encumbered one
consolidated Property. In addition, we refinanced another consolidated mortgaged Property with a $100.0 million 4.60% fixed rate mortgage maturing on July 1, 2013. The refinanced
mortgage had a balance of $85.5 million at a weighted average fixed rate of 7.16% and was to mature on December 31, 2003.

On
August 20, 2003, we secured a $220.0 million, 3.60% fixed rate, interest only, five year mortgage to fund a portion of the acquisition of our leasehold interest in
Stanford Shopping Center. Including the effects of a hedging transaction concurrently entered into, the initial blended interest rate is 2.81%.

On
November 14, 2003, we secured a $550.0 million leasehold financing for Forum Shops at a fixed-rate of 4.78% due December 1, 2010. This replaced a
$175.0 million mortgage that had an initial maturity of May 2004 and was effectively fixed at an average interest rate of 6.67%, including interest rate
protection agreements. The financing generated excess proceeds of $370.8 million that we used to unencumber one asset, to reduce borrowings on our Credit Facility and for general corporate
purposes.



Overall, our fixed rate or effectively fixed rate indebtedness that matured or was refinanced in 2003 totaled $863.7 million and had a weighted average
interest rate 6.79% and a weighted average initial term of 6.4 years. Our fixed rate or effectively fixed rate indebtedness that we issued in 2003, including the $200.0 million fixed
rate portion of the unsecured notes issued on January 20, 2004, totaled $1.5 billion and had a weighted average interest rate of 4.78% and a weighted average initial term of
7.8 years.

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

|Debt Subject to |  | Adjusted Balance as of December 31, 2003 |            | Effective Weighted Average Interest Rate |      | Adjusted Balance as of December 31, 2002 |   | Effective Weighted Average Interest Rate | 
|--------------- |  | ---------------------------------------- | ---------- | ---------------------------------------- | ---- | ---------------------------------------- | - | ---------------------------------------- | 
|Fixed Rate      |  | $                                        | 8,499,750  |                                          | 6.71 | %                                        | $ | 7,941,122                                | 
|Variable Rate   |  |                                          | 1,766,638  |                                          | 2.61 | %                                        |   | 1,604,959                                | 
|                |  |                                          |            |                                          |      |                                          |   |                                          | 
|                |  | $                                        | 10,266,388 |                                          | 6.00 | %                                        | $ | 9,546,081                                | 
|                |  |                                          |            |                                          |      |                                          |   |                                          | 

As
of December 31, 2003, we had interest rate cap protection agreements on $296.0 million of consolidated variable rate debt. We had interest rate protection agreements
effectively converting variable rate debt to fixed rate debt on $48.1 million of consolidated variable rate debt. In addition, we hold a $85.0 million of notional amount fixed rate swap
agreement that has a pay rate of 5.89% and a weighted average receive rate of 1.18% at December 31, 2003. We also hold $370.0 million of notional amount variable rate swap agreements
that have a weighted average pay rate of 1.20% and a weighted average receive rate of 3.52% at December 31, 2003. As of December 31, 2003, the net effect of these agreements effectively
converted $237.0 million of fixed rate debt to variable rate debt. As of December 31, 2002, the net effect of these agreements effectively converted $112.7 million of fixed rate
debt to variable rate debt.

50

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Contractual Obligations and Off-balance Sheet arrangements:The following table summarizes
the material aspects of our future obligations as of December 31, 2003 (dollars in thousands):

|                                                  |  | 2004 |           | 2005-2006 |   | 2007-2009 |  | After 2009 |           | Total
|------------------------------------------------- |  | ---- | --------- | --------- | - | --------- |  | ---------- | --------- | -----
|Long Term Debt                                    |  |      |           |           |   |           |  |            |           |      
|Consolidated (1)                                  |  | $    | 1,480,850 |           | $ | 2,321,085 |  | $          | 3,058,613 |      
|                                                  |  |      |           |           |   |           |  |            |           |      
|Pro rata share of Long Term Debt:                 |  |      |           |           |   |           |  |            |           |      
|Consolidated (2)                                  |  | $    | 1,459,433 |           | $ | 2,306,513 |  | $          | 3,014,232 |      
|Joint Ventures (2)                                |  |      | 197,615   |           |   | 1,055,214 |  |            | 596,817   |      
|                                                  |  |      |           |           |   |           |  |            |           |      
|Total Pro Rata Share of Long Term Debt            |  |      | 1,657,048 |           |   | 3,361,727 |  |            | 3,611,049 |      
|Consolidated Capital expenditure
commitments (3)  |  |      | 387,609   |           |   | 153,985   |  |            | 1,398     |      
|Joint Venture Capital expenditure
commitments (3) |  |      | 63,737    |           |   | 1,822     |  |            |          |      
|Consolidated Ground Lease commitments             |  |      | 11,180    |           |   | 27,127    |  |            | 41,763    |      
|                                                  |  |      |           |           |   |           |  |            |           |      
|Total                                             |  | $    | 2,119,574 |           | $ | 3,544,661 |  | $          | 3,654,210 |      
|                                                  |  |      |           |           |   |           |  |            |           |      

---

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

We
expect to meet our 2004 debt maturities through refinancings, the issuance of new debt securities or borrowings on the Credit Facility. We expect to have the ability and financial
resources to meet all future long term obligations. Specific financing decisions will be made based upon market rates, property values, and our desired capital structure at the maturity date of each
transaction. We incurred interest expense during 2003 of $602.7 million net of capitalized interest of $10.6 million.

Our
off-balance sheet arrangements consist primarily of our investments in real estate joint ventures which are common in the real estate industry and are described in
Note 7 of the notes to the accompanying financial statements. Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property, and is
non-recourse to us. As of December 31, 2003, we have guaranteed or have provided letters of credit to support $93.8 million of our total $2.7 billion share of joint
venture mortgage and other indebtedness presented in the table above.



On November 13, 2003, Simon Property gave notice of redemption of the remaining 4,316,329 shares of its 6.5% Series B Convertible Preferred
Stock on December 15, 2003 at a redemption price of 105% of the liquidated value plus accrued and unpaid distributions to the redemption date or $106.34 per share. As previously discussed, the
holders of all but 18,340 shares of the preferred stock exercised their right to convert each share of preferred stock into common stock of Simon Property prior to the redemption. Simon
Property issued 11,114,672 shares of common stock to the holders who exercised their conversion rights. Simon Property issued a new series of preferred stock, the proceeds from which were used
to pay the redemption price of the remaining shares of its 6.5% Series B Convertible Preferred Stock. We issued a corresponding class of preferred units with substantially the same economic
terms as the preferred stock of Simon Property. In addition, we redeemed the issue of preferred units corresponding to the redeemed preferred stock on December 15, 2003 at a similar redemption
price and issued an equivalent 11,114,672 units to Simon Property.

In
addition, earlier in 2003 prior to the redemption, 513,728 preferred units were converted into 1,328,523 units.

51

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Acquisitions.We acquired our additional interests in Kravco from certain private investors, The Rouse
Company ("Rouse") and Westfield America Trust ("Westfield"). We obtained our initial interest jointly with Rouse and Westfield in connection with the Rodamco acquisition in 2002. The total
consideration paid in 2003 for these transactions was approximately $293.4 million and consisted of:

We
purchased our interest in Forum Shops for $174.0 million in cash and assumed the minority limited partner's $74.2 million share of debt, and other partnership
liabilities. In addition, we purchased our 100% stake in Stanford Shopping Center for $333.0 million funded initially with borrowings from our Credit Facility and the proceeds from a
$220.0 million leasehold mortgage previously discussed.

Buy/sell
provisions are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in regional mall
properties. Our partners in our joint ventures may initiate these provisions at any time and if we determine it is in our shareholders' best interests for us to purchase the joint venture interest, we
believe we have adequate liquidity to execute the purchases of the interests without hindering our cash flows or liquidity. Should we decide to sell any of our joint venture interests, we would expect
to use the net proceeds from any such sale to reduce outstanding indebtedness.

Dispositions.As part of our strategic plan to own quality retail real estate we continue to pursue the
sale of Properties, under the right circumstances, that no longer meet our strategic criteria. In 2003, we disposed of thirteen non-core Properties that no longer met our strategic
criteria. These consisted of seven regional malls, five community centers, and one mixed-use property. We do not believe the sale of these Properties will have a material impact on our
future results of operations or cash flows and their removal from service and sale will not materially affect our ongoing operations. We believe the disposition of these Properties will enhance the
average overall quality of our Portfolio.



New Developments.The following describes our current new development projects, the estimated total
cost, our share of the estimated total cost and the construction in progress balance as of December 31, 2003 (dollars in millions):

|Property                |  | Location         |  | Gross Leasable Area |  | Estimated Total Cost (b) |     | Our Share of Estimated Total Cost |   | Our Share of Construction in Progress (a) |   | Actual/Estimated Opening Date
|----------------------- |  | ---------------- |  | ------------------- |  | ------------------------ | --- | --------------------------------- | - | ----------------------------------------- | - | -----------------------------
|Under construction      |  |                  |  |                     |  |                          |     |                                   |   |                                           |   |                              
|Chicago Premium Outlets |  | Chicago, IL      |  | 438,000             |  | $                        | 67  |                                   | $ | 33                                        |   | $                            
|Clay Terrace            |  | Carmel, IN       |  | 570,000             |  |                          | 100 |                                   |   | 50                                        |   |                              
|St. Johns Town Center   |  | Jacksonville, FL |  | 1,500,000           |  |                          | 126 |                                   |   | 107(c                                     | ) |                              
|Wolf Ranch              |  | Georgetown, TX   |  | 670,000             |  |                          | 62  |                                   |   | 62                                        |   |                              
|Firewheel Center        |  | Garland, TX      |  | 785,000             |  |                          | 96  |                                   |   | 96                                        |   |                              

---

We
expect to fund these capital projects with either available cash flow from operations, borrowings from our Credit Facility, or project specific construction loans. We expect total
2004 new development costs during the year to be approximately $200 million.

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Strategic Expansions and Renovations.The following describes our significant renovation and/or
expansion projects currently under construction, the estimated total cost, our share of the estimated total cost and our share of the construction in progress balance as of December 31, 2003
(dollars in millions):

|Property               |  | Location      |  | Gross Leasable Area |  | Estimated Total Cost (b) |     | Our Share of Estimated Total Cost |   | Our Share of Construction in Progress (a) |  | Actual/Estimated Opening Date
|---------------------- |  | ------------- |  | ------------------- |  | ------------------------ | --- | --------------------------------- | - | ----------------------------------------- |  | -----------------------------
|Under Construction     |  |               |  |                     |  |                          |     |                                   |   |                                           |  |                              
|Forum Shops at Caesars |  | Las Vegas, NV |  | 175,000             |  | $                        | 139 |                                   | $ | 139                                       |  | $                            
|Southpark Mall         |  | Charlotte, NC |  | 309,000             |  | $                        | 125 |                                   | $ | 125                                       |  | $                            

---

We
have renovation and/or expansion projects currently under construction or in preconstruction development and expect to invest a total of approximately $250 million on
redevelopment projects in 2004.



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

2003

2002

2001New Developments

$
105

$
11

$
68Renovations and Expansions


187


94


124Tenant Allowances


54


60


57Operational Capital Expenditures


6


46


33Total

$
352

$
211

$
282


International.As previously mentioned, we significantly increased our presence in Europe through our
joint venture with the Rinascente Group, Gallerie Commerciali Italia. Our strategy is to invest capital internationally not only to acquire existing properties but also to use the net cash flow from
the existing properties to fund other future developments. We believe reinvesting the cash flow derived in Euros in other Euro denominated development and redevelopment projects helps minimize our
exposure to our initial investment and to the changes in the Euro on future investments that might otherwise significantly increase our cost and reduce our returns on these new projects and
developments. In addition, to date we have funded the majority of our investments in Europe with Euro-denominated borrowings that act as a natural hedge on our investments.

Currently,
our net income exposure to changes in the volatility of the Euro is not material. In addition, since cash flow from operations is currently being reinvested in other
development projects, we do not expect to repatriate Euros for the next few years. Therefore, we also do not currently have a significant cash flow from operations exposure due to fluctuations in the
value of the Euro.

The
agreements for our 35.2% interest in European Retail Enterprises, B.V. ("ERE") are structured to allow us to acquire an additional 26.1% ownership interest over time. The
future commitments to purchase shares from three of the existing shareholders of ERE are based upon a multiple of adjusted results of operations in the year prior to the purchase of the shares.
Therefore, the actual amount of these additional commitments may vary. The
current estimated additional commitment is approximately $60 million to purchase shares of stock of ERE, assuming that the three existing shareholders exercise their rights under put
options. We expect these purchases to be made from 2006-2008.

The
carrying amount of our total investments as of December 31, 2003 in European subsidiaries net of the related cumulative translation adjustment was $311.1 million,
including subordinated debt in ERE, and both investments are accounted for using the equity method of accounting. Currently a total of 8 developments are under

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construction
which will add approximately 5.6 million square feet of GLA for a total net cost of approximately €356 million, of which our share is approximately
€150 million.



On February 5, 2004, the Simon Property Board of Directors approved an increase in the annual distribution rate to $2.60 per unit. Distributions during
2003 aggregated $2.40 per unit and distributions during 2002 aggregated $2.175 per unit. We are required to pay a minimum level of distributions to maintain Simon Property's status as a REIT. Our
distributions typically exceed our net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Our future distributions will be determined by
Simon Property based on actual results of operations, cash available for distributions, and what may be required to maintain Simon Property's status as a REIT.

Market Risk

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage our exposure to interest
rate risk by a combination of interest rate protection agreements to effectively fix or cap a portion of our variable rate debt, or in the case of a fair value hedge, effectively convert fixed rate
debt to variable rate debt. In addition, we manage this exposure by refinancing fixed rate debt at times when rates and terms are appropriate.

We
are also exposed to foreign currency risk on financings of foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses
on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

Our
future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily LIBOR. Based upon consolidated
indebtedness and interest rates at
December 31, 2003, a 0.50% increase in the market rates of interest would decrease future earnings and cash flows by approximately $8.8 million, and would decrease the fair value of debt
by approximately $196.2 million. A 0.50% decrease in the market rates of interest would increase future earnings and cash flows by approximately $8.8 million, and would increase the fair
value of debt by approximately $203.1 million.

Retail Climate and Tenant Bankruptcies

Bankruptcy filings by retailers are normal in the course of our operations. We are continually releasing vacant spaces resulting from tenant terminations.
Pressures that affect consumer confidence, job growth, energy costs and income gains can affect retail sales growth, and a continuing soft economic cycle may impact our ability to retenant property
vacancies resulting from store closings or bankruptcies. We lost approximately 566,000 square feet of mall shop tenants in 2003. Our 2003 experience was less than historical levels and
we expect to lose a greater amount of square feet to bankruptcies in 2004.

The
geographical diversity of our Portfolio mitigates some of the risk of an economic downturn. In addition, the diversity of our tenant mix also is important because no single retailer
represents either more than 2.0% of total GLA or more than 4.6% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities for us to release
spaces at higher rents to tenants with enhanced sales performance. We have demonstrated an ability to successfully retenant anchor and in line store locations during soft economic cycles. While these
factors reflect some of the inherent strengths of our portfolio in a difficult retail environment, we cannot assure you that we will successfully execute our releasing strategy.

Insurance

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

54

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The
events of September 11, 2001 affected our insurance programs. Although insurance rates remain high, since the President signed into Law the Terrorism Risk Insurance Act
(TRIA) in November of 2002, the price of terrorism insurance has steadily decreased, while the available capacity has been substantially increased. As a result, we have purchased two separate
terrorism insurance programs, one for an individual Property and a second covering all other Properties. Each program provides limits up to $600 million per occurrence and covers both Certified
(Foreign) and Non-Certified (Domestic) acts of terrorism. The coverage is written on an "all risk" policy form that eliminates the policy aggregates associated with our previous terrorism
policies. These policies are in place throughout the remainder of 2004.

Inflation

Inflation has remained relatively low in recent years and has had minimal impact on the operating performance of the Properties. Nonetheless, substantially all of
the tenants' leases contain provisions designed to lessen our exposure to the impact of inflation. These provisions include clauses enabling us to receive percentage rentals based on tenants' gross
sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less
than ten years, which may enable us to replace existing leases with new leases at higher base and/or percentage rentals if rents of the existing leases are below the then-existing market
rate. Substantially all of the leases, other than those for anchors, require the tenants to pay a proportionate share of operating expenses, including common area maintenance, real estate taxes and
insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation.

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

Seasonality

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

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

Environmental Matters

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

55

---

Item 7A.    Qualitative and Quantitative Disclosure About Market Risk

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

Item 8.    Financial Statements and Supplementary Data

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

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

None.

Item 9A. Controls and Procedures



56

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Part III

Item 10.    Directors and Executive Officers of the Registrant

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

Item 11.    Executive Compensation

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

Item 12.    Security Ownership of Certain Beneficial Owners and Management

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

Item 13.    Certain Relationships and Related Transactions

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

Item 14. Principal Accounting Fees and Services

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

57

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PART IV

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

|                            |                                 | Page No.
|--------------------------- | ------------------------------- | --------
|(a) (1)Financial Statements |                                 |         
|                            |                                 |         
|                            |                                 |         
|                            |                                 |         
|                            |                                 |         
|                            |                                 |         
|                            |                                 |         
|                            | (2)Financial Statement Schedule |         
|                            |                                 |         
|                            |                                 |         
|                            |                                 |         
|                            | (3)Exhibits                     |         
|                            |                                 |         
|(b)Reports on Form 8-K      |                                 |         
|                            |                                 |         

58

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REPORT OF INDEPENDENT AUDITORS

To
Simon Property Group, Inc.:

We
have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of operations and comprehensive income, partners' equity and cash flows for each of the two years then ended. These financial statements are the responsibility of Simon Property
Group, L.P.'s management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated financial statements of Simon Property
Group, L.P. and subsidiaries for the year ended December 31, 2001, were audited by other auditors who have ceased operations and whose report dated March 28, 2002, expressed an
unqualified opinion on those statements and included an explanatory paragraph that disclosed the adoption of SFAS No. 133 as discussed in Note 3 to the financial statements.

We
conducted our 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 2003 and 2002 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Simon Property
Group, L.P. and subsidiaries as of December 31, 2003 and 2002, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States.

As
discussed above, the accompanying consolidated financial statements of Simon Property Group, L.P. for the year ended December 31, 2001 were audited by other auditors
who have ceased operations. As described in Note 3, certain reclassification adjustments have been made in the 2001 statement of cash flows to conform to the 2003 and 2002 presentation. These
reclassification adjustments have no impact on the net income previously reported. We audited the reclassification adjustments that were applied to the 2001 statement of cash flows. Our procedures
included (a) obtaining analyses prepared by management of total distributions received from joint venture properties and total distributions paid to minority investors in consolidated
properties, (b) comparing said amounts
to the sections of the statement of cash flows, as previously reported, without exception, and (c) testing that the portion of the distributions received from joint venture properties, which
represented a return on investment, and distributions paid to minority investors in consolidated properties were appropriately reclassified as cash generated by operating activities, consistent with
their presentation in the 2003 and 2002 statements of cash flows. In our opinion, such reclassification adjustments are appropriate and have been properly applied. However, we were not engaged to
audit, review, or apply any procedures to the accompanying 2001 financial statements of Simon Property Group, L.P. other than with respect to such reclassification adjustments and, accordingly,
we do not express an opinion or any other form of assurance on the 2001 financial statements taken as a whole.

|                                       |  | ERNST & YOUNG LLP
|-------------------------------------- |  | -----------------
|Indianapolis, Indiana
February 5, 2004 |  |                  

59

---

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
Simon Property Group, Inc.:

We
have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (a Delaware limited partnership) and subsidiaries as of December 31, 2001 and
2000, and the related consolidated statements of operations and comprehensive income, partners' equity and cash flows for each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the management of Simon Property Group, L.P. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Simon Property Group, L.P. and
subsidiaries as of December 31, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.

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

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

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

60

---

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

|                                        |                                                                                                                                      | December 31,
2003                      |            | December 31,
2002 |           
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------- | ---------- | ----------------- | ----------
|ASSETS:                                 |                                                                                                                                      |                                        |            |                   |           
|                                        | Investment properties, at cost                                                                                                       |                                        | $          | 14,805,073        |           
|                                        |                                                                                                                                      | Less  accumulated depreciation        |            |                   | 2,534,898 
|                                        |                                                                                                                                      |                                        |            |                   |           
|                                        |                                                                                                                                      |                                        | 12,270,175 |                   |           
|                                        | Cash and cash equivalents                                                                                                            |                                        |            | 529,036           |           
|                                        | Tenant receivables and accrued revenue, net                                                                                          |                                        |            | 302,507           |           
|                                        | Notes and advances receivable from Management Company and affiliates                                                                 |                                        |            |                  |           
|                                        | Investment in unconsolidated entities, at equity                                                                                     |                                        |            | 1,811,773         |           
|                                        | Deferred costs, other assets, intangibles, and minority interest, net                                                                |                                        |            | 608,572           |           
|                                        |                                                                                                                                      |                                        |            |                   |           
|                                        |                                                                                                                                      | Total assets                           |            | $                 | 15,522,063
|                                        |                                                                                                                                      |                                        |            |                   |           
|LIABILITIES:                            |                                                                                                                                      |                                        |            |                   |           
|                                        | Mortgages and other indebtedness                                                                                                     |                                        | $          | 10,266,388        |           
|                                        | Accounts payable, accrued expenses, and deferred revenues                                                                            |                                        |            | 664,610           |           
|                                        | Cash distributions and losses in partnerships and joint ventures, at equity                                                          |                                        |            | 14,412            |           
|                                        | Other liabilities, minority interest, and accrued dividends                                                                          |                                        |            | 280,401           |           
|                                        |                                                                                                                                      |                                        |            |                   |           
|                                        |                                                                                                                                      | Total liabilities                      |            |                   | 11,225,811
|                                        |                                                                                                                                      |                                        |            |                   |           
|COMMITMENTS AND CONTINGENCIES (Note 11) |                                                                                                                                      |                                        |            |                   |           
|PARTNERS' EQUITY:                       |                                                                                                                                      |                                        |            |                   |           
|                                        | Preferred units, 18,353,486 and 22,031,847 units outstanding, respectively.
Liquidation values $635,171 and $1,008,858, respectively |                                        |            | 625,703           |           
|                                        | General Partner, 200,311,053 and 183,872,596 units outstanding, respectively                                                         |                                        |            | 2,898,045         |           
|                                        | Limited Partners, 60,591,896 and 63,746,013 units outstanding, respectively                                                          |                                        |            | 876,627           |           
|                                        | Note receivable from Simon Property (interest at 7.8%, due 2009)                                                                     |                                        |            | (91,163           | )         
|                                        | Unamortized restricted stock award                                                                                                   |                                        |            | (12,960           | )         
|                                        |                                                                                                                                      |                                        |            |                   |           
|                                        |                                                                                                                                      | Total partners' equity                 |            |                   | 4,296,252 
|                                        |                                                                                                                                      |                                        |            |                   |           
|                                        |                                                                                                                                      | Total liabilities and partners' equity |            | $                 | 15,522,063
|                                        |                                                                                                                                      |                                        |            |                   |           

The accompanying notes are an integral part of these statements.

61

---

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

|                                                                                                                                  |                                                   | For the Twelve Months Ended December 31, |        
|--------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ---------------------------------------- | -------
|
|REVENUE:                                                                                                                          |                                                   |                                          |        
|                                                                                                                                  | Minimum rent                                      |                                          | $      
|                                                                                                                                  | Overage rent                                      |                                          |        
|                                                                                                                                  | Tenant reimbursements                             |                                          |        
|                                                                                                                                  | Management fees and other revenues (Note 3)       |                                          |        
|                                                                                                                                  | Other income                                      |                                          |        
|                                                                                                                                  |                                                   |                                          |        
|                                                                                                                                  |                                                   | Total revenue                            |        
|                                                                                                                                  |                                                   |                                          |        
|EXPENSES:                                                                                                                         |                                                   |                                          |        
|                                                                                                                                  | Property operating                                |                                          |        
|                                                                                                                                  | Depreciation and amortization                     |                                          |        
|                                                                                                                                  | Real estate taxes                                 |                                          |        
|                                                                                                                                  | Repairs and maintenance                           |                                          |        
|                                                                                                                                  | Advertising and promotion                         |                                          |        
|                                                                                                                                  | Provision for credit losses                       |                                          |        
|                                                                                                                                  | Home and regional office costs (Note 3)           |                                          |        
|                                                                                                                                  | General and administrative (Note 3)               |                                          |        
|                                                                                                                                  | Costs related to withdrawn tender offer (Note 11) |                                          |        
|                                                                                                                                  | Other                                             |                                          |        
|                                                                                                                                  | Impairment on investment properties               |                                          |        
|                                                                                                                                  |                                                   |                                          |        
|                                                                                                                                  |                                                   | Total operating expenses                 |        
|                                                                                                                                  |                                                   |                                          |        
|OPERATING INCOME                                                                                                                  |                                                   |                                          | 971,478
|Interest expense                                                                                                                  |                                                   |                                          | 602,652
|                                                                                                                                  |                                                   |                                          |        
|Income before minority interest                                                                                                   |                                                   |                                          | 368,826
|Minority interest                                                                                                                 |                                                   |                                          | (7,277 
|Gain (loss) on sales of assets and other, net (Note 4)                                                                            |                                                   |                                          | (5,146 
|Gain (loss) from debt related transactions, net (Note 3)                                                                          |                                                   |                                          |       
|Income tax expense of taxable REIT subsidiaries                                                                                   |                                                   |                                          | (7,597 
|                                                                                                                                  |                                                   |                                          |        
|Income before unconsolidated entities                                                                                             |                                                   |                                          | 348,806
|Loss from MerchantWired, LLC, net (Note 7)                                                                                        |                                                   |                                          |       
|Income from other unconsolidated entities                                                                                         |                                                   |                                          | 101,093
|                                                                                                                                  |                                                   |                                          |        
|Income from continuing operations                                                                                                 |                                                   |                                          | 449,899
|Results of operations from discontinued operations                                                                                |                                                   |                                          | 7,421  
|Gain/(Loss) on disposal or sale of discontinued operations, net                                                                   |                                                   |                                          | 22,394 
|Cumulative effect of accounting change                                                                                            |                                                   |                                          |       
|                                                                                                                                  |                                                   |                                          |        
|NET INCOME                                                                                                                        |                                                   |                                          | 479,714
|Preferred unit requirement                                                                                                        |                                                   |                                          | (67,182
|                                                                                                                                  |                                                   |                                          |        
|NET INCOME AVAILABLE TO UNITHOLDERS                                                                                               |                                                   | $                                        | 412,532
|                                                                                                                                  |                                                   |                                          |        
|NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:                                                                              |                                                   |                                          |        
|                                                                                                                                  |                                                   | General Partner                          |        
|                                                                                                                                  |                                                   | SPG Properties                           |        
|                                                                                                                                  |                                                   | Limited Partners                         |        
|                                                                                                                                  |                                                   |                                          |        
|                                                                                                                                  |                                                   | Net income                               |        
|                                                                                                                                  |                                                   |                                          |        
|BASIC EARNINGS PER UNIT:                                                                                                          |                                                   |                                          |        
|                                                                                                                                  |                                                   | Income from continuing operations        |        
|                                                                                                                                  |                                                   |                                          |        
|                                                                                                                                  |                                                   | Net income                               |        
|                                                                                                                                  |                                                   |                                          |        
|DILUTED EARNINGS PER UNIT:                                                                                                        |                                                   |                                          |        
|                                                                                                                                  |                                                   | Income from continuing operations        |        
|                                                                                                                                  |                                                   |                                          |        
|                                                                                                                                  |                                                   | Net income                               |        
|                                                                                                                                  |                                                   |                                          |        
|Net Income                                                                                                                        |                                                   | $                                        | 479,714
|Cumulative effect of accounting change                                                                                            |                                                   |                                          |       
|Unrealized gain (loss) on interest rate hedge agreements                                                                          |                                                   |                                          | 24,658 
|Net (income) loss on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense |                                                   |                                          | (5,888 
|Currency translation adjustment                                                                                                   |                                                   |                                          | 4,045  
|Other                                                                                                                             |                                                   |                                          | 1,337  
|                                                                                                                                  |                                                   |                                          |        
|Comprehensive Income                                                                                                              |                                                   | $                                        | 503,866
|                                                                                                                                  |                                                   |                                          |        

The accompanying notes are an integral part of these statements.

62

---

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

|                                               |            | For the Twelve Months
Ended December 31,                                            |                                                                            
|---------------------------------------------- | ---------- | ----------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:          |            |                                                                                     |                                                                            
|                                               | Net income |                                                                                     | $                                                                          
|                                               |            | Adjustments to reconcile net income to net cash provided by operating activities   |                                                                            
|                                               |            |                                                                                     | Depreciation and amortization                                              
|                                               |            |                                                                                     | Gain from debt related transactions                                        
|                                               |            |                                                                                     | Impairment on investment properties                                        
|                                               |            |                                                                                     | (Gain) Loss on sales of assets and other, net                              
|                                               |            |                                                                                     | Cumulative effect of accounting change                                     
|                                               |            |                                                                                     | Loss on disposal or sale of discontinued operations, net                   
|                                               |            |                                                                                     | Straight-line rent                                                         
|                                               |            |                                                                                     | Minority interest                                                          
|                                               |            |                                                                                     | Minority interest distributions                                            
|                                               |            |                                                                                     | Equity in income of unconsolidated entities                                
|                                               |            |                                                                                     | Distributions of income from unconsolidated entities                       
|                                               |            | Changes in assets and liabilities                                                  |                                                                            
|                                               |            |                                                                                     | Tenant receivables and accrued revenue                                     
|                                               |            |                                                                                     | Deferred costs and other assets                                            
|                                               |            |                                                                                     | Accounts payable, accrued expenses, deferred revenues and other liabilities
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|CASH FLOWS FROM INVESTING ACTIVITIES:          |            |                                                                                     |                                                                            
|                                               |            | Acquisitions                                                                        |                                                                            
|                                               |            | Capital expenditures, net                                                           |                                                                            
|                                               |            | Cash from acquisitions                                                              |                                                                            
|                                               |            | Cash from consolidation of the Management Company                                   |                                                                            
|                                               |            | Net proceeds from sale of assets, partnership interest, and discontinued operations |                                                                            
|                                               |            | Investments in unconsolidated entities                                              |                                                                            
|                                               |            | Distributions of capital from unconsolidated entities and other                     |                                                                            
|                                               |            | Notes and advances to the Management Company and affiliate                          |                                                                            
|                                               |            | Loan to the SRC Operating Partnership                                               |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|CASH FLOWS FROM FINANCING ACTIVITIES:          |            |                                                                                     |                                                                            
|                                               |            | Partnership contributions and issuance of units                                     |                                                                            
|                                               |            | Purchase of preferred units and partnership units                                   |                                                                            
|                                               |            | Partnership distributions                                                           |                                                                            
|                                               |            | Minority interest contributions                                                     |                                                                            
|                                               |            | Mortgage and other indebtedness proceeds, net of transaction costs                  |                                                                            
|                                               |            | Mortgage and other indebtedness principal payments                                  |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|INCREASE IN CASH AND CASH EQUIVALENTS          |            |                                                                                     | 138,392                                                                    
|CASH AND CASH EQUIVALENTS, beginning of period |            |                                                                                     | 390,644                                                                    
|                                               |            |                                                                                     |                                                                            
|CASH AND CASH EQUIVALENTS, end of period       |            | $                                                                                   | 529,036                                                                    
|                                               |            |                                                                                     |                                                                            

The accompanying notes are an integral part of these statements.

63

---

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

|                                                                                               |  |   |           | General Partners |   |           |   |   |            |   |   |          |  
|---------------------------------------------------------------------------------------------- |  | - | --------- | ---------------- | - | --------- | - | - | ---------- | - | - | -------- | -
|
|Balance at December 31, 2000                                                                   |  | $ | 1,028,435 |                  | $ | 814,959   |   | $ | 1,636,493  |   | $ | 935,321  |  
|General partner contributions (400,026 units)                                                  |  |   |           |                  |   | 8,792     |   |   |            |   |   |          |  
|Conversion of 1,220 Series A Preferred Units into 46,355 units                                 |  |   | (1,559    | )                |   | 1,555     |   |   |            |   |   |          |  
|Units issued as dividend (442 units)                                                           |  |   |           |                  |   | 12        |   |   |            |   |   |          |  
|Accretion of preferred units                                                                   |  |   | 475       |                  |   |           |   |   |            |   |   |          |  
|Preferred units issued (33,332 units)                                                          |  |   | 967       |                  |   |           |   |   |            |   |   |          |  
|Limited partner units issued (8,185 units)                                                     |  |   |           |                  |   |           |   |   |            |   |   | 233      |  
|Limited partner units converted to common units (958,997 units)                                |  |   |           |                  |   | 10,794    |   |   |            |   |   | (10,794  | )
|Stock incentive program (454,726 units, net)                                                   |  |   |           |                  |   | 11,925    |   |   | (139       | ) |   |          |  
|Amortization of stock incentive                                                                |  |   |           |                  |   |           |   |   |            |   |   |          |  
|Merger of SPG Properties into Simon Property (Note 10)                                         |  |   |           |                  |   | 1,562,160 |   |   | (1,562,160 | ) |   |          |  
|Other (includes 85,064 units converted to cash)                                                |  |   |           |                  |   | 559       |   |   |            |   |   | (2,145   | )
|Adjustment to limited partners' interest from increased ownership in the Operating Partnership |  |   |           |                  |   | (1,367    | ) |   | 329        |   |   | 1,038    |  
|Distributions                                                                                  |  |   | (77,445   | )                |   | (241,861  | ) |   | (114,921   | ) |   | (134,711 | )
|Net income                                                                                     |  |   | 77,445    |                  |   | 102,107   |   |   | 44,448     |   |   | 55,496   |  
|Other comprehensive income                                                                     |  |   |           |                  |   | (3,163    | ) |   | (4,050     | ) |   | (2,680   | )
|                                                                                               |  |   |           |                  |   |           |   |   |            |   |   |          |  
|Balance at December 31, 2001                                                                   |  | $ | 1,028,318 |                  | $ | 2,266,472 |   | $ |           |   | $ | 841,758  |  
|                                                                                               |  |   |           |                  |   |           |   |   |            |   |   |          |  
|General partner contributions (671,836 units)                                                  |  |   |           |                  |   | 15,680    |   |   |            |   |   |          |  
|Conversion of 49,839 Series A Preferred Units into 1,893,651 units                             |  |   | (63,688   | )                |   | 63,518    |   |   |            |   |   |          |  
|Units issued as dividend (19,375 units)                                                        |  |   |           |                  |   | 651       |   |   |            |   |   |          |  
|Common units issued (9,000,000 units)                                                          |  |   |           |                  |   | 321,390   |   |   |            |   |   |          |  
|Accretion of preferred units                                                                   |  |   | 476       |                  |   |           |   |   |            |   |   |          |  
|Limited partner units converted to common units (173,442 units)                                |  |   |           |                  |   | 5,709     |   |   |            |   |   | (5,709   | )
|Stock incentive program (-21,070 forfeited units, net)                                         |  |   |           |                  |   | (602      | ) |   |            |   |   |          |  
|Amortization of stock incentive                                                                |  |   |           |                  |   |           |   |   |            |   |   |          |  
|Other (includes 10,895 units converted to cash)                                                |  |   |           |                  |   | 400       |   |   |            |   |   | (373     | )
|Adjustment to limited partners' interest from increased ownership in the Operating Partnership |  |   |           |                  |   | (67,741   | ) |   |            |   |   | 67,726   |  
|Distributions                                                                                  |  |   | (75,541   | )                |   | (388,437  | ) |   |            |   |   | (138,790 | )
|Net income                                                                                     |  |   | 75,541    |                  |   | 355,369   |   |   |            |   |   | 127,206  |  
|Other comprehensive income                                                                     |  |   |           |                  |   | 1,800     |   |   |           |   |   | 624      |  
|                                                                                               |  |   |           |                  |   |           |   |   |            |   |   |          |  
|Balance at December 31, 2002                                                                   |  | $ | 965,106   |                  | $ | 2,574,209 |   | $ |           |   | $ | 892,442  |  
|                                                                                               |  |   |           |                  |   |           |   |   |            |   |   |          |  
|General partner contributions (733,617 units)                                                  |  |   |           |                  |   | 17,385    |   |   |            |   |   |          |  
|Conversion and redemption of 4,830,057 Series B Preferred Units into 12,443,195 units          |  |   | (449,196  | )                |   | 448,076   |   |   |            |   |   |          |  
|Issuance of 3,328,540 Series H Variable Rate Preferred Units                                   |  |   | 83,213    |                  |   |           |   |   |            |   |   |          |  
|Repurchase of 3,250,528 Series H Variable Rate Preferred Units                                 |  |   | (81,263   | )                |   |           |   |   |            |   |   |          |  
|Accretion of preferred units                                                                   |  |   | 475       |                  |   |           |   |   |            |   |   |          |  
|Limited partner units converted to common units (2,880,810 units)                              |  |   |           |                  |   | 39,704    |   |   |            |   |   | (39,704  | )
|Issuance of 822,588 7.75%/8% Cumulative Redeemable Preferred Units                             |  |   | 82,259    |                  |   |           |   |   |            |   |   |          |  
|Issuance of 251,096 7.5% Cumulative Redeemable Preferred Units                                 |  |   | 25,109    |                  |   |           |   |   |            |   |   |          |  
|Stock incentive program (380,835 units, net)                                                   |  |   |           |                  |   | 12,546    |   |   |            |   |   |          |  
|Amortization of stock incentive                                                                |  |   |           |                  |   |           |   |   |            |   |   |          |  
|Acquisition of minority interest in Management Company                                         |  |   |           |                  |   | (2,334    | ) |   |            |   |   |          |  
|Other (includes 273,307 units converted to cash and payments on note)                          |  |   |           |                  |   | 173       |   |   |            |   |   | (10,980  | )
|Adjustment to limited partners' interest from increased ownership in the Operating Partnership |  |   |           |                  |   | (78,075   | ) |   |            |   |   | 77,582   |  
|Distributions                                                                                  |  |   | (67,182   | )                |   | (445,544  | ) |   |            |   |   | (147,492 | )
|Net income                                                                                     |  |   | 67,182    |                  |   | 311,238   |   |   |            |   |   | 101,294  |  
|Other comprehensive income                                                                     |  |   |           |                  |   | 20,667    |   |   |           |   |   | 3,485    |  
|                                                                                               |  |   |           |                  |   |           |   |   |            |   |   |          |  
|Balance at December 31, 2003                                                                   |  | $ | 625,703   |                  | $ | 2,898,045 |   | $ |           |   | $ | 876,627  |  
|                                                                                               |  |   |           |                  |   |           |   |   |            |   |   |          |  

The accompanying notes are an integral part of these statements.

64

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

1.     Organization

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

We
are engaged 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, 2003, we owned or held an interest in 245 income-producing properties in North America, which consisted of 174 regional
malls, 67 community shopping centers, and four office and mixed-use properties in 37 states and Canada (collectively, the "Properties", and individually, a "Property").
Mixed-use properties are properties that include a combination of retail space, office space, and/or hotel components. In addition, we also own interests in three parcels of land held for
future development (together with the Properties, the "Portfolio"). Finally, we have ownership interests in 47 assets in Europe (France, Italy, Poland and Portugal).

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



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



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

We
are subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the risks normally associated with changes in the general
economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rate and foreign currency levels, the availability of
financing, and potential liability under environmental and other laws. Our regional malls and community shopping centers rely heavily upon anchor tenants like most retail properties. Three retailers'
anchor stores occupied 335 of the approximately 954 anchor stores in the Properties as of December 31, 2003. An affiliate of one of these retailers is a limited partner in the Operating
Partnership.



On January 1, 2003, we acquired all of the remaining equity interests of the Management Company from three Simon family members for a total purchase price
of $425, which was equal to the appraised value of the interests as determined by an independent third party. The acquisition was approved by Simon Property's independent directors. As a result, the
Management Company is now our wholly owned consolidated taxable REIT subsidiary ("TRS"). See Note 7 for further discussion of the operations of the Management Company for the years ended
December 31, 2002 and 2001.

65

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2.     Basis of Presentation and Consolidation

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

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



The
deficit minority interest balances in the accompanying balance sheets represent outside partners' interests in the net equity of certain properties. We record deficit minority
interests when a joint venture agreement provides for the settlement of deficit capital accounts before distributing the proceeds from the sale of joint venture assets, the joint venture partner is
obligated to make additional contributions to the extent of any capital account deficits or the joint venture partner has the ability to fund such additional contributions.

Investments
in partnerships and joint ventures represent noncontrolling ownership interests in Properties and prior to 2003 our investment in the Management Company. We account for
these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with
the provisions of the applicable partnership or joint venture agreement, and cash contributions and distributions. The allocation provisions in the partnership or joint venture agreements are not
always consistent with the legal ownership interests held by each general or limited partner or joint venturer primarily due to partner preferences.

As
of December 31, 2003, of our 245 Properties we consolidated 155 wholly-owned Properties, consolidated 14 additional Properties that are less than wholly owned which we
control, and accounted for 76 Properties using the equity method. We manage the day-to-day operations of 65 of the 76 equity method Properties.

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

For the Year Ended December 31,2003

2002

200175.4
%
73.6
%
72.5
%


Simon Property's ownership interest in the Operating Partnership as of December 31, 2003 was 76.8% and at December 31, 2002 was 74.3%. We adjust the
limited partners' interest at the end of each period to reflect changes in their ownership interest in the Operating Partnership. The adjustment is reflected in the accompanying statements of
partners' equity.

3.     Summary of Significant Accounting Policies



We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including salaries
and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred related to construction. We capitalize improvements and replacements from repair and maintenance
when the repairs and maintenance extend the useful life, increase capacity, or improve the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We record
depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives
of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We record depreciation on tenant allowances, tenant inducements and

66

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tenant
improvements utilizing the straight-line method over the term of the related lease. We record depreciation on equipment and fixtures utilizing the straight-line method
over seven to ten years.

We
review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of
investment properties may not be recoverable. These circumstances include, but are not limited to, declines in cash flows, occupancy and comparable sales per square foot at the property. We recognize
an impairment of investment property when the estimated undiscounted operating income before depreciation and amortization is less than the carrying value of the property. To the extent impairment has
occurred, we charge to income the excess of carrying value of the property over its estimated fair value. We may decide to sell properties that are held for use and the sale prices of these properties
may differ from their carrying values.

Goodwill
resulted from Simon Property's merger with Corporate Property Investors, Inc. in 1998. We adopted SFAS No. 142 "Goodwill and Other Intangibles" on
January 1, 2002 and as a result we ceased amortizing goodwill in accordance with SFAS No. 142 which was approximately $1.2 million annually. The impact of adopting SFAS
No. 142 resulted in no impairment of our goodwill. We review goodwill for impairment at the reporting unit level on an annual basis or more frequently if an event occurs that would change the
fair value of the reporting unit below its carrying amount. If we determine the reporting unit is impaired, the loss would be recognized as an impairment loss in income. Goodwill is reflected in
"deferred costs, other assets, and minority interest, net" in the accompanying balance sheets.



We consider all highly liquid investments purchased with an original maturity of 90 days or less cash and cash equivalents. Cash equivalents are carried at
cost, which approximates market value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements, and money markets. Our balance of cash and cash
equivalents includes a balance of $174.8 million related to our gift card program which we
do not consider available for general working capital purposes. See Notes 4, 8, and 10 for disclosures about non-cash investing and financing transactions.



Marketable securities consist primarily of the assets of the insurance subsidiaries of the Management Company and are included in deferred costs, other assets,
and minority interest, net. The types of securities typically include U.S Treasury or other U.S. government securities as well as corporate debt securities. These securities are classified as
available-for-sale and are valued based upon quoted market prices or using discounted cash flows when quoted market prices are not available. The amortized cost of debt
securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive
income until the gain or loss is realized and recorded in other income. However, if we determine a decline in value is other than temporary, then we recognize the unrealized loss in income to write
down the investments to their net realizable value.

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



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

67

---



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

For the Year Ended December 31,2003

2002

2001$
10,562

$
4,249

$
9,807




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



Our deferred costs consist primarily of financing fees we incurred in order to obtain long-term financing and internal and external leasing
commissions and related costs. We record amortization of deferred financing costs on a straight-line basis over the terms of the respective loans or agreements. Our deferred leasing costs
consist primarily of capitalized salaries and related benefits in connection with lease originations. We record amortization of deferred leasing costs on a straight-line basis over the
terms of the related leases. We amortize debt premiums and discounts over the remaining terms of the related debt instruments. These debt premiums or discounts arise either at the debt issuance or as
part of the purchase price allocation of the fair value of debt assumed in acquisitions. Net deferred costs of $129,246 as of December 31, 2003 are net of accumulated amortization of $178,710
and net deferred costs of $149,360 as of December 31, 2002 are net of accumulated amortization of $194,691.

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

For the year ended December 31,2003

2002

2001Amortization of deferred financing costs

$
15,710

$
17,079

$
16,513Amortization of debt premiums net of discounts

$
(5,723
)
$
(2,269
)
$
(5,178
)Amortization of deferred leasing costs

$
18,626

$
17,210

$
15,141


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



On January 1, 2001 we adopted SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 138, "Accounting
for Derivative Instruments and Hedging Activities." On adoption, we recorded $2.0 million of unrecognized losses in other comprehensive income as a cumulative effect of accounting change. We
also recorded an expense of $1.7 million as a cumulative effect of accounting change in the statement of operations, which includes our $1.5 million share of joint venture cumulative
effect of accounting change.

We
use a variety of derivative financial instruments in the normal course of business to manage or hedge the risks described in Note 8 and record all derivatives on our balance
sheets at fair value. We require that hedging derivative instruments are effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets
these hedging criteria as a hedge at the inception of the derivative contract.

We
adjust our balance sheets on an ongoing basis to reflect the current fair market value of our derivatives. We record changes in the fair value of these derivatives each period in
earnings or comprehensive income, as appropriate. The ineffective portion of the hedge is immediately recognized in earnings to the extent that the change in value of a derivative does not perfectly
offset the change in value of the instrument being hedged. The unrealized gains and

68

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losses
held in accumulated other comprehensive income will be reclassified to earnings over time as the hedged items are recognized in earnings. We have a policy of only entering into contracts with
major financial institutions based upon their credit ratings and other factors.

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



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

2003

2002Cumulative translation adjustment

$
1,856

$
(2,189
)Accumulated derivative gains and (losses), net


13,488


(5,282
)Net unrealized gains on marketable securities


1,337


Total accumulated comprehensive income (loss)

$
16,681

$
(7,471
)


General partner's equity included $12.6 million as of December 31, 2003 and $(8.1) million as of December 31, 2002. Limited partner's
equity included $4.1 million as of December 31, 2003 and $0.6 million as of December 31, 2002.



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



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



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

We
structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from
our tenants. Property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. Our

69

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advertising
and promotional costs are expensed as incurred. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures
are incurred. We also receive escrow payments for these reimbursements from substantially all our tenants throughout the year. We do this to reduce the risk of loss on uncollectible accounts once we
perform the final year end billings for recoverable expenditures. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year and we believe these
differences were not material in any period presented. We recognize revenues from our gift card program when fees are earned according to the provisions of the card arrangements and respective terms
and conditions.



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

Insurance
premiums written and ceded are recognized on a pro-rata basis over the terms of the policies. Insurance losses are reflected in property operating expenses in the
accompanying statements of operations and comprehensive income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on
evaluations by actuaries and management's best estimates.



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

For the year ended December 31,2003

2002

2001Balance at Beginning of Year

$
20,120

$
24,494

$
20,068Consolidation of Management Company


1,700





Provision for Credit Losses


14,675


8,727


8,387Accounts Written Off


(5,190
)

(13,101
)

(3,961
)Balance at End of Year

$
31,305

$
20,120

$
24,494




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.

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

70

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As
a result of the consolidation of the Management Company, the deferred tax assets and liabilities and income tax expense of the Management Company are included in the accompanying
consolidated financial statements as of and for the year ended December 31, 2003. A net deferred tax asset of $22.0 million related to Simon Property's TRS subsidiaries is included in
deferred costs, other assets, and minority interest, net in the accompanying balance sheet. The net deferred tax asset consists primarily of operating loss and other carryforwards for Federal income
tax purposes as well as the timing of the deductibility of losses from insurance subsidiaries.



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

|                                                                        |  | For the Year Ended December 31, |            
|----------------------------------------------------------------------- |  | ------------------------------- | -----------
|
|Income from continuing operations, after the preferred unit requirement |  | $                               | 382,717    
|Discontinued operations                                                 |  |                                 | 29,815     
|Cumulative effect of accounting change                                  |  |                                 |           
|                                                                        |  |                                 |            
|Net Income available to unitholders  Basic                             |  | $                               | 412,532    
|                                                                        |  |                                 |            
|Effect of dilutive securities:                                          |  |                                 |            
|Dilutive convertible preferred unit requirements                        |  |                                 |           
|                                                                        |  |                                 |            
|Net Income available to unitholders  Diluted                           |  | $                               | 412,532    
|                                                                        |  |                                 |            
|Weighted Average units Outstanding  Basic                              |  |                                 | 248,926,276
|Effect of stock options                                                 |  |                                 | 823,532    
|Effect of convertible preferred units                                   |  |                                 |           
|                                                                        |  |                                 |            
|Weighted Average units Outstanding  Diluted                            |  |                                 | 249,749,808
|                                                                        |  |                                 |            

|                                                                        |  | For the Year Ended December 31, |     
|----------------------------------------------------------------------- |  | ------------------------------- | ----
|
|Basic Earnings per unit:                                                |  |                                 |     
|Income from continuing operations, after the preferred unit requirement |  | $                               | 1.54
|Discontinued operations                                                 |  |                                 | 0.12
|Cumulative effect of accounting change                                  |  |                                 |    
|                                                                        |  |                                 |     
|Net Income available to unitholders  Basic                             |  | $                               | 1.66
|                                                                        |  |                                 |     
|Diluted Earnings per unit:                                              |  |                                 |     
|Income from continuing operations, after the preferred unit requirement |  | $                               | 1.53
|Discontinued operations                                                 |  |                                 | 0.12
|Cumulative effect of accounting change                                  |  |                                 |    
|                                                                        |  |                                 |     
|Net Income available to unitholders  Diluted                           |  | $                               | 1.65
|                                                                        |  |                                 |     

71

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For the year ending December 31, 2003, potentially dilutive securities include stock options, the Series B convertible preferred units and the other
classes of preferred units. Units held by the limited partners may be exchanged for shares of common stock in Simon Property, on a one-for-one basis in certain circumstances.
If exchanged, the units would not have a dilutive effect. We accrue distributions when they are declared.



In 2002, we adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144") that supersedes SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of." SFAS No. 144 supersedes the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations  Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" for the disposal of a segment of a business. SFAS No. 144 provides a framework for the evaluation of impairment of long-lived assets,
the treatment of assets held for sale or to be otherwise disposed of, and the reporting of discontinued operations. SFAS No. 144 requires us to reclassify any material operations related to
consolidated properties sold during the period that were not classified as held for sale as of December 31, 2001 to discontinued operations. We have reclassified the results of operations of
the 13 properties sold during 2003 described in Note 4 to discontinued operations in the accompanying statements of operations and comprehensive income for 2003 and 2002. Their results of
operations were not material to 2001. Revenues included in discontinued operations were $38.0 million for the year ended December 31, 2003 and $61.6 million for the year ended
December 31, 2002.



We made certain reclassifications of prior period amounts in the financial statements to conform to the 2003 presentation. These reclassifications have no impact
on net income previously reported. These include reclassifying certain home office and regional office costs, and general and administrative expenses; the adoption of SFAS No. 145 "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections" ("SFAS No. 145"); and reclassifications in the statements of cash flows in 2001.

As
a result of the consolidation of the Management Company, we have elected to present "home and regional office costs" and "general and administrative" expenses as separate expense
captions. In 2002 and 2001, "home and regional office costs" and "general and administrative" expenses incurred related to consolidated Properties were included in "Property operating" expense. These
expenses have been reclassified to conform with the current year presentation. In 2002, we reclassified $44.5 million from property operating expenses, $0.3 million from advertising and
promotion, and $3.2 million from other expenses to the "home and regional office costs" and "general and administrative" categories. In 2001, we reclassified $42.8 million from property
operating expenses, $1.6 million from advertising and promotion, and $3.1 million from other expenses to the "home and regional office costs" and "general and administrative" categories.
"Home and regional office costs" include salary and benefits, office rent, office expenses and information services expenses incurred in our home office and regional offices. "General and
administrative" expenses represent the costs of operating as a public company and include such items as stock exchange fees, public and investor relations expenses, certain executive officers'
compensation expenses, audit fees, and legal fees.

Effective
January 1, 2003, we adopted SFAS No. 145 and therefore we have reclassified for all periods presented in the accompanying statements of operations and
comprehensive income those items which no longer qualify as extraordinary items to income from continuing operations. In 2002, we reclassified $14.3 million, or $0.06 per unit, of gains from
debt extinguishments of consolidated Properties to "Gains from debt related transactions, net."

We
reclassified distributions from unconsolidated entities that represent return on investments in the statements of cash flows to "net cash provided by operating activities" from "net
cash used in investing activities" for all periods presented. "Distributions of capital from unconsolidated entities" represent cash distributions from operations in excess of net income and financing
activities. In addition, we reclassified distributions to minority interest owners of consolidated properties in the statements of cash flows to "net cash provided by operating activities" from "net
cash provided by (used in) financing activities" for all periods presented.

72

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4.     Real Estate Acquisitions, Disposals, and Impairment



On March 14, 2003, we purchased the remaining interest in The Forum Shops at Caesars in Las Vegas, NV from the minority limited partner who initiated the
buy/sell provision of the partnership agreement. We purchased this interest for $174.0 million in cash and assumed the minority limited partner's $74.2 million share of debt and other
partnership liabilities. We funded this purchase with borrowings from our Credit Facility (Note 8). We recorded minority interest expense relating to the minority limited partner's share of the
results of operations of The Forum Shops at Caesars through March 14, 2003.

On
August 20, 2003, we purchased a 100% leasehold stake in Stanford Shopping Center in Palo Alto, California for $333.0 million from Stanford University. Stanford
University holds, as lessor, a long-term ground lease underlying the asset. We funded this purchase with the mortgage discussed in Note 8, with borrowings from our Credit Facility,
and with available working capital.

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



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

We
recorded intangible assets and liabilities that net to $55.5 million as part of our purchase accounting allocations in 2003.



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

The
purchase price was €2.5 billion for the 45.1 million outstanding shares of Rodamco stock, or €55 per share, and the assumption of
certain Rodamco obligations. Our share of the total purchase price was approximately $1.6 billion, including €795.0 million or $720.7 million to acquire Rodamco
shares, the assumption of $579 million of

73

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debt
and preferred units, and cash of $268.8 million to pay off our share of corporate level debt and unwind interest rate swap agreements.

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

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

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

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

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

We
recorded intangible assets and liabilities that net to $53.6 million as part of our purchase accounting allocations in 2002.



On February 5, 2004, we purchased a 95% interest in Gateway Shopping Center in Austin, Texas, for approximately $107 million. We funded this
transaction with borrowings on our Credit Facility and with the issuance of 120,671 units valued at approximately $6 million.



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

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

74

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

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

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

During
2001, we sold one community center, one regional mall, and one office building that resulted in net proceeds of $19.6 million and a net gain of $2.6 million.

The
cash flows and results of operations of the Properties disposed of during the three years ended December 31, 2003 were not material to our cash flows and results of
operations. These Properties' removal from service will not materially affect our ongoing operations.



In 2001, in connection with our anticipated disposal of nine Properties identified as held for sale we recorded a $47.0 million expense for impairment. As
discussed above, we disposed of seven of the nine assets held for sale in 2002 and one additional property in 2003. We placed the remaining asset held for sale back in service as held for use. In
general, the overall decline in the economy has caused tenants to vacate space at certain non-core Properties decreasing occupancy rates and leading to declines in the fair values of these
assets due to decreased profitability. In addition, we committed to a plan to dispose of these assets. We estimated the impairment of these assets using a combination of estimations of the fair value
based upon a multiple of the net cash flow of the Properties and discounted cash flows from the individual Properties' operations as well as contract prices, if applicable. The nine properties' cash
flows and results of operations were not material to our cash flows and results of operations and their removal from service will not materially affect our ongoing operations. We wrote off
miscellaneous technology and other investments of $2.7 million in 2002 and $5.7 million in 2001, all of which were included in other expense in the accompanying statements of operations
and comprehensive income. In addition, in 2001 the Management Company decided to postpone further development of clixnmortar, a technology investment. As a result, the Management Company wrote off its
investment in clixnmortar of which our share was a net $13.9 million.

75

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5.     Balance Sheet data

The following summarized balance sheet represents the impact of the Rodamco acquisition in 2002 and the acquisition of the remaining two-thirds
interest in Copley Place. The 2003 transactions were not material in the aggregate.

2002Investment properties, at cost

$
1,110,120Cash and cash equivalents


9,272Tenant receivables


8,786Investment in unconsolidated entities


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


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


26,433Total assets

$
1,698,538Mortgages and other indebtedness

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


108,356Other liabilities


8,326Total liabilities

$
575,579


6.     Investment Properties

Investment properties consist of the following:

December 31,2003

2002Land

$
2,046,120

$
2,001,544Buildings and improvements


12,622,728


11,964,906Total land, buildings and improvements


14,668,848


13,966,450Furniture, fixtures and equipment


136,225


119,360Investment properties at cost


14,805,073


14,085,810Less  accumulated depreciation


2,534,898


2,204,743Investment properties at cost, net

$
12,270,175

$
11,881,067Construction in progress included in investment properties

$
243,520

$
136,622


7.     Investments in Unconsolidated Entities

Joint ventures are common in the real estate industry. We use joint ventures to finance properties and diversify our risk in a particular property or trade area.
We may also use joint ventures in the development of new properties. We held joint venture ownership interests in 76 Properties as of December 31, 2003 and 69 as of December 31,
2002, as well as joint venture interests in our investments in 47 European shopping centers as of December 31, 2003 and 8 European shopping centers as of December 31, 2002. Since we do
not fully control these joint venture Properties, accounting principles generally accepted in the United States currently require that we account for these Properties on the equity method. See
Note 13 for discussion of the impact of new accounting pronouncements on consolidation principles. Substantially all of our joint venture Properties are subject to rights of first refusal,
buy-sell provisions, or other sale rights for partners which are customary in real estate partnership agreements and the industry. Our partners in these joint ventures may initiate these
provisions at any time, which will result in either the sale of or the use of available cash or borrowings to acquire the partnership interest.

76

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Summary
financial information of the joint ventures and a summary of our investment in and share of income from such joint ventures follow. This information includes Mall of America
(see Note 11). We condensed into separate line items major captions of the statements of operations for joint venture interests sold or consolidated. Consolidation occurs when we acquire an
additional interest in the joint venture and as a result, gain unilateral control of the Property. We reclassified these line items into "Discontinued Joint Venture Interests", so that we may present
results of operations for those joint venture interests held as of December 31, 2003.

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

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

77

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As
of December 31, 2003, scheduled principal repayments on joint venture indebtedness were as follows:

2004

$
453,6332005


1,458,0472006


1,235,0642007


472,8502008


652,966Thereafter


2,366,316Total principal maturities


6,638,876Net unamortized debt premiums


4,176Total mortgages and other notes payable

$
6,643,052


This
debt becomes due in installments over various terms extending through 2017 with interest rates ranging from 1.49% to 9.05% and a weighted average rate of 5.83% at
December 31, 2003.

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|                                                             |                               | For the Year Ended December 31, |        
|------------------------------------------------------------ | ----------------------------- | ------------------------------- | -------
|
|STATEMENTS OF OPERATIONS                                     |                               |                                 |        
|Revenue:                                                     |                               |                                 |        
|                                                             | Minimum rent                  |                                 | $      
|                                                             | Overage rent                  |                                 |        
|                                                             | Tenant reimbursements         |                                 |        
|                                                             | Other income                  |                                 |        
|                                                             |                               |                                 |        
|                                                             |                               |                                 |        
|Operating Expenses:                                          |                               |                                 |        
|                                                             | Property operating            |                                 |        
|                                                             | Depreciation and amortization |                                 |        
|                                                             | Real estate taxes             |                                 |        
|                                                             | Repairs and maintenance       |                                 |        
|                                                             | Advertising and promotion     |                                 |        
|                                                             | Provision for credit losses   |                                 |        
|                                                             | Other                         |                                 |        
|                                                             |                               |                                 |        
|                                                             |                               |                                 |        
|                                                             |                               |                                 |        
|Operating Income                                             |                               |                                 | 672,301
|Interest Expense                                             |                               |                                 | 364,740
|                                                             |                               |                                 |        
|Income Before Minority Interest and Unconsolidated Entities  |                               |                                 | 307,561
|Loss from debt related transactions                          |                               |                                 |       
|Minority interest                                            |                               |                                 | (654   
|Income from unconsolidated entities                          |                               |                                 | 8,393  
|                                                             |                               |                                 |        
|Income from Continuing Operations                            |                               |                                 | 315,300
|Income from Discontinued Joint Venture Interests             |                               |                                 | 1,295  
|                                                             |                               |                                 |        
|Income Before Cumulative Effect of Accounting Change ("IBC") |                               |                                 | 316,595
|Cumulative Effect of Accounting Change                       |                               |                                 |       
|                                                             |                               |                                 |        
|Net Income                                                   |                               | $                               | 316,595
|                                                             |                               |                                 |        
|Third-Party Investors' Share of IBC                          |                               | $                               | 190,535
|                                                             |                               |                                 |        
|The Operating Partnership's Share of IBC                     |                               | $                               | 126,060
|Amortization of Excess Investment                            |                               |                                 | 24,967 
|                                                             |                               |                                 |        
|Income from Joint Ventures                                   |                               | $                               | 101,093
|                                                             |                               |                                 |        



Our investments in the 47 shopping centers in Europe are dependent upon the relationship with two companies that operate the hypermarkets that anchor the shopping
centers, including our partner in GCI, the Rinascente Group who operates the hypermarkets in Italy through its affiliates. Our total equity investment in our European properties, including
subordinated debt, was approximately $311.1 million as of December 31, 2003.

We
have a 35.2% ownership interest in European Retail Enterprises, B.V. ("ERE"), that is accounted for using the equity method of accounting. The agreements with ERE are
structured to allow us to acquire an additional 26.1% ownership interest over time. The future commitments to purchase shares from three of the existing shareholders of ERE are based upon a multiple
of adjusted results of operations in the year prior to the purchase of the shares. Therefore, the actual amount of these additional commitments may vary. The current estimated additional

79

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commitment
is approximately $60 million to purchase shares of stock of ERE, assuming that the three existing shareholders exercise their rights under put options. We expect these purchases to
be made from 2006-2008.



On January 1, 2003, we acquired all of the remaining equity interests of the Management Company, and as a result, the Management Company is now our wholly
owned consolidated taxable REIT subsidiary. Prior to this, we owned voting and non-voting common stock and three classes of participating preferred stock of the Management Company;
however, 95% of the voting common stock was owned by three Simon family members. As of December 31, 2002 we accounted for our investment in the Management Company using the equity method of
accounting. At that time, we exercised significant influence but did not control the financial and operating policies of the Management Company. Our preferred and common interest and our note
receivable from the Management Company entitled us to approximately 98% of the after-tax economic benefits of the Management Company's operations.

As
of December 31, 2002, amounts due from the Management Company for unpaid accrued interest and unpaid accrued preferred dividends were not material to the financial statements.
Prior to the consolidation of the Management Company, common costs were allocated by the Management Company to us, based primarily on minimum and overage rent, using assumptions that we believe are
reasonable. The following table summarizes interest income and preferred dividends from the Management Company, included in other income, and total costs incurred on consolidated properties related to
services provided by the Management Company:

For the Year Ended December 31,2002

2001Interest and preferred dividends

$
13,620

$
13,638Total costs incurred on consolidated properties

$
75,917

$
85,927


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

December 31, 2002BALANCE SHEET DATA:Total assets

$
210,367Notes payable to the Operating Partnership at 7%, due 2008, and advances


75,105Shareholders' equity

$
54,562Our share of total assets

$
208,347Our net investment in the Management Company

$
95,517


For the Year Ended December 31,2002

2001OPERATING DATA:Total revenue

$
130,988

$
108,302Operating (loss) income


33,571


(5,526
)Net income available for common shareholders excluding losses from MerchantWired LLC

$
30,552

$
14,474Our share of net income (loss) after intercompany profit elimination:Management Company income excluding losses from MerchantWired LLC

$
14,116

$
15,365Losses from MerchantWired LLC


(32,742
)

(18,104
)Total net loss

$
(18,626
)
$
(2,739
)


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

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

We
and the other members of MerchantWired LLC paid $49.5 million directly to a MerchantWired LLC vendor to purchase the Cable in satisfaction of a lease guarantee
obligation, of which our share was $26.3 million. As a result, we now own and control the Cable in our properties. The amount of the Cable acquired totaled $19.3 million.

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The
Cable was installed in both consolidated and joint venture Properties and is being amortized over four years. We are currently using the Cable for connectivity to our mall management offices.

8.     Indebtedness and Derivative Financial Instruments

Our mortgages and other indebtedness consist of the following:

|                                                                                                                                                   |  | December 31,
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|
|Fixed-Rate Debt                                                                                                                                    |  |             
|Mortgages and other notes, including $21,742 and $29,683 net premiums, respectively. Weighted average interest and maturity of 6.57% and 6.5 years |  | $           
|Unsecured notes, including $16,547 and $17,770 net discounts, respectively. Weighted average interest and maturity of 6.74% and 4.8 years          |  |             
|63/4% Putable Asset Trust Securities, including $0 and $236 net premium, respectively, due November 2003                                           |  |             
|7% Mandatory Par Put Remarketed Securities, including $4,933 and $5,011 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 maturity of 7.31% and 1.0 year          |  |             
|                                                                                                                                                   |  |             
|Total fixed-rate debt                                                                                                                              |  |             
|Variable-Rate Debt                                                                                                                                 |  |             
|Mortgages and other notes, at face value, respectively. Weighted average interest and maturity of 2.55% and 1.5 years                              |  | $           
|Floating Rate Mandatory Extension Notes, due November 15, 2014. Weighted average interest and maturity of 1.92% and 10.9 years                     |  |             
|Credit 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 2.25% and 1.5 years                                                                 |  |             
|                                                                                                                                                   |  |             
|Total variable-rate debt                                                                                                                           |  |             
|Fair value interest rate swaps                                                                                                                     |  |             
|                                                                                                                                                   |  |             
|Total mortgages and other indebtedness, net                                                                                                        |  | $           
|                                                                                                                                                   |  |             

General.We have pledged 76 Properties as collateral to secure related mortgage
notes including 8 pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 38 Properties. Under these cross-default provisions, a default under any mortgage included
in the cross-defaulted package may constitute a default under all such mortgages and may lead to acceleration of the indebtedness due on each Property within the collateral package. Of our 76
encumbered Properties, indebtedness of 19 of these encumbered Properties and our unsecured notes are subject to various financial performance covenants relating to leverage ratios, annual real
property appraisal requirements, debt service coverage ratios, minimum net worth ratios, debt-to-market capitalization, and/or minimum equity values. Our mortgages and other
indebtedness may be prepaid but are generally subject to prepayment of a yield-maintenance premium or defeasance. As of December 31, 2003, we are in compliance with all our debt covenants.

Mortgages and Other Indebtedness.The net book value of our 76 encumbered Properties was
$4.5 billion at December 31, 2003. The balance of fixed and variable rate mortgage notes was $4.2 billion as of December 31, 2003 and of this amount $4.0 billion is
nonrecourse to us. The fixed-rate mortgages generally require monthly payments of principal and/or interest. The interest rates of variable-rate mortgages are typically based
on LIBOR.

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Some
of our limited partners guarantee a portion of our consolidated debt through foreclosure guarantees. In total, 53 limited partners provide guarantees of foreclosure of
$354.8 million of our consolidated debt at 12 consolidated Properties. In each case, the loans were made by unrelated third party institutional lenders and the guarantees are for the benefit of
each lender. In the event of foreclosure of the mortgaged property, the proceeds from the sale of the property are first applied against the amount of the guarantee and also reduce the amount payable
under the guarantee. To the extent the sale proceeds from the disposal of the property do not cover the amount of the guarantee, then the limited partner is liable to pay the difference between the
sale proceeds and the amount of the guarantee so that the entire amount guaranteed to the lender is satisfied. The debt is non-recourse to us and our affiliates.

On
April 1, 2003, we paid off, using available cash flow, a $34.0 million variable rate mortgage, at LIBOR plus 150 basis points, that encumbered one consolidated
Property. In addition, we refinanced another consolidated mortgaged Property with a $100.0 million 4.60% fixed rate mortgage that matures on July 1, 2013. The previous mortgage had a
balance of $85.5 million at a weighted average fixed rate of 7.16% and was to mature on December 31, 2003.

On
August 20, 2003, in connection with our acquisition of Stanford Shopping Center, see Note 4, we secured a $220.0 million, 3.60% fixed rate, interest only, five
year mortgage. We borrowed $110.0 million from our Credit Facility and used available working capital to fund the remainder of the acquisition.

On
November 14, 2003, we secured a $550.0 million leasehold financing encumbering Forum Shops at a fixed-rate of 4.78% due December 1, 2010. This
replaced the existing $175.0 million mortgage that
had an initial maturity of May 2004 and was effectively fixed at an average interest rate of 6.67% including interest rate protection agreements. The financing generated excess proceeds of
$370.8 million that we used to unencumber one asset, to reduce borrowings on our Credit Facility and for general corporate purposes.

Unsecured Notes.We have $735.0 million of unsecured notes that are structurally senior in right
of payment to holders of other unsecured notes to the extent of the assets and related cash flows of certain Properties. These unsecured notes have a weighted average interest rate of 7.51% and
weighted average maturities of 5.5 years.

On
March 18, 2003, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average
fixed interest rate of 5.11%. Subsequently, we exchanged notes that had been registered under the Securities Act of 1933 for the Rule 144A notes. The exchange notes and the Rule 144A
notes have the same economic terms and conditions. The first tranche is $300.0 million at a fixed interest rate of 4.875% due March 18, 2010 and the second tranche is
$200.0 million at a fixed interest rate of 5.45% due March 15, 2013. The net proceeds from this offering were $498.7 million, of which $440.0 million was used to reduce
borrowings on our $1.25 billion unsecured credit facility (the "Credit Facility").

On
April 1, 2003, we paid off $100.0 million of 7.05% unsecured notes that matured on that date with the remaining portion of the proceeds from the senior unsecured notes
mentioned above and available working capital. On June 15, 2003, we paid off $375.0 million of 6.625% unsecured notes that matured on that date with borrowings from our Credit Facility.

On
November 15, 2003, we exchanged with the institutional holder of our $100.0 million of 6.75% Putable Asset Trust Securities (PATS), which had a call option settlement
feature on that date, $113.1 million Floating Rate Mandatory Extension Notes (MAXES) due November 15, 2014. The MAXES bear interest during the first year at LIBOR plus 80 basis points.
The exchange of the PATS for the MAXES did not result in a significant modification of the terms in the debt arrangement.

On
January 20, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average
fixed interest rate of 4.21%. The first tranche is $300.0 million at a fixed interest rate of 3.75% due January 30, 2009 and the second tranche is $200.0 million at a fixed
interest rate of 4.90% due January 30, 2014. We received cash and we exchanged, with the holder, the MAXES discussed above for a portion of the second tranche of the notes. We intend to
file a registration statement under the Securities Act of 1933

83

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relating
to an offer to exchange the notes of each series for registered notes with substantially identical economic terms. If we do not complete the exchange offer within 180 days after the
issuance of the notes, the interest rates on the notes will be increased by 0.50% per year. The exchange of the MAXES for the notes instruments did not result in a significant modification of the
terms in the debt arrangement.

Credit Facility.The Credit Facility is a $1.25 billion unsecured revolving credit facility with
a maturity date of April 16, 2005 and a one-year extension of the maturity date available at our option. The Credit Facility 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. On June 23, 2003, we restructured our Credit Facility to establish a $100 million EURO
sub-tranche which provides availability for Euros at EURIBOR plus 65 basis points and dollars at LIBOR plus 65 basis points, at our option, and has the same maturity date as the overall
Credit Facility. The amount available under the $100 million EURO sub-tranche will vary with changes in the exchange rate, however, we may also borrow the amount available under
this EURO sub-tranche in dollars, if necessary. We use the Credit Facility primarily for funding acquisition, renovation and expansion and predevelopment opportunities and general
corporate purposes. The Credit Facility contains financial covenants relating to a capitalization value, minimum EBITDA and unencumbered EBITDA coverage ratio requirements and a minimum equity value.

As of December 31,2003

2002Total Facility Amount

$
1,250,000

$
1,250,000Borrowings


(327,901
)

(308,000
)Letters of credit


(24,081
)

(23,651
)Remaining Availability

$
898,018

$
918,349Effective Interest rate


1.94%


2.03%Maximum borrowings during the period ended

$
667,067

$
743,000Average borrowings during the period ended

$
396,250

$
411,263


Euro Facility and Euro denominated indebtedness.On June 27, 2003, we retired
our existing €90 million EURO-denominated unsecured credit agreement (the "EURO Facility"), which had an initial maturity date of July 31, 2003, with
available working capital of $28.2 million and €34.7 million borrowed from a new EURO sub-tranche of our Credit Facility.

On
December 17, 2003, we secured a €200 million EURO-denominated one-year unsecured term loan with two additional
one-year extensions available at our option. The loan bears interest at EURIBOR plus 60 basis points. The initial borrowing of €163 million was used to fund a
portion of the acquisition of Gallerie Commerciali Italia.



Our scheduled principal repayments on indebtedness as of December 31, 2003 were as follows:

2004

$
1,480,8502005


913,1052006


1,407,9802007


1,491,0312008


691,417Thereafter


4,270,682Total principal maturities


10,255,065Net unamortized debt discounts and other


11,323Total mortgages and other indebtedness

$
10,266,388


84

---

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

| |  | For the year ended December 31, |         | 
| |  | ------------------------------- | ------- | 
|
| |  | $                               | 596,274 | 



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

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

As
of December 31, 2003, we have reflected the fair value of outstanding consolidated derivatives in other assets for $1.2 million, and in other liabilities for
$3.6 million. In addition, we recorded the benefits from our treasury lock agreements in accumulated comprehensive income and the unamortized balance of these agreements is $10.1 million
as of December 31, 2003. As of December 31, 2003, our outstanding LIBOR based derivative contracts consist of:

Within
the next twelve months, we expect to reclassify to earnings approximately our $1.8 million share of expense of the current balance held in accumulated other comprehensive
income. The amount of ineffectiveness relating to fair value and cash flow hedges recognized in income during the periods presented was not material.



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

December 31,2003

2002Fair value of fixed-rate mortgages and other indebtedness

$
9,189,538

$
8,816,981Discount rates assumed in calculation of fair value


4.81%


4.41%


85

---

9.    Rentals under Operating Leases

Future minimum rentals to be received under noncancelable tenant operating leases for each of the next five years and thereafter, excluding tenant reimbursements
of operating expenses and percentage rent based on tenant sales volume, as of December 31, 2003, are as follows:

2004

$
1,122,9942005


1,024,8732006


915,8522007


795,4672008


671,873Thereafter


2,176,910$
6,707,969


Approximately
0.85% of future minimum rents to be received are attributable to leases with an affiliate of a limited partner in the Operating Partnership.

10.    Partners' Equity



On January 22, 2003, three limited partners exchanged 13,469 Units for 13,469 shares of Simon Property common stock. On February 19, 2003,
two limited partners exchanged 2,867,341 Units for 2,867,341 shares of Simon Property common stock.

We
issued 733,617 units to Simon Property related to employee stock options exercised during 2003. We used the net proceeds from the option exercises of approximately
$17.5 million for general working capital purposes. We also issued 12,443,195 units in connection with the conversions of the 6.5% Series B preferred units.

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



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

|                                                                                                                                                      |  | As of December 31,
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|
|Series B 6.5% convertible preferred units, 5,000,000 units authorized, 0 and 4,830,057 issued and outstanding to the general partner                  |  | $                 
|Series C 7.00% cumulative convertible preferred units, 2,700,000 units authorized and 2,600,895 issued and outstanding                                |  |                   
|Series D 8.00% cumulative redeemable preferred units, 2,700,000 units authorized and 2,600,895 issued and outstanding                                 |  |                   
|Series E 8.00% cumulative redeemable preferred units, 1,000,000 units authorized, 1,000,000 issued and outstanding to the general partner             |  |                   
|Series F 8.75% cumulative redeemable preferred units, 8,000,000 units authorized, issued and outstanding to the general partner                       |  |                   
|Series G 7.89% cumulative step-up premium rate convertible preferred units, 3,000,000 units authorized, issued and outstanding to the general partner |  |                   
|Series H Variable Rate Preferred Units, 3,328,540 units authorized, 78,012 and 0 issued and outstanding                                               |  |                   
|7.75%/8.00% Cumulative Redeemable Preferred Units, 900,000 units authorized, 822,588 and 0 issued and outstanding                                     |  |                   
|7.5% Cumulative Redeemable Preferred Units, 260,000 units authorized, 251,096 and 0 issued and outstanding                                            |  |                   
|                                                                                                                                                      |  |                   
|                                                                                                                                                      |  | $                 
|                                                                                                                                                      |  |                   

86

---



Series A 6.5% Convertible Preferred Units.During 2002, all of the remaining 49,839
Series A convertible preferred units were converted into 1,893,651 units. In addition, during 2002, another 19,375 units were issued in lieu of the cash dividends allocable to
those preferred units.

Series B 6.5% Convertible Preferred Units.On November 13, 2003, Simon Property announced
that it would redeem the remaining shares of its 6.5% Series B Convertible Preferred Stock on December 15, 2003 at a redemption price of 105% of the liquidation value plus accrued and
unpaid distributions to the redemption date or $106.34 per share. The holders of 4,297,989 shares of the preferred stock elected to convert each of these shares into 2.58605 shares of
common stock of Simon Property prior to the redemption. Simon Property issued 11,114,672 shares of common stock to the holders who exercised their conversion rights. Accordingly, we issued an
equivalent 11,114,672 units to Simon Property in connection with the redemption. On December 15, 2003 the remaining 18,340 Series B preferred units were redeemed for cash at the
terms listed above with proceeds from the issuance of the Series H preferred units.

In
addition, earlier in 2003 prior to the redemption, 513,728 units of the preferred units were converted into 1,328,523 units.

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

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

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

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

87

---

series
of preferred shares. If the corresponding series of preferred stock is redeemed, the Series F preferred units would also be redeemed.

Series G 7.89% Cumulative Step-Up Premium Rate Preferred Units.Each Series G
7.89% cumulative step-up premium rate preferred unit has a liquidation value of $50.00 and currently accrues distributions at the rate of $3.945 annually. Beginning October 1, 2012,
the annual distribution rate increases to $4.945. Management intends to redeem the corresponding series of Simon Property preferred stock prior to October 1, 2012. Beginning
September 30, 2007, Simon Property may redeem the corresponding preferred stock in whole or in part, using the proceeds of other capital stock of Simon Property, at the liquidation value of
$50.00 per share, plus accrued dividends. If the corresponding series of preferred stock is redeemed, the Series G preferred units would also be redeemed.

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

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

7.5% Cumulative Redeemable Preferred Units.We issued 7.5% Cumulative Redeemable Preferred Units (the
"7.5% Preferred Units") in connection with the purchase of additional interest in Kravco. The 7.5% Preferred Units accrue cumulative dividends at a rate of $7.50 annually, which is payable quarterly
in arrears. The Operating Partnership may redeem the 7.5% Preferred Units on or after November 10, 2013 unless there is the occurrence of certain tax triggering events such as death of the
initial unit holder, or the transfer of any units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The 7.5% Preferred Units' redemption price
is the liquidation value plus accrued and unpaid distributions, payable either in cash or shares of common stock. In the event of the death of a holder of the 7.5% Preferred Units, the occurrence of
certain tax triggering events applicable to the holder, or on or after November 10, 2006, the preferred unitholder may require the Operating Partnership to redeem the 7.5% Preferred Units
payable at the option of the Operating Partnership in either cash or shares of common stock of Simon Property.



Notes receivable of $17,926 from former Corporate Property Investors, Inc. ("CPI") shareholders, which result from securities issued under CPI's executive
compensation program and were assumed in our merger with CPI, are reflected as a deduction from capital in excess of par value in the statements of partners' equity in the accompanying financial
statements. Certain of such notes totaling $277 bear interest at rates ranging from 6.00% to 7.50%. The remainder of the notes do not bear interest and become due at the time the underlying shares are
sold.

88

---



In 1999, Simon Property borrowed $92.8 million from us at 7.8% interest with a maturity of December 2009. Simon Property used the proceeds to
purchase a noncontrolling 88% interest in one Property. Simon Property contributed its interest in the Property to us in exchange for 3,617,070 units. The note receivable from Simon Property is
recorded as a reduction of partners' equity. The amount of interest earned during each year is as follows:

For the year ended December 31,2003

2002

2001$
7,173

$
7,256

$
7,276


The Simon Property Group 1998 Stock Incentive Plan

We, along with Simon Property, have a stock incentive plan (the "1998 Plan"), which provides for the grant of awards with respect to the equity of Simon Property
during a ten-year period, in the form of options to purchase shares of Simon Property common stock ("Options"), stock appreciation rights ("SARs"), restricted stock grants and performance
unit awards (collectively, "Awards"). Options may be granted which are qualified as "incentive stock options" within the meaning of Section 422 of the Code and Options which are not so
qualified. As of December 31, 2003, Simon Property had reserved 11,300,000 shares for issuance under the 1998 Plan. Additionally, the partnership agreement requires Simon Property to
sell shares to us, at fair value, sufficient to satisfy the exercising of stock options, and for Simon Property to purchase units for cash in an amount equal to the fair market value of such shares.

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

Automatic Awards For Eligible Directors.Prior to May 7, 2003, the 1998 Plan provided for
automatic grants of Options to directors ("Director Options") of Simon Property who are not also our employees or employees of our affiliates ("Eligible Directors"). Each Eligible Director was
automatically granted Director Options to purchase 5,000 shares upon the director's initial election to the Board, and upon each re-election, an additional 3,000 Director Options
multiplied by the number of calendar years that had elapsed since such person's last election to the Board. The exercise price of Director Options is equal to the fair market value of the shares on
the date of grant. Director Options vest and become exercisable on the first anniversary of the date of grant or in the event of a "Change in Control" of Simon Property as defined in the 1998 Plan.
The last year during which Eligible Directors received awards of Director Options was 2002.

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

Each
award of restricted stock vests in four equal annual installments on January 1 of each year, beginning in the year following the year in which the award occurred. If a
director otherwise ceases to serve as a director before vesting, the unvested portion of the award terminates. Any unvested portion of a restricted stock award vests if the director dies or becomes
disabled while in office or has served a minimum of five annual terms as a director, but only if

89

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the
Compensation Committee or full Board of Directors determines that such vesting is appropriate. The restricted stock also vests in the event of a "Change in Control."

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

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

Restricted Stock.The 1998 Plan also provides for shares of restricted common stock of Simon Property
to be granted to certain employees at no cost to those employees, subject to growth targets established by the Compensation Committee (the "Restricted Stock Program"). Restricted stock is issued on
the grant date and vests annually in four installments of 25% each beginning on January 1 following the year in which the restricted stock is awarded. The cost of restricted stock grants, which
is based upon the stock's fair market value on the grant date, is charged to partners' equity and subsequently amortized against our earnings over the vesting period. Through December 31, 2003
a total of 3,057,571 shares of restricted stock, net of forfeitures, have been awarded under the plan. Information regarding restricted stock awards are summarized in the following table for
each of the years presented:

For the Year Ended December 31,2003

2002

2001Restricted stock shares awarded, net of forfeitures


380,835


(21,070
)

454,726Weighted average grant price

$
33.03

$
0.00

$
25.85Amortization expense

$
10,355

$
8,957

$
11,512


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 31,2002

2001Weighted Average Fair Value per Option

$
2.78

$
1.82Expected Volatility


18.7
%

20.45 - 20.58
%Risk-Free Interest Rate


4.85
%

4.85 - 5.33
%Dividend Yield


6.9
%

7.36 - 7.83
%Expected Life


6 years


10 years


The
weighted average remaining contract life for options outstanding as of December 31, 2003 was 5.89 years. In 2002, we changed our accounting for stock options to the
fair value method. 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.

90

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Information relating to Director Options and Employee Options from December 31, 2000 through December 31, 2003 is as follows:

|                                         |  | Director Options |   | Employee Options
|---------------------------------------- |  | ---------------- | - | ----------------
|
|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          |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  | 24,000           |   |                 
|Exercised                                |  | (6,360           | ) |                 
|Forfeited                                |  | (9,000           | ) |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2002 |  | 178,360          |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  |                 |   |                 
|Exercised                                |  | (86,000          | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2003 |  | 92,360           |   | $               
|                                         |  |                  |   |                 
|Exercise price range                     |  |                  |   | $               
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2001 |  | 143,720          |   | $               
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2002 |  | 154,360          |   | $               
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2003 |  | 92,360           |   | $               
|                                         |  |                  |   |                 

---

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



Limited partners in the Operating Partnership have the right to exchange all or any portion of their Units for shares of common stock of Simon Property on a
one-for-one basis or cash, as selected by the Simon Property Board of Directors. The amount of cash to be paid if the exchange right is exercised and the cash option is
selected will be based on the trading price of Simon Property's common stock at that time. If the cash option is selected, Simon Property is obligated to contribute to us the capital necessary to
complete the exchange. At December 31, 2003, Simon Property had reserved 60,591,896 shares for possible issuance upon the exchange of units.

11.   Commitments and Contingencies



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

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interest
in Mall of America Company and Minntertainment Company to the Operating Partnership and related entities; and (ii) a financing transaction involving a loan in the amount of
$312.0 million obtained from The Chase Manhattan Bank that is secured by a mortgage placed on Mall of America's assets. The complaint, which contains twelve counts, seeks remedies of
unspecified damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names all defendants in several counts, we are specifically identified as a defendant
in connection with the sale by Teachers. On August 12, 2002, the court granted in part and denied in part motions for partial summary judgment filed by the parties.

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

We
disagree with many aspects of the Order and have appealed the Order to the United States Court of Appeals for the Eighth Circuit. We are currently working with the Special Master
appointed by the court. It is not possible to provide an assurance of the ultimate outcome of the litigation.

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

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



As of December 31, 2003, a total of 30 of the consolidated Properties are subject to ground leases. The termination dates of these ground leases range from
2005 to 2090. These ground leases generally require us to make payments of a fixed annual rent, or a fixed annual rent plus a participating percentage over a base rate based upon the revenues or total
sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense included in other expense and discontinued operations as follows:

For the year ended December 31,2003

2002

2001$
16,974

$
14,139

$
13,650


92

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

2004

$
11,1802005


13,5082006


13,6192007


13,7672008


14,004Thereafter


608,878$
674,956




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

The
events of September 11, 2001 affected our insurance programs. Although insurance rates remain high, since the President signed into Law the Terrorism Risk Insurance Act
(TRIA) in November of 2002, the price of terrorism insurance has steadily decreased, while the available capacity has been substantially increased. As a result, we have purchased two separate
terrorism insurance programs, one for one individual Property and a second covering all other properties. Each program provides limits up to $600 million per occurrence and covers both
Certified (Foreign) and Non-Certified (Domestic) acts of terrorism. The coverage is written on an "all risk" policy form that eliminates the policy aggregates associated with our previous
terrorism policies. These policies are in place throughout the remainder of 2004. We believe we are in compliance with all insurance provisions of our debt agreements regarding insurance coverage.



Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property, and is non-recourse to us. As of
December 31, 2003, we have guaranteed or have provided letters of credit to support $93.8 million of our total $2.7 billion share of joint venture mortgage and other indebtedness
in the event the joint venture partnership defaults under the terms of the mortgage. The mortgages guaranteed are secured by the property of the joint venture partnership and could be sold in order to
satisfy the outstanding obligation.



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



On September 30, 1999, we entered into multi-year agreements with affiliates of Enron Corporation, for Enron Corporation to supply or manage
all of the energy commodity requirements for the wholly-owned Properties and to provide certain services in connection with our tenant electricity redistribution program. Subsequently, many of our
joint venture Properties entered into similar agreements. As a result of Enron Corporation's December 2001 bankruptcy filing and ensuing failure to perform under the agreements, we assumed
control over the management of

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our
energy assets throughout the Portfolio. On August 29, 2002, the United States Bankruptcy Court for the Southern District of New York entered an order approving the terms of a negotiated
settlement of all claims existing between our wholly owned and joint venture Properties, and Enron Corporation. As a result, all parties have been legally relieved of performance under the agreements.
After reaching a negotiated settlement for both our and Enron Corporation's pre and post petition claims, and recognizing the unamortized portion of deferred revenue from a rate restructure agreement
in 2001, we recorded $8.6 million of revenue, net, in 2002 that is included in other income in the accompanying statement of operations and comprehensive income.



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

12.   Related Party Transactions

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

For the year ended December 31,2003

2002

2001Amounts charged to unconsolidated joint ventures

$
63,779

$
55,199

$
46,851Amounts charged to properties owned by related parties

$
3,491

$
3,146

$
3,120Amounts charged to MSA

$
1,250

$
1,250

$
1,250


On
December 28, 2000, Montgomery Ward LLC and certain of its related entities ("Ward") filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. On
March 1, 2001, Kimco Realty Corporation led the formation of a limited liability company, Kimsward LLC ("Kimsward"). Kimsward acquired the right from the Bankruptcy Court to designate
persons or entities to whom the Ward real estate assets were to be sold. The Management Company's interest in Kimsward was 18.5%. During 2001 the Management Company recorded $18.3 million of
equity in income from Kimsward. In addition, in 2001 we charged the Management Company a $5.7 million fee for services rendered to the Management Company in connection with the Kimsward
transactions, which is included in other income in the accompanying statements of operations and comprehensive income. The Management Company recorded $1.4 million of equity in income, before
tax for the year ended December 31, 2002. The remaining investment in Kimsward at December 31, 2003 is not material.

13.   New Accounting Pronouncements

In November 2002, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 provides disclosure requirements to be made by a guarantor about its obligations under certain
guarantees as well as clarifies when a guarantor is required to recognize, at the inception of a guarantee, a liability for undertaking the obligation. FIN 45 was effective for guarantees issued or
modified after

94

---

December 31,
2002. From time to time we may enter into guarantee arrangements on behalf of our unconsolidated joint venture entities, however, the relative amount of these guarantees to the
overall amount of our share of joint venture indebtedness is not material. In addition, the impact of the adoption of FIN 45 was not material to our financial statements during the year ended
December 31, 2003.

In
May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some circumstances). This pronouncement initially affected our limited life consolidated partnerships that have a minority limited
partner and that include a termination date in their respective partnership agreements at which point the partnership must redeem the outstanding equity interests for cash. However, on
October 29, 2003, the FASB deferred recording the provisions of SFAS No. 150 that applied to limited life subsidiaries indefinitely. As a result, we do not have any instruments that
qualify within the scope of SFAS No. 150 as of December 31, 2003. In ten of our partnerships the applicable partnership agreements provide for a contractual termination date based on
specific dates or events. SFAS No. 150 requires disclosure of the estimated settlement value of these non-controlling interests. As of December 31, 2003 the estimated
settlement value of these non-controlling interests was approximately $38.8 million.

In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51"
("FIN 46"). On December 24, 2003, the FASB announced that it had delayed the effective date of this interpretation to periods ending after March 15, 2004 for certain variable interest
entities ("VIE"), including the majority of our potentially affected entities. FIN 46 requires the consolidation of entities that meet the definition of a variable interest entity in which an
enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial
interests in the entity. Currently, we consolidate entities that we control, as defined in Note 2.

Our
joint venture interests in variable interest entities consist of real estate assets and are for the purpose of owning, operating and/or developing real estate. Our property
partnerships rely primarily on financing from third party lenders, which is secured by first liens on the Property of the partnership and partner equity. Our maximum exposure to loss as a result of
our involvement in these partnerships is represented by the carrying amount of our investments in unconsolidated entities as disclosed on the accompanying balance sheets plus our guarantees of joint
venture debt as disclosed in Note 11. We are currently finalizing the evaluation of the full effects of the issuance of FIN 46 on the accounting for our ownership interests in each
unconsolidated entity. However, we believe that we will consolidate at least two of our investments in unconsolidated entities as a result of the adoption of FIN 46. We will adopt the
interpretation for the variable interest entities subject to the delayed effective date on March 31, 2004.

We
have consolidated one joint venture property that was created in 2003 for the purpose of developing one regional mall. The carrying amount of the property's investment property at
cost was approximately $40 million as of December 31, 2003 and the property serves as collateral for the entity's debt obligation. The creditors of the VIE have recourse to the extent of
our guarantee of $38 million as of December 31, 2003.

95

---



14.   Quarterly Financial Data (Unaudited)

Summarized quarterly 2003 and 2002 data is summarized in the table below and the amounts have been restated from previously disclosed amounts due to the sale in
the fourth quarter of 2003 of properties (see Note 4). The results of operations of these properties were reclassified to discontinued operations (see Note 3):

|2003                                                 |  | First Quarter |             | Second Quarter |   | Third Quarter |  | Fourth Quarter
|---------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | --------------
|Total revenue                                        |  | $             | 531,808     |                | $ | 552,349       |  | $             
|Operating income                                     |  |               | 218,865     |                |   | 225,583       |  |               
|Income from Continuing Operations                    |  |               | 85,220      |                |   | 97,673        |  |               
|Net income available to unitholders                  |  |               | 74,040      |                |   | 63,392        |  |               
|Income from Continuing Operations per unit  Basic   |  | $             | 0.26        |                | $ | 0.32          |  | $             
|Net income per unit  Basic                          |  | $             | 0.29        |                | $ | 0.26          |  | $             
|Income from Continuing Operations per unit  Diluted |  | $             | 0.26        |                | $ | 0.31          |  | $             
|Net income per unit  Diluted                        |  | $             | 0.29        |                | $ | 0.25          |  | $             
|Weighted Average units Outstanding                   |  |               | 247,812,060 |                |   | 248,112,573   |  |               
|Diluted Weighted Average units Outstanding           |  |               | 248,486,429 |                |   | 248,902,601   |  |               

|2002                                                 |  | First Quarter |             | Second Quarter |   | Third
Quarter |     | Fourth Quarter
|---------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- | --- | --------------
|Total revenue                                        |  | $             | 476,831     |                | $ | 497,865       |     | $             
|Operating income                                     |  |               | 197,243     |                |   | 215,499       |     |               
|Income from Continuing Operations                    |  |               | 57,461      |                |   | 250,299       | (1) |               
|Net income available to unitholders                  |  |               | 41,158      |                |   | 235,631       |     |               
|Income from Continuing Operations per unit  Basic   |  | $             | 0.16        |                | $ | 0.98          |     | $             
|Net income per unit  Basic                          |  | $             | 0.17        |                | $ | 1.00          |     | $             
|Income from Continuing Operations per unit  Diluted |  | $             | 0.16        |                | $ | 0.95          |     | $             
|Net income per unit  Diluted                        |  | $             | 0.17        |                | $ | 0.97          |     | $             
|Weighted Average units Outstanding                   |  |               | 236,167,366 |                |   | 236,585,501   |     |               
|Diluted Weighted Average units Outstanding           |  |               | 236,750,084 |                |   | 251,608,025   |     |               

---

96

---



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 30, 2004 |                           

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

|Signature                                        |  | Capacity                                                           |  | Date          
|------------------------------------------------ |  | ------------------------------------------------------------------ |  | --------------
|                                                 |  |                                                                    |  |               
|/s/ David SimonDavid Simon                       |  | Chief Executive Officer and Director (Principal Executive Officer) |  | March 30, 2004
|/s/ Herbert SimonHerbert Simon                   |  | Co-Chairman of the Board of Directors                              |  | March 30, 2004
|/s/ Melvin SimonMelvin Simon                     |  | Co-Chairman of the Board of Directors                              |  | March 30, 2004
|/s/ Richard SokolovRichard Sokolov               |  | President, Chief Operating Officer and Director                    |  | March 30, 2004
|/s/ Melvyn E. BergsteinMelvyn E. Bergstein       |  | Director                                                           |  | March 30, 2004
|/s/ Birch BayhBirch Bayh                         |  | Director                                                           |  | March 30, 2004
|/s/ Linda Walker BynoeLinda Walker Bynoe         |  | Director                                                           |  | March 30, 2004
|/s/ Pieter S. van den BergPieter S. van den Berg |  | Director                                                           |  | March 30, 2004
|                                                 |  |                                                                    |  |               

97

---

|/s/ G. William MillerG. William Miller               |  | Director                                                                           |  | March 30, 2004
|---------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|/s/ Fredrick W. PetriFredrick W. Petri               |  | Director                                                                           |  | March 30, 2004
|/s/ J. Albert SmithJ. Albert Smith                   |  | Director                                                                           |  | March 30, 2004
|/s/ Philip J. WardPhilip J. Ward                     |  | Director                                                                           |  | March 30, 2004
|/s/ M. Denise DeBartolo YorkM. Denise DeBartolo York |  | Director                                                                           |  | March 30, 2004
|/s/ Stephen E. SterrettStephen E. Sterrett           |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |  | March 30, 2004
|/s/ John DahlJohn Dahl                               |  | Senior Vice President (Principal Accounting Officer)                               |  | March 30, 2004

98

---



REPORT OF INDEPENDENT AUDITORS ON SCHEDULE

To
Simon Property Group, Inc.:

We
have audited the consolidated financial statements of Simon Property Group, L.P. and subsidiaries as of December 31, 2003, and for the year then ended, and have issued
our report thereon dated February 5, 2004 (included elsewhere in this Form 10-K). Our audit also included the accompanying "Schedule III: Real Estate and Accumulated
Depreciation" as of December 31, 2003, for Simon Property Group, L.P.. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based
on our audit.

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

|                                       |  | ERNST & YOUNG LLP
|-------------------------------------- |  | -----------------
|Indianapolis, Indiana
February 5, 2004 |  |                  

99

---

SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2003
(Dollars in thousands)

|                                                           |  |   |         | Initial Cost (Note 3) |   | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |         |  |   |      
|---------------------------------------------------------- |  | - | ------- | --------------------- | - | --------------------------------------------------- |  | ------------------------------------------------- | ------- |  | - | -----
|
|Regional Malls                                             |  |   |         |                       |   |                                                     |  |                                                   |         |  |   |      
|Alton Square, Alton, IL                                    |  | $ | 0       |                       | $ | 154                                                 |  | $                                                 | 7,641   |  | $ | 0    
|Anderson Mall, Anderson, SC                                |  |   | 29,763  |                       |   | 1,712                                               |  |                                                   | 15,227  |  |   | 1,363
|Arsenal Mall, Watertown, MA                                |  |   | 34,773  |                       |   | 15,505                                              |  |                                                   | 47,680  |  |   | 0    
|Aurora Mall, Aurora, CO                                    |  |   | 0       |                       |   | 11,400                                              |  |                                                   | 55,692  |  |   | 6    
|Barton Creek Square, Austin, TX                            |  |   | 0       |                       |   | 2,903                                               |  |                                                   | 20,699  |  |   | 7,983
|Battlefield Mall, Springfield, MO                          |  |   | 100,000 |                       |   | 3,919                                               |  |                                                   | 27,310  |  |   | 3,225
|Bay Park Square, Green Bay, WI                             |  |   | 24,345  |                       |   | 6,358                                               |  |                                                   | 25,623  |  |   | 4,133
|Biltmore Square, Asheville, NC                             |  |   | 26,000  |                       |   | 6,641                                               |  |                                                   | 23,582  |  |   | 0    
|Bowie Town Center, Bowie, MD                               |  |   | 52,700  |                       |   | 2,710                                               |  |                                                   | 65,044  |  |   | 235  
|Boynton Beach Mall, Boynton Beach, FL                      |  |   | 0       |                       |   | 22,240                                              |  |                                                   | 79,226  |  |   | 0    
|Brea Mall, Brea, CA                                        |  |   | 0       |                       |   | 39,500                                              |  |                                                   | 209,202 |  |   | 0    
|Broadway Square, Tyler, TX                                 |  |   | 0       |                       |   | 11,470                                              |  |                                                   | 32,439  |  |   | 0    
|Brunswick Square, Brunswick, NJ                            |  |   | 45,000  |                       |   | 8,436                                               |  |                                                   | 55,838  |  |   | 0    
|Burlington Mall, Burlington, MA                            |  |   | 0       |                       |   | 46,600                                              |  |                                                   | 303,618 |  |   | 0    
|Castleton Square, Indianapolis, IN                         |  |   | 0       |                       |   | 26,250                                              |  |                                                   | 98,287  |  |   | 2,500
|Century III Mall, Pittsburgh, PA                           |  |   | 87,859  |                       |   | 17,380                                              |  |                                                   | 102,364 |  |   | 10   
|Charlottesville Fashion Square, Charlottesville, VA        |  |   | 0       |                       |   | 0                                                   |  |                                                   | 54,738  |  |   | 0    
|Chautauqua Mall, Lakewood, NY                              |  |   | 0       |                       |   | 3,257                                               |  |                                                   | 9,641   |  |   | 0    
|Cheltenham Square, Philadelphia, PA                        |  |   | 33,533  |                       |   | 14,227                                              |  |                                                   | 43,699  |  |   | 0    
|Chesapeake Square, Chesapeake, VA                          |  |   | 47,000  |                       |   | 11,534                                              |  |                                                   | 70,461  |  |   | 0    
|Cielo Vista Mall, El Paso, TX                              |  |   | 88,322  |                       |   | 1,307                                               |  |                                                   | 18,512  |  |   | 608  
|College Mall, Bloomington, IN                              |  |   | 48,294  |                       |   | 1,003                                               |  |                                                   | 16,245  |  |   | 722  
|Columbia Center, Kennewick, WA                             |  |   | 0       |                       |   | 18,285                                              |  |                                                   | 66,580  |  |   | 0    
|Coral Square, Coral Springs, FL                            |  |   | 88,946  |                       |   | 13,556                                              |  |                                                   | 93,720  |  |   | 0    
|Cordova Mall, Pensacola, FL                                |  |   | 0       |                       |   | 18,633                                              |  |                                                   | 75,880  |  |   | 0    
|Cottonwood Mall, Albuquerque, NM                           |  |   | 0       |                       |   | 11,585                                              |  |                                                   | 68,958  |  |   | 0    
|Crossroads Mall, Omaha, NE                                 |  |   | 44,127  |                       |   | 881                                                 |  |                                                   | 37,263  |  |   | 409  
|Crystal River Mall, Crystal River, FL                      |  |   | 15,867  |                       |   | 5,661                                               |  |                                                   | 20,241  |  |   | 0    
|DeSoto Square, Bradenton, FL                               |  |   | 38,094  |                       |   | 9,380                                               |  |                                                   | 52,716  |  |   | 0    
|Eastland Mall, Tulsa, OK                                   |  |   | 0       |                       |   | 3,124                                               |  |                                                   | 24,035  |  |   | 518  
|Edison Mall, Fort Myers, FL                                |  |   | 0       |                       |   | 11,529                                              |  |                                                   | 107,381 |  |   | 0    
|Fashion Mall at Keystone at the Crossing, Indianapolis, IN |  |   | 60,518  |                       |   | 0                                                   |  |                                                   | 120,579 |  |   | 0    
|Forest Mall, Fond Du Lac, WI                               |  |   | 17,671  |                       |   | 728                                                 |  |                                                   | 4,498   |  |   | 0    

100

---

SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2003
(Dollars in thousands)

|                                            |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |  |         |  |       
|------------------------------------------- |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------- |  | ------
|
|The Forum Shops at Caesars, Las Vegas, NV   |  | 550,000 |  | 0                     |  | 276,378                                             |  | 0                                                 |  | 132,332 |  | 0     
|Great Lakes Mall, Mentor, OH                |  | 0       |  | 12,304                |  | 100,362                                             |  | 432                                               |  | 7,685   |  | 12,736
|Greenwood Park Mall, Greenwood, IN          |  | 89,284  |  | 2,559                 |  | 23,445                                              |  | 5,277                                             |  | 70,029  |  | 7,836 
|Gulf View Square, Port Richey, FL           |  | 34,260  |  | 13,690                |  | 39,997                                              |  | 2,023                                             |  | 14,761  |  | 15,713
|Haywood Mall, Greenville, SC                |  | 0       |  | 11,604                |  | 133,893                                             |  | 6                                                 |  | 1,603   |  | 11,610
|Heritage Park, Midwest City, OK             |  | 0       |  | 598                   |  | 6,213                                               |  | 0                                                 |  | 1,726   |  | 598   
|Hutchinson Mall, Hutchinson, KS             |  | 0       |  | 1,412                 |  | 18,411                                              |  | 0                                                 |  | 3,017   |  | 1,412 
|Independence Center, Independence, MO       |  | 0       |  | 5,042                 |  | 45,822                                              |  | 2                                                 |  | 20,461  |  | 5,044 
|Ingram Park Mall, San Antonio, TX           |  | 82,423  |  | 764                   |  | 17,163                                              |  | 169                                               |  | 16,001  |  | 933   
|Irving Mall, Irving, TX                     |  | 0       |  | 6,737                 |  | 17,479                                              |  | 2,533                                             |  | 29,935  |  | 9,270 
|Jefferson Valley Mall, Yorktown Heights, NY |  | 60,000  |  | 4,868                 |  | 30,304                                              |  | 0                                                 |  | 19,475  |  | 4,868 
|Knoxville Center, Knoxville, TN             |  | 62,415  |  | 5,006                 |  | 21,965                                              |  | 3,712                                             |  | 33,986  |  | 8,718 
|La Plaza, McAllen, TX                       |  | 0       |  | 1,375                 |  | 9,828                                               |  | 6,569                                             |  | 30,868  |  | 7,944 
|Lafayette Square, Indianapolis, IN          |  | 0       |  | 14,251                |  | 54,589                                              |  | 50                                                |  | 12,600  |  | 14,301
|Laguna Hills Mall, Laguna Hills, CA         |  | 0       |  | 28,074                |  | 55,689                                              |  | 0                                                 |  | 4,944   |  | 28,074
|Lakeline Mall, N. Austin, TX                |  | 68,549  |  | 10,383                |  | 81,568                                              |  | 14                                                |  | 1,202   |  | 10,397
|Lenox Square, Atlanta, GA                   |  | 0       |  | 38,213                |  | 492,411                                             |  | 0                                                 |  | 6,382   |  | 38,213
|Lima Mall, Lima, OH                         |  | 0       |  | 7,910                 |  | 35,495                                              |  | 0                                                 |  | 7,923   |  | 7,910 
|Lincolnwood Town Center, Lincolnwood, IL    |  | 0       |  | 7,907                 |  | 63,480                                              |  | 28                                                |  | 6,485   |  | 7,935 
|Livingston Mall, Livingston, NJ             |  | 0       |  | 30,200                |  | 105,250                                             |  | 0                                                 |  | 7,068   |  | 30,200
|Longview Mall, Longview, TX                 |  | 33,070  |  | 270                   |  | 3,602                                               |  | 124                                               |  | 7,283   |  | 394   
|Maplewood Mall, Minneapolis, MN             |  | 0       |  | 17,119                |  | 83,477                                              |  | 0                                                 |  | 726     |  | 17,119
|Markland Mall, Kokomo, IN                   |  | 23,397  |  | 0                     |  | 7,568                                               |  | 0                                                 |  | 7,133   |  | 0     
|Mc Cain Mall, N. Little Rock, AR            |  | 40,729  |  | 0                     |  | 9,515                                               |  | 0                                                 |  | 9,221   |  | 0     
|Melbourne Square, Melbourne, FL             |  | 36,595  |  | 15,762                |  | 55,891                                              |  | 0                                                 |  | 12,357  |  | 15,762
|Menlo Park Mall, Edison, NJ                 |  | 0       |  | 65,684                |  | 223,252                                             |  | 0                                                 |  | 18,295  |  | 65,684
|Midland Park Mall, Midland, TX              |  | 34,157  |  | 687                   |  | 9,213                                               |  | 0                                                 |  | 9,300   |  | 687   
|Miller Hill Mall, Duluth, MN                |  | 0       |  | 2,537                 |  | 18,092                                              |  | 0                                                 |  | 21,141  |  | 2,537 
|Muncie Mall, Muncie, IN                     |  | 0       |  | 172                   |  | 5,849                                               |  | 52                                                |  | 23,258  |  | 224   
|Nanuet Mall, Nanuet, NY                     |  | 0       |  | 27,548                |  | 162,993                                             |  | 0                                                 |  | 2,119   |  | 27,548
|North East Mall, Hurst, TX                  |  | 140,000 |  | 912                   |  | 13,340                                              |  | 19,010                                            |  | 141,380 |  | 19,922
|Northgate Mall, Seattle, WA                 |  | 0       |  | 28,626                |  | 115,992                                             |  | 0                                                 |  | 28,729  |  | 28,626
|Northlake Mall, Atlanta, GA                 |  | 72,003  |  | 33,400                |  | 98,035                                              |  | 0                                                 |  | 3,338   |  | 33,400
|Northwoods Mall, Peoria, IL                 |  | 0       |  | 1,200                 |  | 12,779                                              |  | 1,449                                             |  | 29,071  |  | 2,649 
|Oak Court Mall, Memphis, TN                 |  | 0       |  | 15,673                |  | 57,304                                              |  | 0                                                 |  | 3,998   |  | 15,673
|Orange Park Mall, Jacksonville, FL          |  | 0       |  | 13,345                |  | 65,121                                              |  | 0                                                 |  | 18,062  |  | 13,345
|Orland Square, Orland Park, IL              |  | 0       |  | 35,514                |  | 129,906                                             |  | 0                                                 |  | 11,905  |  | 35,514

101

---

SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2003
(Dollars in thousands)

|                                               |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |  |         |  |        
|---------------------------------------------- |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------- |  | -------
|
|Oxford Valley Mall, Langhorne, PA              |  | 86,418  |  | 25,391                |  | 112,312                                             |  | 0                                                 |  | 35      |  | 25,391 
|Paddock Mall, Ocala, FL                        |  | 27,248  |  | 11,198                |  | 39,727                                              |  | 0                                                 |  | 7,146   |  | 11,198 
|Palm Beach Mall, West Palm Beach, FL           |  | 54,641  |  | 11,962                |  | 112,741                                             |  | 0                                                 |  | 37,095  |  | 11,962 
|Penn Square Mall, Oklahoma City, OK            |  | 71,319  |  | 2,043                 |  | 156,808                                             |  | 0                                                 |  | 14,607  |  | 2,043  
|Phipps Plaza, Atlanta, GA                      |  | 0       |  | 19,200                |  | 210,610                                             |  | 0                                                 |  | 7,728   |  | 19,200 
|Port Charlotte Town Center, Port Charlotte, FL |  | 53,250  |  | 5,561                 |  | 59,387                                              |  | 0                                                 |  | 10,741  |  | 5,561  
|Prien Lake Mall, Lake Charles, LA              |  | 0       |  | 1,842                 |  | 2,813                                               |  | 3,091                                             |  | 35,602  |  | 4,933  
|Raleigh Springs Mall, Memphis, TN              |  | 11,000  |  | 9,137                 |  | 28,604                                              |  | 0                                                 |  | 12,166  |  | 9,137  
|Richardson Square, Dallas, TX                  |  | 0       |  | 4,532                 |  | 6,329                                               |  | 1,268                                             |  | 11,567  |  | 5,800  
|Richmond Town Square, Richmond Heights, OH     |  | 47,977  |  | 2,600                 |  | 12,112                                              |  | 0                                                 |  | 60,793  |  | 2,600  
|River Oaks Center, Calumet City, IL            |  | 0       |  | 30,884                |  | 101,224                                             |  | 0                                                 |  | 6,362   |  | 30,884 
|Rockaway Townsquare, Rockaway, NJ              |  | 0       |  | 46,742                |  | 212,257                                             |  | 0                                                 |  | 6,784   |  | 46,742 
|Rolling Oaks Mall, San Antonio, TX             |  | 0       |  | 2,577                 |  | 38,609                                              |  | 0                                                 |  | 2,223   |  | 2,577  
|Roosevelt Field, Garden City, NY               |  | 0       |  | 165,006               |  | 702,008                                             |  | 2,117                                             |  | 12,194  |  | 167,123
|Ross Park Mall, Pittsburgh, PA                 |  | 0       |  | 23,350                |  | 90,394                                              |  | 0                                                 |  | 23,830  |  | 23,350 
|Santa Rosa Plaza, Santa Rosa, CA               |  | 0       |  | 10,400                |  | 87,864                                              |  | 0                                                 |  | 3,831   |  | 10,400 
|Shops at Mission Viejo Mall, Mission Viejo, CA |  | 0       |  | 9,139                 |  | 54,445                                              |  | 7,491                                             |  | 144,399 |  | 16,630 
|South Hills Village, Pittsburgh, PA            |  | 0       |  | 23,453                |  | 125,840                                             |  | 0                                                 |  | 6,786   |  | 23,453 
|South Shore Plaza, Braintree, MA               |  | 0       |  | 101,200               |  | 301,495                                             |  | 0                                                 |  | 8,280   |  | 101,200
|Southern Park Mall, Youngstown, OH             |  | 0       |  | 16,982                |  | 77,767                                              |  | 97                                                |  | 18,906  |  | 17,079 
|Southgate Mall, Yuma, AZ                       |  | 0       |  | 1,817                 |  | 7,974                                               |  | 0                                                 |  | 3,577   |  | 1,817  
|SouthPark Mall, Charlotte, NC                  |  | 0       |  | 32,141                |  | 193,686                                             |  | 100                                               |  | 63,446  |  | 32,241 
|St Charles Towne Center Waldorf, MD            |  | 0       |  | 7,710                 |  | 52,974                                              |  | 1,180                                             |  | 12,489  |  | 8,890  
|Standford Shopping Center, Palo Alto, CA       |  | 220,000 |  | 0                     |  | 359,666                                             |  | 0                                                 |  | 13      |  | 0      
|Summit Mall, Akron, OH                         |  | 0       |  | 15,374                |  | 51,137                                              |  | 0                                                 |  | 17,006  |  | 15,374 
|Sunland Park Mall, El Paso, TX                 |  | 37,229  |  | 2,896                 |  | 28,900                                              |  | 0                                                 |  | 3,997   |  | 2,896  
|Tacoma Mall, Tacoma, WA                        |  | 131,903 |  | 38,662                |  | 125,826                                             |  | 0                                                 |  | 20,300  |  | 38,662 
|Tippecanoe Mall, Lafayette, IN                 |  | 56,725  |  | 2,897                 |  | 8,474                                               |  | 5,517                                             |  | 35,703  |  | 8,414  
|Town Center at Boca Raton Boca Raton, FL       |  | 0       |  | 64,200                |  | 307,511                                             |  | 0                                                 |  | 62,510  |  | 64,200 
|Towne East Square, Wichita, KS                 |  | 72,448  |  | 9,113                 |  | 18,479                                              |  | 2,042                                             |  | 21,968  |  | 11,155 
|Towne West Square, Wichita, KS                 |  | 53,952  |  | 972                   |  | 21,203                                              |  | 76                                                |  | 7,185   |  | 1,048  
|Treasure Coast Square, Jensen Beach, FL        |  | 61,990  |  | 11,124                |  | 73,108                                              |  | 3,067                                             |  | 17,181  |  | 14,191 
|Trolley Square, Salt Lake City, UT             |  | 29,133  |  | 4,827                 |  | 27,512                                              |  | 435                                               |  | 10,931  |  | 5,262  
|Tyrone Square, St. Petersburg, FL              |  | 0       |  | 15,638                |  | 120,962                                             |  | 0                                                 |  | 15,227  |  | 15,638 
|University Mall, Little Rock, AR               |  | 0       |  | 123                   |  | 17,411                                              |  | 0                                                 |  | 760     |  | 123    

102

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SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2003
(Dollars in thousands)

|                                            |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |  |        |  |       
|------------------------------------------- |  | ------ |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------ |  | ------
|
|University Mall, Pensacola, FL              |  | 0      |  | 4,706                 |  | 26,657                                              |  | 0                                                 |  | 4,136  |  | 4,706 
|University Park Mall, Mishawaka, IN         |  | 58,799 |  | 15,105                |  | 61,283                                              |  | 0                                                 |  | 14,036 |  | 15,105
|Upper Valley Mall, Springfield, OH          |  | 30,314 |  | 8,421                 |  | 38,745                                              |  | 0                                                 |  | 3,353  |  | 8,421 
|Valle Vista Mall, Harlingen, TX             |  | 39,076 |  | 1,398                 |  | 17,159                                              |  | 372                                               |  | 10,977 |  | 1,770 
|Virginia Center Commons, Richmond, VA       |  | 0      |  | 9,764                 |  | 50,547                                              |  | 4,149                                             |  | 6,516  |  | 13,913
|Walt Whitman Mall, Huntington Station, NY   |  | 0      |  | 51,700                |  | 111,258                                             |  | 3,789                                             |  | 33,804 |  | 55,489
|Washington Square, Indianapolis, IN         |  | 32,862 |  | 17,201                |  | 41,248                                              |  | 100                                               |  | 14,501 |  | 17,301
|West Ridge Mall, Topeka, KS                 |  | 43,392 |  | 5,514                 |  | 34,132                                              |  | 197                                               |  | 6,175  |  | 5,711 
|Westminster Mall, Westminster, CA           |  | 0      |  | 43,464                |  | 84,709                                              |  | 0                                                 |  | 12,316 |  | 43,464
|White Oaks Mall, Springfield, IL            |  | 48,563 |  | 3,024                 |  | 35,692                                              |  | 2,413                                             |  | 23,640 |  | 5,437 
|Wolfchase Galleria, Memphis, TN             |  | 74,437 |  | 16,470                |  | 128,909                                             |  | 0                                                 |  | 8,375  |  | 16,470
|Woodville Mall, Northwood, OH               |  | 0      |  | 1,818                 |  | 4,244                                               |  | 0                                                 |  | 1,592  |  | 1,818 
|Community Shopping Centers                  |  |        |  |                       |  |                                                     |  |                                                   |  |        |  |       
|Arboretum, The, Austin, TX                  |  | 0      |  | 7,640                 |  | 36,778                                              |  | 71                                                |  | 6,230  |  | 7,711 
|Bloomingdale Court, Bloomingdale, IL        |  | 28,695 |  | 8,748                 |  | 26,184                                              |  | 0                                                 |  | 3,832  |  | 8,748 
|Boardman Plaza, Youngstown, OH              |  | 17,907 |  | 8,189                 |  | 26,355                                              |  | 0                                                 |  | 6,173  |  | 8,189 
|Bridgeview Court, Bridgeview, IL            |  | 0      |  | 245                   |  | 3,638                                               |  | 0                                                 |  | 836    |  | 245   
|Brightwood Plaza, Indianapolis, IN          |  | 0      |  | 65                    |  | 128                                                 |  | 0                                                 |  | 283    |  | 65    
|Celina Plaza, El Paso, TX                   |  | 0      |  | 138                   |  | 815                                                 |  | 0                                                 |  | 103    |  | 138   
|Charles Towne Square, Charleston, SC        |  | 0      |  | 2                     |  | 1,768                                               |  | 425                                               |  | 10,636 |  | 427   
|Chesapeake Center, Chesapeake, VA           |  | 6,563  |  | 5,352                 |  | 12,279                                              |  | 0                                                 |  | 262    |  | 5,352 
|Countryside Plaza, Countryside, IL          |  | 0      |  | 1,243                 |  | 8,507                                               |  | 0                                                 |  | 1,266  |  | 1,243 
|DeKalb Plaza, King of Prussia, PA           |  | 2,711  |  | 1,975                 |  | 3,484                                               |  | 0                                                 |  | 0      |  | 1,975 
|Eastland Plaza, Tulsa, OK                   |  | 0      |  | 651                   |  | 3,680                                               |  | 0                                                 |  | 52     |  | 651   
|Forest Plaza, Rockford, IL                  |  | 15,738 |  | 4,132                 |  | 16,818                                              |  | 453                                               |  | 1,569  |  | 4,585 
|Great Lakes Plaza, Mentor, OH               |  | 0      |  | 1,028                 |  | 2,025                                               |  | 0                                                 |  | 3,616  |  | 1,028 
|Greenwood Plus, Greenwood, IN               |  | 0      |  | 1,131                 |  | 1,792                                               |  | 0                                                 |  | 3,718  |  | 1,131 
|Griffith Park Plaza, Griffith, IN           |  | 0      |  | 0                     |  | 2,412                                               |  | 0                                                 |  | 317    |  | 0     
|Grove at Lakeland Square, The, Lakeland, FL |  | 3,750  |  | 5,237                 |  | 6,016                                               |  | 0                                                 |  | 1,042  |  | 5,237 
|Henderson Square, King of Prussia, PA       |  | 15,625 |  | 4,252                 |  | 16,227                                              |  | 0                                                 |  | 0      |  | 4,252 
|Highland Lakes Center, Orlando, FL          |  | 16,288 |  | 7,138                 |  | 25,284                                              |  | 0                                                 |  | 646    |  | 7,138 
|Ingram Plaza, San Antonio, TX               |  | 0      |  | 421                   |  | 1,802                                               |  | 4                                                 |  | 21     |  | 425   
|Keystone Shoppes, Indianapolis, IN          |  | 0      |  | 0                     |  | 4,232                                               |  | 0                                                 |  | 888    |  | 0     
|Knoxville Commons, Knoxville, TN            |  | 0      |  | 3,731                 |  | 5,345                                               |  | 0                                                 |  | 1,728  |  | 3,731 
|Lake Plaza, Waukegan, IL                    |  | 0      |  | 2,577                 |  | 6,420                                               |  | 0                                                 |  | 744    |  | 2,577 
|Lake View Plaza, Orland Park, IL            |  | 20,921 |  | 4,775                 |  | 17,543                                              |  | 0                                                 |  | 8,362  |  | 4,775 
|Lakeline Plaza, Austin, TX                  |  | 22,937 |  | 5,822                 |  | 30,875                                              |  | 0                                                 |  | 6,659  |  | 5,822 
|Lima Center, Lima, OH                       |  | 0      |  | 1,808                 |  | 5,151                                               |  | 0                                                 |  | 4,499  |  | 1,808 
|Lincoln Crossing, O'Fallon, IL              |  | 3,167  |  | 658                   |  | 2,208                                               |  | 0                                                 |  | 360    |  | 658   
|Lincoln Plaza, Langhorne, PA                |  | 0      |  | 0                     |  | 23,868                                              |  | 0                                                 |  | 37     |  | 0     
|Markland Plaza, Kokomo, IN                  |  | 0      |  | 206                   |  | 738                                                 |  | 0                                                 |  | 5,657  |  | 206   

103

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SCHEDULE III

Simon Property Group, L.P.Real Estate and Accumulated Depreciation
December 31, 2003
(Dollars in thousands)

|                                          |  |   |           | Initial Cost (Note 3) |   | Cost Capitalized
Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |            |  |   |        
|----------------------------------------- |  | - | --------- | --------------------- | - | --------------------------------------------------- |  | ------------------------------------------------- | ---------- |  | - | -------
|
|Martinsville Plaza, Martinsville, VA      |  |   | 0         |                       |   | 0                                                   |  |                                                   | 584        |  |   | 0      
|Matteson Plaza, Matteson, IL              |  |   | 9,213     |                       |   | 1,830                                               |  |                                                   | 9,737      |  |   | 0      
|Muncie Plaza, Muncie, IN                  |  |   | 7,965     |                       |   | 341                                                 |  |                                                   | 10,509     |  |   | 87     
|New Castle Plaza, New Castle, IN          |  |   | 0         |                       |   | 128                                                 |  |                                                   | 1,621      |  |   | 0      
|North Ridge Plaza, Joliet, IL             |  |   | 0         |                       |   | 2,831                                               |  |                                                   | 7,699      |  |   | 0      
|Northland Plaza, Columbus, OH             |  |   | 0         |                       |   | 4,490                                               |  |                                                   | 8,893      |  |   | 0      
|Northwood Plaza, Fort Wayne, IN           |  |   | 0         |                       |   | 148                                                 |  |                                                   | 1,414      |  |   | 0      
|Park Plaza, Hopkinsville, KY              |  |   | 0         |                       |   | 300                                                 |  |                                                   | 1,572      |  |   | 0      
|Regency Plaza, St. Charles, MO            |  |   | 4,318     |                       |   | 616                                                 |  |                                                   | 4,963      |  |   | 0      
|Rockaway Convenience Center Rockaway, NJ  |  |   | 0         |                       |   | 5,149                                               |  |                                                   | 26,435     |  |   | 0      
|St. Charles Towne Plaza, Waldorf, MD      |  |   | 27,639    |                       |   | 8,779                                               |  |                                                   | 18,993     |  |   | 0      
|Shops at North East Mall, The, Hurst, TX  |  |   | 0         |                       |   | 12,541                                              |  |                                                   | 28,177     |  |   | 402    
|Teal Plaza, Lafayette, IN                 |  |   | 0         |                       |   | 99                                                  |  |                                                   | 878        |  |   | 0      
|Terrace at The Florida Mall, Orlando, FL  |  |   | 4,688     |                       |   | 2,150                                               |  |                                                   | 7,623      |  |   | 0      
|Tippecanoe Plaza, Lafayette, IN           |  |   | 0         |                       |   | 246                                                 |  |                                                   | 440        |  |   | 305    
|University Center, Mishawaka, IN          |  |   | 0         |                       |   | 2,388                                               |  |                                                   | 5,214      |  |   | 0      
|Wabash Village, West Lafayette, IN        |  |   | 0         |                       |   | 0                                                   |  |                                                   | 976        |  |   | 0      
|Washington Plaza, Indianapolis, IN        |  |   | 0         |                       |   | 941                                                 |  |                                                   | 1,697      |  |   | 0      
|Waterford Lakes, Orlando, FL              |  |   | 68,000    |                       |   | 8,679                                               |  |                                                   | 72,836     |  |   | 0      
|West Ridge Plaza, Topeka, KS              |  |   | 5,567     |                       |   | 1,376                                               |  |                                                   | 4,560      |  |   | 0      
|White Oaks Plaza, Springfield, IL         |  |   | 16,987    |                       |   | 3,169                                               |  |                                                   | 14,267     |  |   | 0      
|Office, Mixed-Use Properties              |  |   |           |                       |   |                                                     |  |                                                   |            |  |   |        
|Copley Place, Boston, MA                  |  |   | 180,836   |                       |   | 147                                                 |  |                                                   | 378,876    |  |   | 0      
|O Hare International Center, Rosemont, IL |  |   | 0         |                       |   | 125                                                 |  |                                                   | 47,482     |  |   | 0      
|Riverway, Rosemont, IL                    |  |   | 110,000   |                       |   | 8,739                                               |  |                                                   | 106,462    |  |   | 16     
|Development Projects                      |  |   |           |                       |   |                                                     |  |                                                   |            |  |   |        
|Wolf Ranch, Georgetown, TX                |  |   | 0         |                       |   | 25,415                                              |  |                                                   | 4,130      |  |   | 0      
|St. Johns Town Center, Jacksonville, FL   |  |   | 37,500    |                       |   | 22,617                                              |  |                                                   | 17,505     |  |   | 0      
|Firewheel Town Center, Garland, TX        |  |   | 0         |                       |   | 12,150                                              |  |                                                   | 3,948      |  |   | 0      
|Other pre-development costs               |  |   | 0         |                       |   | 16,188                                              |  |                                                   | 4,483      |  |   | 0      
|Other                                     |  |   | 0         |                       |   | 6,177                                               |  |                                                   | 4,842      |  |   | 279    
|                                          |  |   |           |                       |   |                                                     |  |                                                   |            |  |   |        
|                                          |  | $ | 4,179,385 |                       | $ | 1,943,415                                           |  | $                                                 | 10,428,230 |  | $ | 102,705
|                                          |  |   |           |                       |   |                                                     |  |                                                   |            |  |   |        

104

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SIMON PROPERTY GROUP, L.P.        NOTES TO SCHEDULE III AS OF DECEMBER 31, 2003        (Dollars in thousands)

The changes in real estate assets for the years ended December 31, 2003, 2002, and 2001 are as follows:

2003

2002

2001Balance, beginning of year

$
13,966,450

$
12,932,966

$
12,793,847Acquisitions and Consolidations


761,179


1,107,581


Improvements


366,345


207,007


244,446Disposals and abandonments


(425,126
)

(281,104
)

(58,327
)Impairment Charge








(47,000
)Balance, close of year

$
14,668,848

$
13,966,450

$
12,932,966


The unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2003 was $10,648,246.

The
changes in accumulated depreciation and amortization for the years ended December 31, 2003, 2002, and 2001 are as follows:

2003

2002

2001Balance, beginning of year

$
2,151,014

$
1,813,795

$
1,433,673Acquisitions and Consolidations


21,111


16,491


Depreciation expense


456,960


413,142


415,950Disposals and abandonments


(167,451
)

(92,414
)

(35,828
)Balance, close of year

$
2,461,634

$
2,151,014

$
1,813,795


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



105

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INDEX TO EXHIBITS

|Exhibits |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Page
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|2.1      |  | Form of Joint Purchase Agreement among Westfield American Limited Partnership, Simon Property Group, L.P. and The Rouse Company (incorporated by reference to Exhibit 2.1 of the Annual Report on Form 10-K
for the year ended December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|2.2      |  | Purchase Agreement, dated as of January 12, 2002, by and among Rodamco North America N.V; Westfield America Limited Partnership; Westfield Growth, LP; Simon Property Group, L.P.; Hoosier Acquisition,
 LLC; The Rouse Company; and Terrapin Acquisition LLC (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Operating Partnership on May 20, 2002).                                                                                                                                                                                                                                                                                                                      |  |     
|3.1      |  | Second Amended and Restated Certificate of Limited Partnership, as amended (incorporated by reference to Exhibit 3.1 of its Annual Report on Form 10-K for 2002 filed by the Operating Partnership).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |     
|3.2      |  | Seventh Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 3.1 of its Annual Report on Form 10-K for 2001 filed by the Operating Partnership).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |     
|3.3      |  | Amended and Restated Supplement to Seventh Amended and Restated Limited Partnership Agreement (Exhibits B-1 and B-2) dated December 16, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |     
|4.1(a)   |  | Indenture, dated as of November 26, 1996, by and among the Operating Partnership and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3
filed on October 21, 1996 (Reg. No. 333-11491)).                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|4.2(a)   |  | Supplemental Indenture, dated as of June 22, 1998, by and among the Operating Partnership and The Chase Manhattan Bank, as trustee, (incorporated by reference to Exhibit 4.2 to the Registration Statement of
Simon DeBartolo Group, L.P. on Form S-4 filed on September 18, 1998 (Reg. No. 333-63645)).                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|10.1     |  | Credit Agreement, dated as of April 16, 2002, among the Operating Partnership, the Lenders named therein, the Co-Agents named therein, UBS AG, Stamford Branch, as Payment and Disbursement Agent, JP Morgan
Securities Inc. as Joint Lead Arranger and Joint Book Manager, Banc of America Securities LLC as Joint Lead Arranger and Joint Book Manager, Commerzbank AG, New York Branch, as Documentation Agent, JPMorgan Chase Bank as Joint
Syndication Agent, Banc of America, N.A. as Joint Syndication Agent and Citicorp Real Estate, Inc. as Joint Syndication Agent (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Operating Partnership on
December 5, 2002). |  |     
|10.2(b)  |  | 1998 Stock Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A for Simon Property Group, Inc. dated April 12, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |     
|10.3(c)  |  | Option Agreement to acquire the Excluded Retail Properties (Previously filed as Exhibit 10.10).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |     
|10.4(c)  |  | Option Agreement to acquire the Excluded Properties  Land (Previously filed as Exhibit 10.11).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |     
|10.5(c)  |  | Option Agreements dated as of December 1, 1993 between the Management Company and Simon Property Group, LP (Previously filed as Exhibit 10.20.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |     
|10.6(c)  |  | Option Agreement dated as of December 1, 1993 to acquire Development Land. (Previously filed as Exhibit 10.22.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |     
|10.7(c)  |  | Option Agreement dated December 1, 1993 between the Management Company and the Operating Partnership (Previously filed as Exhibit 10.25.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|10.8     |  | Purchase Option and Right of First Refusal Agreement between DRP, LP and EJDC (for SouthPark Center Development Site) (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(p)(2).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |     
|10.9     |  | Acquisition Option Agreement between DRP, LP and Lakeland Square Associates (for Lakeland Square) (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(s)(2).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|10.10    |  | Limited Partnership Agreement of SDG Macerich Properties, L.P. (Incorporated by reference to Exhibit 10.63 of SDG's 1997 Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |     
|10.11(b) |  | Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Appendix G to the Registrants' Definitive Proxy Statement on Schedule 14A dated April 7, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|12.1     |  | Statement regarding computation of ratios.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |     
|21.1     |  | List of Subsidiaries of the Operating Partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 107 
|23.1     |  | Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a of the Securities Act)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |     
|23.2     |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 108 
|31.1     |  | Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 109 
|31.2     |  | Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 110 
|32       |  | Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 111 

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