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Table of Contents



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



FORM 10-K

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

For the fiscal year ended December 31, 2009



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

Delaware(State or other jurisdiction of
incorporation or organization)

333-11491(Commission File No.)

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


225 West Washington Street
Indianapolis, Indiana 46204(Address of principal executive offices) (ZIP Code)

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

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

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



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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such
files). Yes o     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. ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý (Do not check if a smaller reporting company)

Smaller reporting company o


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

Registrant had no publicly-traded voting equity as of June 30, 2009.

Registrant
has no common stock outstanding.



Documents Incorporated By Reference

None.



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Table of Contents

Simon Property Group, L.P. and Subsidiaries
Annual Report on Form 10-K
December 31, 2009

TABLE OF CONTENTS



Item No.



Page No.Part I1.

Business

31A.

Risk Factors

71B.

Unresolved Staff Comments

112.

Properties

113.

Legal Proceedings

464.

Reserved

46Part II5.

Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

476.

Selected Financial Data

487.

Management's Discussion and Analysis of Financial Condition and Results of Operations

497A.

Quantitative and Qualitative Disclosure About Market Risk

658.

Financial Statements and Supplementary Data

659.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

659A.

Controls and Procedures

659B.

Other Information

67Part III10.

Directors, Executive Officers and Corporate Governance

6811.

Executive Compensation

6812.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

6813.

Certain Relationships and Related Transactions and Director Independence

6814.

Principal Accountant Fees and Services

68Part IV15.

Exhibits, and Financial Statement Schedules

69Signatures

109


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Table of Contents

Part I

Item 1.    Business

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

We
own, develop, and manage retail real estate properties, which consist primarily of regional malls, Premium Outlet® Centers, The Mills®, and
community/lifestyle centers. As of December 31, 2009, we owned or held an interest in 321 income-producing properties in the United States, which consisted of 162 regional malls, 41 Premium
Outlet Centers, 67 community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition, and 15 other shopping centers or outlet centers in 41
states and Puerto Rico. Of the 36 properties acquired in The Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. We also own an interest in
one parcel of land held in the United States for future development. Internationally, as of December 31, 2009, we had ownership interests in 51 European shopping centers (France, Italy
and Poland), eight Premium Outlet Centers in Japan, one Premium Outlet Center in Mexico, and one Premium Outlet Center in South Korea. Also, through joint venture arrangements we have a 24% interest
in two shopping centers in Italy currently under development. On February 4, 2010, we and our partner entered into a definitive agreement to sell all of the interests in Simon Ivanhoe
S.à.r.l, or Simon Ivanhoe, which owns seven shopping centers located in France and Poland.

For
a description of our operational strategies and developments in our business during 2009, see the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" which appears in Item 7 to this Form 10-K.

Other Policies

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect
to certain other activities. One or more of these policies may be amended or rescinded from time to time by Simon Property without a vote by our limited partners.



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

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

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



We must comply with the covenants contained in our financing agreements that limit our ratio of debt to total assets or market value,
as defined. For example, our lines of credit and the indentures for our debt securities contain

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

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

We
expect most additional borrowings would be made in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of
properties. Any such indebtedness may be secured or unsecured. Any such indebtedness may also have full or limited recourse to the borrower or cross-collateralized with other debt, or may be fully or
partially guaranteed by us. Although we may borrow to fund the payment of distributions, we currently have no expectation that we will regularly be required to do so.

On
December 8, 2009, we entered into a new $3.565 billion unsecured revolving corporate credit facility which replaced our $3.5 billion unsecured credit facility,
or the Credit Facility, which expired on January 11, 2010. The new credit facility contains an accordion feature allowing the maximum borrowing capacity to expand to $4.0 billion. The
new credit facility matures on March 31, 2013. We also issue debt securities, and we may issue our debt securities which may be convertible into units, preferred units or be accompanied by
warrants to purchase equity interests or be exchangeable for stock of Simon Property. We also may sell or securitize our lease receivables. The proceeds from any borrowings or financings may be used
for one or more of the following:



We
may also finance acquisitions through the following:



Our
ability to issue units to transferors of properties or other partnership interests may defer gain recognition for tax purposes by the transferor. It may also be advantageous for us
since there are ownership limits that restrict the number of units that investors may own.

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 also have covenants on our unsecured debt that limit our total secured debt.

Typically,
we invest in or form special purpose entities to assist us in obtaining permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a
single property, or on a group of properties, and generally requires us to provide a mortgage interest on the property in favor of an institutional third party, as a joint venture with a third party,
or as a securitized financing. For securitized financings, we 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.

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

The
sale of certain of our properties may have an adverse tax impact on the Simons and the other limited partners. In order to avoid any conflict of interest between Simon Property and
our limited partners, the Simon Property charter requires that at least six of the non-affiliated directors of the Board of 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 intend to make investments which are consistent with Simon Property's qualification as a REIT, unless the Board of Directors
determines that it is no longer in Simon Property's best interests to so qualify as a REIT. The Board of Directors may make such a determination because of changing circumstances or changes in the
REIT requirements. We have authority to offer units of equity interest or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our units or any other
securities. Our policy prohibits us from making any loans to the directors or executive officers of Simon Property for any purpose. We may make loans to the joint ventures in which we participate.

Competition

The retail industry is dynamic and competitive. We compete with numerous merchandise distribution channels including regional malls,
outlet centers, community/lifestyle centers, and other shopping centers in the United States and abroad. Internet retailing sites and catalogs also provide retailers with distribution options beyond
existing brick and mortar retail properties and the numerous projects in development by commercial developers, real estate companies and other owners of retail real estate. The existence of
competitive alternatives 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 tenants to occupy the
properties that we develop and manage as well as for the acquisition of prime sites (including land for development and operating properties).

We
believe that there are numerous factors that make our properties highly desirable to retailers including:



Certain Activities

During the past three years, we have:



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Employees

At January 5, 2010, we and our affiliates employed approximately 5,200 persons at various properties and offices throughout the
United States, of which approximately 1,900 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana and 100 were located
at our Chelsea offices in Roseland, New Jersey.

Corporate Headquarters

Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is
(317) 636-1600.

Available Information

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

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Item 1A.    Risk Factors

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

Risks Relating to Debt and the Financial Markets



As of December 31, 2009, our consolidated mortgages and other indebtedness, excluding the related premium and discount, totaled
$18.6 billion. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service. Our
debt service costs generally will not be reduced if developments at the property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the property.
Should such events occur, our operations may be adversely affected. If a property is mortgaged to secure payment of indebtedness and income from the property is insufficient to pay that indebtedness,
the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.



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



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



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. In addition, we refinance fixed rate debt at times when we believe rates and terms are appropriate. Our efforts to manage these exposures may not be successful.

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

Factors Affecting Real Estate Investments and Operations



We regularly acquire and develop new properties and expand and redevelop existing properties, and these activities are subject to
various risks. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities. In addition, newly acquired, developed or redeveloped/expanded properties may not
perform

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as
well as expected. We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:



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



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

Environmental Risks



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



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



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Retail Operations Risks



Our concentration in the retail real estate market means that we are subject to the risks that affect the retail environment generally,
including the levels of consumer spending, seasonality, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, changes in economic conditions, consumer confidence
and terrorist activities. The economy appears to be recovering from the recent recession, during which consumer spending in the United States declined significantly. The unemployment rate remains
relatively high and consumer confidence remains relatively depressed. We derive our cash flow from operations primarily from retail tenants, many of whom are currently under considerable economic
stress. A significant deterioration in our cash flow from operations could require us to curtail planned capital expenditures or seek alternative sources of financing.



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



Regional malls are typically anchored by department stores and other large nationally recognized tenants. The value of some of our
properties could be adversely affected if these tenants fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations. Larger store,
also referred to as "big box", consolidations typically result in the closure of existing stores or duplicate or geographically overlapping store locations. We do not control the disposition of those
department stores or larger stores that we do not own. We also may not control the vacant space that is not re-leased in those stores we do own. Other tenants may be entitled to modify the
terms of their existing leases in the event of such closures. The modification could be unfavorable to us as the lessor and could decrease rents or expense recovery charges. Additionally, major tenant
closures may result in decreased customer traffic which could lead to decreased sales at other stores. If the sales of stores operating in our properties were to decline significantly due to closing
of anchors, economic conditions, or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of default by a tenant or anchor store, we may experience
delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties.



Although bankruptcy filings by retailers occur regularly in the course of our operations, the number of tenant bankruptcies has
increased in the past two years. We continually seek to re-lease vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant, may make it
more difficult to lease the remainder of the affected properties. Future tenant bankruptcies could adversely affect our properties or impact our ability to successfully execute our
re-leasing strategy.

Risks Relating to Joint Venture Properties



As of December 31, 2009, we owned interests in 182 income-producing properties with other parties. Of those, 18 properties are
included in our consolidated financial statements. We account for the other 164 properties under the equity method of accounting, which we refer to as joint venture properties. We serve as general
partner or property manager for 93 of these 164 properties; however, certain major decisions, such as selling or refinancing these properties, require the consent of the other owners. Of the
properties for which we do not serve as general partner or property manager, 61 are in our international joint ventures. The other owners also have other participating rights that we consider
substantive for purposes of determining control over the properties' assets. The remaining joint venture

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properties
are managed by third parties. These limitations may adversely affect our ability to sell, refinance, or otherwise operate these properties.



Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture property. As of
December 31, 2009, we had loan guarantees to support $47.2 million of our total $6.5 billion share of joint venture mortgage and other indebtedness. A default by a joint venture
under its debt obligations may expose us to liability under a guaranty or letter of credit.

Other Factors Affecting Our Business



CAM costs typically include allocable energy costs, repairs, maintenance and capital improvements to common areas, janitorial services,
administrative, property and liability insurance costs, and security costs. We historically have used leases with variable CAM provisions that adjust to reflect inflationary
increases. We have made a concerted effort to convert our leases to a fixed payment methodology which fixes our tenants' CAM contributions and should in turn reduce the volatility of and limitations
on the recoveries we collect from our tenants for the reimbursement of our property operating expenses. However, with respect to both variable and fixed payment methodologies, the amount of CAM
charges we bill to our tenants may not allow us to recover all of these operating costs.



Our properties compete with other retail properties and other forms of retailing such as catalogs and e-commerce websites.
Competition may come from regional malls, outlet centers, community/lifestyle centers, and other shopping centers, both existing as well as future development projects. The presence of competitive
alternatives affects our ability to lease space and the level of rents we can obtain. Renovations and expansions at competing sites could also negatively affect our properties.

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



We hold interests in joint venture properties that operate in Italy, France, Poland, Japan, Korea, and Mexico, and we have a minority
investment in common shares of a U.K. retail real estate company. We may pursue additional expansion opportunities outside the United States. International development and ownership activities carry
risks that are different from those we face with our domestic properties and operations. These risks include:



Although
our international activities currently are a relatively small portion of our business (international properties represented approximately 6.3% of the GLA of all of our
properties at December 31, 2009), to the extent that we expand our international activities, these risks could increase in significance which in turn could adversely affect our results of
operations and financial condition.

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We maintain commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the
United States through wholly-owned captive insurance entities and other self-insurance mechanisms. Rosewood Indemnity, Ltd. and Bridgewood Insurance Company, Ltd. are our
wholly-owned captive insurance subsidiaries, and have agreed to indemnify our general liability carrier for a specific layer of losses for the properties that are covered under these arrangements. 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 these captive insurance
entities also provides initial
coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations.

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

We
currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an "all risk" basis in the amount of up to $1 billion per
occurrence for certified foreign acts of terrorism and $500 million per occurrence for non-certified domestic acts of terrorism. The current federal laws which provide this coverage
are expected to operate through 2014. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks in high profile markets could adversely affect our property values,
revenues, consumer traffic and tenant sales.

Risks Relating to Federal Income Taxes



Simon Property and two of our subsidiaries have elected to qualify as a REIT. Qualification as a REIT for federal income tax purposes
is governed by highly technical and complex provisions for which there are only limited judicial or administrative interpretations. If either of the REIT subsidiaries fails to comply with those
provisions, and if available relief provisions do not apply:



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

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties



Our U.S. properties primarily consist of regional malls, Premium Outlet Centers, The Mills, community/lifestyle centers, and other
properties. These properties contain an aggregate of approximately 244.8 million square feet of gross leasable area, or GLA, of which we own approximately 152.3 million square feet.
Total estimated retail sales at the properties in 2009 were approximately $58 billion.

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Regional
malls typically contain at least one traditional department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the
anchors. Additional stores are usually located along the perimeter of the parking area. Our 162 regional malls are generally enclosed centers and range in size from approximately 400,000 to
2.3 million square feet of GLA. Our regional malls contain in the aggregate more than 18,600 occupied stores, including approximately 710 anchors, which are mostly national retailers. For
comparative purposes, we separate the information in this section on the 16 regional malls acquired from The Mills Corporation in 2007, or the Mills Regional Malls, from the information on our other
regional malls.

Premium
Outlet Centers generally contain a wide variety of designer and manufacturer stores located in an open-air center. Our 41 Premium Outlet Centers range in size from
approximately 200,000 to 850,000 square feet of GLA. The Premium Outlet Centers are generally located near major metropolitan areas and tourist destinations including New York City, Los Angeles,
Boston, Palm Springs, Orlando, Las Vegas, and Honolulu.

The
Mills generally range in size from 1.0 million to 2.3 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional
mall, outlet center, and big box retailers and entertainment uses. The Mills Regional Malls typically range in size from 700,000 to 1.3 million square feet of GLA and contain a wide variety of
national retailers.

Community/lifestyle
centers are generally unenclosed and smaller than our regional malls. Our 67 community/lifestyle centers generally range in size from approximately 100,000 to
900,000 square feet of GLA. Community/lifestyle centers are designed to serve a larger trade area and typically contain anchor stores and other national retail tenants, which occupy a significant
portion of the GLA of the center. We also own traditional community shopping centers that focus primarily on value-oriented and convenience goods and services. These centers are usually anchored by a
supermarket, discount retailer, or drugstore and are designed to service a neighborhood area. Finally, we own open-air centers adjacent to our regional malls designed to take advantage of
the drawing power of the mall.

We
also have interests in 15 other shopping centers or outlet centers. These properties range in size from approximately 85,000 to 1.0 million square feet of GLA, are considered
non-core to our business model, and in total represent less than 1% of our total operating income before depreciation.

The
following table provides representative data for our U.S. properties on a gross basis as of December 31, 2009:

Regional
Malls

Premium
Outlet
Centers

Mills Portfolio
(including The
Mills and Mills
Regional Malls)

Community/
Lifestyle
Centers

Other Properties% of total property annualized base rent


62.7
%

15.2
%

16.2
%

5.1
%

0.8
%% of total property GLA


65.4
%

7.0
%

16.8
%

8.3
%

2.5
%% of owned property GLA


57.7
%

11.1
%

19.5
%

9.1
%

2.6
%


As
of December 31, 2009, approximately 92.1% of the owned GLA in regional malls and the retail space of the other properties was leased, approximately 97.9% of owned GLA in the
Premium Outlet Centers was leased, approximately 93.9% of the owned GLA for The Mills and 89.3% of owned GLA for the Mills Regional Malls was leased, and approximately 90.7% of owned GLA in the
community/lifestyle centers was leased.

We
hold a 100% interest in 200 of our properties, effectively control 18 properties in which we have a joint venture interest, and hold the remaining 103 properties through
unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 311 properties. Substantially all of our joint venture properties are subject to
rights of first refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in our joint
ventures may initiate these provisions at any time, which will result in either the use of available cash or borrowings to acquire their partnership interest or the disposal of our partnership
interest.

The
following property table summarizes certain data for our regional malls, Premium Outlet Centers, The Mills, the Mills Regional Malls, and community/lifestyle centers located in the
United States, including Puerto Rico, as of December 31, 2009.

12

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsRegional Malls1.

Anderson Mall

SC

Anderson (Greenville)

Fee


100.0%

Built 1972


83.0
%

671,881

Belk Ladies Fashion Store, Belk Men's & Home Store, JCPenney, Sears, Dillard's, Books A Million(6)2.

Apple Blossom Mall

VA

Winchester

Fee


49.1%
(4)
Acquired 1999


89.8
%

440,042

Belk, JCPenney, Sears, Eastwynn Theatres3.

Arsenal Mall

MA

Watertown (Boston)

Fee


100.0%

Acquired 1999


95.4
%(17)

504,334

Marshalls, Filene's Basement4.

Atrium Mall

MA

Chestnut Hill (Boston)

Fee


49.1%
(4)
Acquired 1999


95.0
%

205,461

Borders Books & Music5.

Auburn Mall

MA

Auburn (Worcester)

Fee


49.1%
(4)
Acquired 1999


99.4
%

588,330

Macy's, Macy's Home Store, Sears6.

Aventura Mall(1)

FL

Miami Beach

Fee


33.3%
(4)
Built 1983


96.0
%

2,099,768

Bloomingdale's, Macy's, Macy's Mens & Home Furniture, JCPenney, Sears, Nordstrom, Equinox Fitness Clubs, AMC Theatre7.

Avenues, The

FL

Jacksonville

Fee


25.0%
(4)(2)
Built 1990


94.0
%

1,117,396

Belk, Dillard's, JCPenney, Belk Men and Kids, Sears8.

Bangor Mall

ME

Bangor

Fee


67.4%
(15)
Acquired 2003


91.6
%

652,842

Macy's, JCPenney, Sears, Dick's Sporting Goods9.

Barton Creek Square

TX

Austin

Fee


100.0%

Built 1981


98.0
%

1,429,623

Nordstrom, Macy's, Dillard's Women's & Home, Dillard's Men's & Children's, JCPenney, Sears, AMC Theatre10.

Battlefield Mall

MO

Springfield

Fee and Ground Lease (2056)


100.0%

Built 1970


95.1
%

1,198,568

Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears11.

Bay Park Square

WI

Green Bay

Fee


100.0%

Built 1980


93.0
%

710,973

Younkers, Younkers Home Furniture Gallery, Kohl's, ShopKo, Marcus Cinema 1612.

Bowie Town Center

MD

Bowie (Washington, D.C.)

Fee


100.0%

Built 2001


97.9
%

684,297

Macy's, Sears, Barnes & Noble, Bed Bath & Beyond, Best Buy, Safeway13.

Boynton Beach Mall

FL

Boynton Beach (Miami)

Fee


100.0%

Built 1985


84.7
%

1,100,250

Macy's, Dillard's Men's & Home, Dillard's Women, JCPenney, Sears, Cinemark Theatres14.

Brea Mall

CA

Brea (Los Angeles)

Fee


100.0%

Acquired 1998


96.8
%

1,319,678

Nordstrom, Macy's, JCPenney, Sears, Macy's Men's Children & Home.15.

Broadway Square

TX

Tyler

Fee


100.0%

Acquired 1994


98.5
%

628,103

Dillard's, JCPenney, Sears16.

Brunswick Square

NJ

East Brunswick (New York)

Fee


100.0%

Built 1973


95.8
%

765,149

Macy's, JCPenney, Barnes & Noble, Mega Movies17.

Burlington Mall

MA

Burlington (Boston)

Ground Lease (2048)


100.0%

Acquired 1998


96.6
%

1,317,842

Macy's, Lord & Taylor, Sears, Nordstrom, Crate & Barrel18.

Cape Cod Mall

MA

Hyannis

Ground Leases (2029-2073)(7)


49.1%
(4)
Acquired 1999


94.5
%

725,595

Macy's, Macy's Men's and Home, Sears, Best Buy, Marshalls, Barnes & Noble, Regal Cinema19.

Castleton Square

IN

Indianapolis

Fee


100.0%

Built 1972


94.3
%

1,381,405

Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Borders Books & Music, AMC Theatres20.

Century III Mall

PA

West Mifflin (Pittsburgh)

Fee


100.0%

Built 1979


76.1
%(17)

1,225,538

Macy's, JCPenney, Sears, Dick's Sporting Goods, Macy's Jr.,(8)21.

Charlottesville Fashion Square

VA

Charlottesville

Ground Lease (2076)


100.0%

Acquired 1997


94.3
%

569,861

Belk Women's & Children's, Belk Men's & Home, JCPenney, Sears22.

Chautauqua Mall

NY

Lakewood (Jamestown)

Fee


100.0%

Built 1971


82.3
%

425,291

Sears, JCPenney, Bon Ton, Office Max, Dipson Cinema23.

Chesapeake Square

VA

Chesapeake (Virginia Beach)

Fee and Ground Lease (2062)


75.0%
(12)
Built 1989


86.5
%

792,428

Macy's, JCPenney, Sears, Target, Burlington Coat Factory(6),(11)


13

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants24.

Cielo Vista Mall

TX

El Paso

Fee and Ground Lease (2022)(7)


100.0%

Built 1974


98.0
%

1,244,020

Macy's, Dillard's Women's & Furniture, Dillard's Men's, Children's & Home, JCPenney, Sears, Cinemark Theatres25.

Circle Centre

IN

Indianapolis

Property Lease (2097)


14.7%
(4)(2)
Built 1995


96.7
%

735,922

Nordstrom, Carson Pirie Scott, United Artists Theatre26.

Coconut Point

FL

Estero (Cape Coral)

Fee


50.0%
(4)
Built 2006


96.2
%(17)

1,196,150

Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, PetsMart, Ross Dress for Less, Cost Plus World Market, T.J. Maxx, Hollywood Theatres, Super Target27.

Coddingtown Mall

CA

Santa Rosa

Fee


50.0%
(4)
Acquired 2005


86.2
%

791,943

Macy's, JCPenney, Whole Foods(6),(8)28.

College Mall

IN

Bloomington

Fee and Ground Lease (2048)(7)


100.0%

Built 1965


86.2
%

636,563

Macy's, Sears, Target, Dick's Sporting Goods, Bed Bath & Beyond29.

Columbia Center

WA

Kennewick

Fee


100.0%

Acquired 1987


92.6
%

768,430

Macy's, Macy's Mens & Children, JCPenney, Sears, Barnes & Noble, Regal Cinema30.

Copley Place

MA

Boston

Fee


98.1%

Acquired 2002


95.6
%(17)

1,243,500

Neiman Marcus, Barneys New York31.

Coral Square

FL

Coral Springs (Miami)

Fee


97.2%

Built 1984


95.9
%

941,339

Macy's Mens, Children & Home, Macy's Women, Dillard's, JCPenney, Sears32.

Cordova Mall

FL

Pensacola

Fee


100.0%

Acquired 1998


98.3
%

851,563

Dillard's Men's, Dillard's Women's, Belk, Best Buy, Bed Bath & Beyond, Cost Plus World Market, Ross Dress for Less33.

Cottonwood Mall

NM

Albuquerque

Fee


100.0%

Built 1996


96.5
%

1,040,700

Macy's, Dillard's, JCPenney, Sears, United Artists Theatre,(11)34.

Crossroads Mall

NE

Omaha

Fee


100.0%

Acquired 1994


59.7
%

677,320

Sears, Target, Barnes & Noble,(11)35.

Crystal Mall

CT

Waterford

Fee


74.6%
(4)
Acquired 1998


89.2
%

782,829

Macy's, JC Penney, Sears, Bed Bath & Beyond, Christmas Tree Store36.

Crystal River Mall

FL

Crystal River

Fee


100.0%

Built 1990


77.2
%

420,109

JCPenney, Sears, Belk, Kmart, Regal Cinema37.

Dadeland Mall

FL

Miami

Fee


50.0%
(4)
Acquired 1997


100.0
%

1,487,689

Saks Fifth Avenue, Nordstrom, Macy's, Macy's Children & Home, JCPenney38.

DeSoto Square

FL

Bradenton

Fee


100.0%

Built 1973


78.2
%

678,310

Macy's, JCPenney, Sears,(8)39.

Domain, The

TX

Austin

Fee


100.0%

Built 2006


92.8
%(17)

674,588

Neiman Marcus, Macy's, Borders Books & Music, Dick's Sporting Goods, Gold Class Cinemas(6), Dillard's(6)40.

Eastland Mall

IN

Evansville

Fee


50.0%
(4)
Acquired 1998


95.6
%

865,310

Macy's, JCPenney, Dillard's41.

Edison Mall

FL

Fort Myers

Fee


100.0%

Acquired 1997


96.8
%

1,050,922

Dillard's, Macy's Mens, Children & Home, Macy's Women, JCPenney, Sears42.

Emerald Square

MA

North Attleboro (ProvidenceRI)

Fee


49.1%
(4)
Acquired 1999


89.9
%

1,022,545

Macy's, Macy's Mens & Home Store, JCPenney, Sears43.

Empire Mall(1)

SD

Sioux Falls

Fee and Ground Lease (2033)(7)


50.0%
(4)
Acquired 1998


94.5
%

1,074,085

Macy's, Younkers, JCPenney, Sears, Gordmans, Hy-Vee44.

Fashion Centre at Pentagon City, The

VA

Arlington (Washington, DC)

Fee


42.5%
(4)
Built 1989


99.3
%(17)

988,904

Nordstrom, Macy's45.

Fashion Mall at Keystone, The

IN

Indianapolis

Ground Lease (2067)


100.0%

Acquired 1997


92.8
%

683,490

Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema


14

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants46.

Fashion Valley

CA

San Diego

Fee


50.0%
(4)
Acquired 2001


99.0
%

1,723,143

Saks Fifth Avenue, Neiman-Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres47.

Firewheel Town Center

TX

Garland (Dallas)

Fee


100.0%

Built 2005


81.0
%(17)

1,004,241

Dillard's, Macy's, Barnes & Noble, DSW, Cost Plus World Market, AMC Theatres, Dick's Sporting Goods, Ethan Allen48.

Florida Mall, The

FL

Orlando

Fee


50.0%
(4)
Built 1986


96.4
%

1,769,207

Saks Fifth Avenue, Nordstrom, Macy's, Dillard's, JCPenney, Sears, H&M49.

Forest Mall

WI

Fond Du Lac

Fee


100.0%

Built 1973


92.7
%

500,174

JCPenney, Kohl's, Younkers, Sears, Cinema I & II50.

Forum Shops at Caesars, The

NV

Las Vegas

Ground Lease (2050)


100.0%

Built 1992


98.5
%

620,43151.

Galleria, The

TX

Houston

Fee and Ground Lease (2029)


31.5%
(4)
Acquired 2002


94.0
%

2,298,144

Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's (2 locations), Borders Books & Music, Galleria Tennis/Athletic Club52.

Granite Run Mall

PA

Media (Philadelphia)

Fee


50.0%
(4)
Acquired 1998


83.4
%

1,032,675

JCPenney, Sears, Boscov's, Granite Run 8 Theatres, Acme, Kohl's53.

Great Lakes Mall

OH

Mentor (Cleveland)

Fee


100.0%

Built 1961


87.2
%(17)

1,234,588

Dillard's Men's, Dillard's Women's, Macy's, JCPenney, Sears, AMC Theatres54.

Greendale Mall

MA

Worcester (Boston)

Fee and Ground Lease (2009)(7)


49.1%
(4)
Acquired 1999


92.4
%(17)

430,819

T.J. Maxx 'N More, Best Buy, DSW,(8)55.

Greenwood Park Mall

IN

Greenwood (Indianapolis)

Fee


100.0%

Acquired 1979


97.8
%

1,280,183

Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble, AMC Theatres56.

Gulf View Square

FL

Port Richey (Tampa)

Fee


100.0%

Built 1980


82.4
%

753,572

Macy's, Dillard's, JCPenney, Sears, Best Buy57.

Gwinnett Place

GA

Duluth (Atlanta)

Fee


75.0%

Acquired 1998


81.4
%(17)

1,279,516

Belk, JCPenney, Macy's, Sears, Eastern Wells Market(6)58.

Haywood Mall

SC

Greenville

Fee and Ground Lease (2017)(7)


100.0%

Acquired 1998


97.9
%

1,231,469

Macy's, Dillard's, JCPenney, Sears, Belk59.

Independence Center

MO

Independence (Kansas City)

Fee


100.0%

Acquired 1994


97.2
%

1,032,630

Dillard's, Macy's, Sears60.

Indian River Mall

FL

Vero Beach

Fee


50.0%
(4)
Built 1996


82.1
%

737,007

Dillard's, Macy's, JCPenney, Sears, AMC Theatres61.

Ingram Park Mall

TX

San Antonio

Fee


100.0%

Built 1979


93.4
%

1,125,708

Dillard's, Dillard's Home Store, Macy's, JCPenney, Sears, Bealls62.

Irving Mall

TX

Irving (Dallas)

Fee


100.0%

Built 1971


84.1
%

1,053,052

Macy's, Dillard's, Sears, Burlington Coat Factory, La Vida Fashion and Home Décor, General Cinema63.

Jefferson Valley Mall

NY

Yorktown Heights (New York)

Fee


100.0%

Built 1983


93.9
%

580,100

Macy's, Sears, H&M, Movies at Jefferson Valley64.

King of Prussia

PA

King of Prussia (Philadelphia)

Fee


12.4%
(4)(15)
Acquired 2003


93.0
%(17)

2,615,101

Neiman Marcus, Bloomingdale's (Court), Nordstrom, Lord & Taylor, Macy's (Court), JCPenney, Sears, Crate & Barrel,(8)65.

Knoxville Center

TN

Knoxville

Fee


100.0%

Built 1984


79.6
%(17)

978,027

JCPenney, Belk, Sears, The Rush Fitness Center, Regal Cinema,(11)66.

La Plaza Mall

TX

McAllen

Fee and Ground Lease (2040)(7)


100.0%

Built 1976


98.6
%

1,199,643

Macy's, Macy's Home Store, Dillard's, JCPenney, Sears, Joe Brand


15

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants67.

Laguna Hills Mall

CA

Laguna Hills (Los Angeles)

Fee


100.0%

Acquired 1997


92.4
%

865,170

Macy's, JCPenney, Sears, Laguna Hills Cinema, Nordstrom Rack, Total Woman Gym & Spa68.

Lake Square Mall

FL

Leesburg (Orlando)

Fee


50.0%
(4)
Acquired 1998


73.4
%

559,088

JCPenney, Sears, Belk, Target, AMC Theatres, Books-A-Million69.

Lakeline Mall

TX

Cedar Park (Austin)

Fee


100.0%

Built 1995


97.3
%

1,097,944

Dillard's, Macy's, JCPenney, Sears, Regal Cinema70.

Lehigh Valley Mall

PA

Whitehall

Fee


37.6%
(4)(15)
Acquired 2003


96.8
%(17)

1,169,188

Macy's, JCPenney, Boscov's, Barnes & Noble, HH Gregg(6), Babies R Us71.

Lenox Square

GA

Atlanta

Fee


100.0%

Acquired 1998


96.5
%

1,544,793

Neiman Marcus, Bloomingdale's, Macy's72.

Liberty Tree Mall

MA

Danvers (Boston)

Fee


49.1%
(4)
Acquired 1999


91.2
%

858,165

Marshalls, The Sports Authority, Target, Bed, Bath & Beyond, Kohl's, Best Buy, Staples, AC Moore, K&G Fashion Superstore, AMC Theatres, Nordstrom Rack, Off Broadway Shoes73.

Lima Mall

OH

Lima

Fee


100.0%

Built 1965


90.7
%

737,679

Macy's, JCPenney, Elder-Beerman, Sears74.

Lincolnwood Town Center

IL

Lincolnwood (Chicago)

Fee


100.0%

Built 1990


95.0
%

421,382

Kohl's, Carson Pirie Scott75.

Lindale Mall(1)

IA

Cedar Rapids

Fee


50.0%
(4)
Acquired 1998


86.5
%

688,593

Von Maur, Sears, Younkers76.

Livingston Mall

NJ

Livingston (New York)

Fee


100.0%

Acquired 1998


94.5
%

984,599

Macy's, Lord & Taylor, Sears, Barnes & Noble77.

Longview Mall

TX

Longview

Fee


100.0%

Built 1978


90.3
%

638,605

Dillard's, JCPenney, Sears, Bealls,(11)78.

Mall at Chestnut Hill, The

MA

Chestnut Hill (Boston)

Lease (2039)(9)


47.2%
(4)
Acquired 2002


89.9
%

474,929

Bloomingdale's, Bloomingdale's Home Furnishing and Men's Store79.

Mall at Rockingham Park, The

NH

Salem (Boston)

Fee


24.6%
(4)
Acquired 1999


98.7
%

1,020,232

JCPenney, Sears, Macy's,(11)80.

Mall of Georgia

GA

Buford (Atlanta)

Fee


100.0%

Built 1999


95.8
%

1,795,702

Nordstrom, Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Haverty's Furniture, Bed Bath & Beyond(16), Regal Cinema81.

Mall of New Hampshire, The

NH

Manchester

Fee


49.1%
(4)
Acquired 1999


97.8
%

811,290

Macy's, JCPenney, Sears, Best Buy, A.C. Moore82.

Maplewood Mall

MN

Minneapolis

Fee


100.0%

Acquired 2002


91.0
%

929,788

Macy's, JCPenney, Sears, Kohl's, Barnes & Noble83.

Markland Mall

IN

Kokomo

Ground Lease (2041)


100.0%

Built 1968


96.4
%

416,092

Sears, Target, MC Sporting Goods,(8)84.

McCain Mall

AR

N. Little Rock

Fee


100.0%

Built 1973


92.5
%

775,281

Dillard's, JCPenney, Sears,(11)85.

Melbourne Square

FL

Melbourne

Fee


100.0%

Built 1982


81.5
%

665,119

Macy's, Dillard's Men's, Children's & Home, Dillard's Women's, JCPenney, Dick's Sporting Goods,(8)86.

Menlo Park Mall

NJ

Edison (New York)

Fee


100.0%

Acquired 1997


96.9
%(17)

1,322,885

Nordstrom, Macy's, Barnes & Noble, Cineplex Odeon, WOW! Work Out World, Fortunoff Backyard Store(6)87.

Mesa Mall(1)

CO

Grand Junction

Fee


50.0%
(4)
Acquired 1998


87.9
%

882,172

Sears, Herberger's, JCPenney, Target, Cabela's(6)88.

Miami International Mall

FL

Miami

Fee


47.8%
(4)
Built 1982


92.1
%

1,071,449

Macy's Mens & Home, Macy's Women & Children, Dillard's, JCPenney, Sears89.

Midland Park Mall

TX

Midland

Fee


100.0%

Built 1980


92.9
%

617,576

Dillard's, Dillard's Mens & Juniors, JCPenney, Sears, Bealls, Ross Dress for Less90.

Miller Hill Mall

MN

Duluth

Ground Lease (2013)


100.0%

Built 1973


96.6
%

805,552

JCPenney, Sears, Younkers, Barnes & Noble, DSW


16

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants91.

Montgomery Mall

PA

North Wales (Philadelphia)

Fee


60.0%
(15)
Acquired 2003


85.8
%

1,147,480

Macy's, JCPenney, Sears, Dick's Sporting Goods,(11)92.

Muncie Mall

IN

Muncie

Fee


100.0%

Built 1970


92.9
%

634,997

Macy's, JCPenney, Sears, Elder Beerman93.

North East Mall

TX

Hurst (Dallas)

Fee


100.0%

Built 1971


96.7
%

1,670,157

Nordstrom, Dillard's, Macy's, JCPenney, Sears, Dick's Sporting Goods, Rave Theatre94.

Northfield Square

IL

Bourbonnais

Fee


31.6%
(12)
Built 1990


90.4
%

530,011

Carson Pirie Scott Women's, Carson Pirie Scott Men's, Children's & Home, JCPenney, Sears, Cinemark Movies 1095.

Northgate Mall

WA

Seattle

Fee


100.0%

Acquired 1987


94.1
%

1,058,542

Nordstrom, Macy's, JCPenney, Toys 'R Us, Barnes & Noble, Bed Bath & Beyond, DSW96.

Northlake Mall

GA

Atlanta

Fee


100.0%

Acquired 1998


86.8
%

961,104

Macy's, JCPenney, Sears, Kohl's97.

NorthPark Mall

IA

Davenport

Fee


50.0%
(4)
Acquired 1998


90.6
%

1,073,101

Dillard's, Von Maur, Younkers, JCPenney, Sears, Barnes & Noble98.

Northshore Mall

MA

Peabody (Boston)

Fee


49.1%
(4)
Acquired 1999


93.6
%(17)

1,581,213

JCPenney, Sears, Filene's Basement, Nordstrom, Macy's Mens/Furniture, Macys, H&M, Barnes & Noble, Toys 'R Us, Shaw's Grocery99.

Northwoods Mall

IL

Peoria

Fee


100.0%

Acquired 1983


95.0
%

693,963

Macy's, JCPenney, Sears100.

Oak Court Mall

TN

Memphis

Fee


100.0%

Acquired 1997


94.5
%(17)

848,974

Dillard's, Dillard's Mens, Macy's101.

Ocean County Mall

NJ

Toms River (New York)

Fee


100.0%

Acquired 1998


98.8
%

890,133

Macy's, Boscov's, JCPenney, Sears102.

Orange Park Mall

FL

Orange Park (Jacksonville)

Fee


100.0%

Acquired 1994


98.6
%

954,994

Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods, AMC Theatres103.

Orland Square

IL

Orland Park (Chicago)

Fee


100.0%

Acquired 1997


98.5
%

1,210,124

Macy's, Carson Pirie Scott, JCPenney, Sears104.

Oxford Valley Mall

PA

Langhorne (Philadelphia)

Fee


65.0%
(15)
Acquired 2003


91.9
%(17)

1,332,202

Macy's, JCPenney, Sears, United Artists Theatre,(11)105.

Paddock Mall

FL

Ocala

Fee


100.0%

Built 1980


95.4
%

554,029

Macy's, JCPenney, Sears, Belk106.

Penn Square Mall

OK

Oklahoma City

Ground Lease (2060)


94.5%

Acquired 2002


98.6
%

1,050,684

Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Dickinson Theatre107.

Pheasant Lane Mall

NH

Nashua (Manchester)





(14)
Acquired 2002


94.7
%

869,722

JCPenney, Sears, Target, Macy's,(8)108.

Phipps Plaza

GA

Atlanta

Fee


100.0%

Acquired 1998


93.7
%

818,137

Saks Fifth Avenue, Nordstrom, Belk, AMC Theatres109.

Plaza Carolina

PR

Carolina (San Juan)

Fee


100.0%

Acquired 2004


92.5
%(17)

1,077,281

JCPenney, Sears, Tiendas Capri, Pueblo Xtra, Best Buy110.

Port Charlotte Town Center

FL

Port Charlotte (Punta Gorda)

Fee


80.0%
(12)
Built 1989


90.3
%

766,723

Dillard's, Macy's, JCPenney, Bealls, Sears, DSW, Regal Cinema111.

Prien Lake Mall

LA

Lake Charles

Fee and Ground Lease (2025)(7)


100.0%

Built 1972


95.3
%

791,249

Dillard's, JCPenney, Sears, Cinemark Theatres, Kohl's112.

Quaker Bridge Mall

NJ

Lawrenceville (Trenton)

Fee


38.0%
(4)(15)
Acquired 2003


93.0
%

1,098,559

Macy's, Lord & Taylor, JCPenney, Sears113.

Richmond Town Square

OH

Richmond Heights (Cleveland)

Fee


100.0%

Built 1966


93.7
%

1,016,028

Macy's, JCPenney, Sears, Barnes & Noble, Regal Cinemas114.

River Oaks Center

IL

Calumet City (Chicago)

Fee


100.0%

Acquired 1997


90.2
%(17)

1,356,960

Macy's, Carson Pirie Scott, JCPenney, Sears


17

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants115.

Rockaway Townsquare

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


96.3
%

1,243,848

Macy's, Lord & Taylor, JCPenney, Sears116.

Rolling Oaks Mall

TX

San Antonio

Fee


100.0%

Built 1988


86.7
%(17)

883,369

Dillard's, Macy's, JCPenney, Sears117.

Roosevelt Field

NY

Garden City (New York)

Fee and Ground Lease (2090)(7)


100.0%

Acquired 1998


96.1
%(17)

2,225,748

Bloomingdale's, Bloomingdale's Furniture Gallery, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, Loews Theatre, Xsport Fitness118.

Ross Park Mall

PA

Pittsburgh

Fee


100.0%

Built 1986


94.8
%

1,208,241

JCPenney, Sears, Nordstrom, L.L. Bean, Macy's119.

Rushmore Mall(1)

SD

Rapid City

Fee


50.0%
(4)
Acquired 1998


76.2
%

835,097

JCPenney, Herberger's, Sears, Carmike Cinemas, Hobby Lobby, Toys R Us,(11)120.

Santa Rosa Plaza

CA

Santa Rosa

Fee


100.0%

Acquired 1998


97.4
%

692,275

Macy's, Sears,(11)121.

Seminole Towne Center

FL

Sanford (Orlando)

Fee


45.0%
(4)(2)
Built 1995


89.2
%

1,125,976

Macy's, Dillard's, Belk, JCPenney, Sears, United Artists Theatre, H&M122.

Shops at Mission Viejo, The

CA

Mission Viejo (Los Angeles)

Fee


100.0%

Built 1979


97.7
%

1,148,957

Saks Fifth Avenue, Nordstrom, Macy's (2 locations)123.

Shops at Sunset Place, The

FL

S. Miami

Fee


37.5%
(4)(2)
Built 1999


90.8
%

514,429

NikeTown, Barnes & Noble, GameWorks, Z Gallerie, LA Fitness, AMC Theatres, Splitsville124.

Smith Haven Mall

NY

Lake Grove (New York)

Fee


25.0%
(4)
Acquired 1995


95.3
%

1,287,415

Macy's, Macy's Furniture Gallery, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble125.

Solomon Pond Mall

MA

Marlborough (Boston)

Fee


49.1%
(4)
Acquired 1999


99.2
%

886,327

Macy's, JCPenney, Sears, Regal Cinema126.

South Hills Village

PA

Pittsburgh

Fee


100.0%

Acquired 1997


94.2
%(17)

1,141,179

Macy's, Sears, Barnes & Noble, Carmike Cinemas,(11)127.

South Shore Plaza

MA

Braintree (Boston)

Fee


100.0%

Acquired 1998


97.4
%

1,160,760

Macy's, Lord & Taylor, Sears, Filene's Basement, Nordstrom(6), Target(6)128.

Southern Hills Mall(1)

IA

Sioux City

Fee


50.0%
(4)
Acquired 1998


81.9
%

796,680

Younkers, JCPenney, Sears, Scheel's Sporting Goods, Barnes & Noble, Carmike Cinemas129.

Southern Park Mall

OH

Youngstown

Fee


100.0%

Built 1970


94.0
%

1,190,065

Macy's, Dillard's, JCPenney, Sears, Cinemark Theatres130.

SouthPark

NC

Charlotte

Fee & Ground Lease (2040)(10)


100.0%

Acquired 2002


94.0
%

1,625,365

Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel, Joseph Beth Booksellers131.

SouthPark Mall

IL

Moline

Fee


50.0%
(4)
Acquired 1998


76.1
%

1,017,116

Dillard's, Von Maur, Younkers, JCPenney, Sears132.

SouthRidge Mall(1)

IA

Des Moines

Fee


50.0%
(4)
Acquired 1998


53.4
%

889,046

JCPenney, Younkers, Sears, Target133.

Springfield Mall(1)

PA

Springfield (Philadelphia)

Fee


38.0%
(4)(15)
Acquired 2005


84.6
%

589,263

Macy's, Target134.

Square One Mall

MA

Saugus (Boston)

Fee


49.1%
(4)
Acquired 1999


97.2
%

929,330

Macy's, Sears, Best Buy, T.J. Maxx N More, Best Buy, Dick's Sporting Goods, Filene's Basement135.

St. Charles Towne Center

MD

Waldorf (Washington, D.C.)

Fee


100.0%

Built 1990


96.4
%

979,904

Macy's, Macy's Home Store, JCPenney, Sears, Kohl's, Dick Sporting Goods, AMC Theatres


18

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants136.

St. Johns Town Center

FL

Jacksonville

Fee


50.0%
(4)
Built 2005


99.1
%

1,222,579

Dillard's, Target, Ashley Furniture Home Store, Barnes & Noble, Dick's Clothing & Sporting Goods, Ross Dress for Less, Staples, DSW, JoAnn Fabrics, PetsMart137.

Stanford Shopping Center

CA

Palo Alto (San Francisco)

Ground Lease (2054)


100.0%

Acquired 2003


98.0
%(17)

1,364,356

Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Macy's Mens Store138.

Summit Mall

OH

Akron

Fee


100.0%

Built 1965


94.7
%

770,221

Dillard's Women's & Children's, Dillard's Men's & Home, Macy's139.

Sunland Park Mall

TX

El Paso

Fee


100.0%

Built 1988


94.1
%

917,642

Macy's, Dillard's Women's & Children's, Dillard's Men's & Home, Sears, Forever 21,(8)140.

Tacoma Mall

WA

Tacoma (Seattle)

Fee


100.0%

Acquired 1987


87.5
%

1,248,990

Nordstrom, Macy's, JCPenney, Sears, David's Bridal, Forever 21(6)141.

Tippecanoe Mall

IN

Lafayette

Fee


100.0%

Built 1973


90.2
%

862,773

Macy's, JCPenney, Sears, Kohl's, Dick's Sporting Goods, H.H. Gregg142.

Town Center at Aurora

CO

Aurora (Denver)

Fee


100.0%

Acquired 1998


83.2
%

1,081,725

Macy's, Dillard's, JCPenney, Sears, Century Theatres143.

Town Center at Boca Raton

FL

Boca Raton (Miami)

Fee


100.0%

Acquired 1998


98.7
%

1,753,585

Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Sears, Crate & Barrel144.

Town Center at Cobb

GA

Kennesaw (Atlanta)

Fee


75.0%

Acquired 1998


95.5
%

1,275,928

Belk, Macy's, JCPenney, Sears, Macy's Furniture145.

Towne East Square

KS

Wichita

Fee


100.0%

Built 1975


93.8
%

1,120,581

Dillard's, Von Maur, JCPenney, Sears146.

Towne West Square

KS

Wichita

Fee


100.0%

Built 1980


85.4
%

941,485

Dillard's Women's & Home, Dillard's Men's & Children, JCPenney, Sears, Dick's Sporting Goods, The Movie Machine147.

Treasure Coast Square

FL

Jensen Beach

Fee


100.0%

Built 1987


89.7
%

878,213

Macy's, Dillard's, JCPenney, Sears, Borders Books & Music, Regal Cinema148.

Tyrone Square

FL

St. Petersburg (Tampa)

Fee


100.0%

Built 1972


93.1
%

1,095,029

Macy's, Dillard's, JCPenney, Sears, Borders Books & Music149.

University Park Mall

IN

Mishawaka

Fee


100.0%

Built 1979


91.3
%

922,625

Macy's, JCPenney, Sears, Barnes & Noble150.

Upper Valley Mall

OH

Springfield

Fee


100.0%

Built 1971


80.4
%

739,469

Macy's, JCPenney, Sears, Elder-Beerman, MC Sporting Goods, Chakeres Theatres151.

Valle Vista Mall

TX

Harlingen

Fee


100.0%

Built 1983


50.7
%

651,110

Dillard's, JCPenney, Sears, Big Lots(6), Forever 21152.

Valley Mall

VA

Harrisonburg

Fee


50.0%
(4)
Acquired 1998


82.8
%

506,333

JCPenney, Belk, Target, Books A Million,(8)153.

Virginia Center Commons

VA

Glen Allen (Richmond)

Fee


100.0%

Built 1991


89.3
%

784,830

Macy's, Dillard's Men's, Dillard's Women's, Children's & Home, JCPenney, Sears154.

Walt Whitman Mall

NY

Huntington Station (New York)

Ground Lease (2022)


100.0%

Acquired 1998


95.5
%

1,027,405

Saks Fifth Avenue, Bloomingdale's, Lord & Taylor, Macy's155.

Washington Square

IN

Indianapolis

Fee


100.0%

Built 1974


74.2
%

963,220

Sears, Target, Dick's Sporting Goods, Burlington Coat Factory, Kerasotes Theatres,(11)156.

West Ridge Mall

KS

Topeka

Fee


100.0%

Built 1988


92.3
%

992,403

Macy's, Dillard's, JCPenney, Sears, Burlington Coat Factory157.

West Town Mall

TN

Knoxville

Ground Lease (2042)


50.0%
(4)
Acquired 1991


98.0
%

1,335,164

Belk Women, Dillard's, JCPenney, Belk Men, Home and Kids, Sears, Regal Cinema


19

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants158.

Westchester, The

NY

White Plains (New York)

Fee


40.0%
(4)
Acquired 1997


94.0
%(17)

827,393

Neiman Marcus, Nordstrom159.

Westminster Mall

CA

Westminster (Los Angeles)

Fee


100.0%

Acquired 1998


86.5
%

1,186,978

Macy's, JCPenney, Sears, Target160.

White Oaks Mall

IL

Springfield

Fee


80.7%

Built 1977


81.2
%(17)

919,871

Macy's, Bergner's, Sears, Dick's Sporting Goods,(8)161.

Wolfchase Galleria

TN

Memphis

Fee


94.5%

Acquired 2002


94.4
%

1,152,554

Macy's, Dillard's, JCPenney, Sears, Malco Theatres162.

Woodland Hills Mall

OK

Tulsa

Fee


94.5%

Acquired 2002


98.7
%

1,092,057

Macy's, Dillard's, JCPenney, SearsTotal Regional Mall GLA







160,034,865Premium Outlet Centers1.

Albertville Premium Outlets

MN

Albertville (Minneapolis)

Fee


100.0%

Acquired 2004


92.8
%

429,563

Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Lucky Brand, Nautica, Nike, Old Navy, Polo Ralph Lauren, Tommy Hilfiger, Under Armour2.

Allen Premium Outlets

TX

Allen (Dallas)

Fee


100.0%

Acquired 2004


99.8
%

441,542

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Cole Haan, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Michael Kors, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Tommy
Hilfiger3.

Aurora Farms Premium Outlets

OH

Aurora (Cleveland)

Fee


100.0%

Acquired 2004


93.7
%

300,383

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Liz Claiborne, Michael Kors, Nautica, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger4.

Camarillo Premium Outlets

CA

Camarillo (Los Angeles)

Fee


100.0%

Acquired 2004


98.0
%

673,912

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Diesel, Giorgio Armani, Hugo Boss, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony, Tommy Hilfiger5.

Carlsbad Premium Outlets

CA

Carlsbad (San Diego)

Fee


100.0%

Acquired 2004


99.7
%

288,029

Adidas, Banana Republic, BCBG Max Azria, Calvin Klein, Coach, Crate & Barrel, Gap Outlet, Guess, Lacoste, Michael Kors, Polo Ralph Lauren, Salvatore Ferragamo, Theory, Tommy Hilfiger6.

Carolina Premium Outlets

NC

Smithfield (Raleigh)

Ground Lease (2029)


100.0%

Acquired 2004


99.1
%

438,981

Adidas, Banana Republic, Brooks Brothers, Coach, Gap Outlet, Liz Claiborne, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour7.

Chicago Premium Outlets

IL

Aurora (Chicago)

Fee


100.0%

Built 2004


100.0
%

437,342

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Diesel, Elie Tahari, Gap Outlet, Giorgio Armani, J.Crew, Kate Spade, Lacoste, Michael Kors, Polo Ralph Lauren, Salvatore Ferragamo, Sony,
Theory8.

Cincinnati Premium Outlets

OH

Monroe (Cincinnati)

Fee


100.0%

Built 2009


98.7
%

338,327

Adidas, Banana Republic, Brooks Brothers, Coach, Cole Haan, Columbia Sportswear Company, Gap Outlet, Hanes Brands, J.Crew, Nike, Polo Ralph Lauren, Saks 5th Avenue Off 5th, Tommy Hilfiger, The North Face


20

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants9.

Clinton Crossing Premium Outlets

CT

Clinton (New Haven)

Fee


100.0%

Acquired 2004


98.4
%

276,164

Banana Republic, Brooks Brothers, Calvin Klein, Coach, Cole Haan, Gap Outlet, J.Crew, Liz Claiborne, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Talbots, Tommy Hilfiger10.

Columbia Gorge Premium Outlets

OR

Troutdale (Portland)

Fee


100.0%

Acquired 2004


95.8
%

163,885

Adidas, Calvin Klein, Carter's, Eddie Bauer, Gap Outlet, Guess, Levi's, Liz Claiborne, Tommy Hilfiger11.

Desert Hills Premium Outlets

CA

Cabazon (Palm Springs)

Fee


100.0%

Acquired 2004


99.9
%

501,771

Burberry, Coach, Dior, Elie Tahari, Giorgio Armani, Gucci, Lacoste, Nike, Polo Ralph Lauren, Prada, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Theory, True Religion, Yves Saint Laurent, Zegna12.

Edinburgh Premium Outlets

IN

Edinburgh (Indianapolis)

Fee


100.0%

Acquired 2004


98.0
%

377,784

Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Coldwater Creek, Columbia Sportswear, Gap Outlet, J.Crew, Levi's, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger13.

Folsom Premium Outlets

CA

Folsom (Sacramento)

Fee


100.0%

Acquired 2004


98.8
%

296,035

BCBG Max Azria, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, Nautica, Nike, Saks Fifth Avenue Off 5th, Tommy Hilfiger14.

Gilroy Premium Outlets

CA

Gilroy (San Jose)

Fee


100.0%

Acquired 2004


96.1
%

577,909

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Hugo Boss, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony, Tommy Hilfiger, True Religion15.

Houston Premium Outlets

TX

Houston

Fee


100.0%

Built 2008


99.4
%

425,500

Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Cole Haan, Columbia Sportswear, DKNY, Elie Tahari, Gap Outlet, Juicy Couture, Lucky Brand, Michael Kors, Nike, True Religion, Tommy Hilfiger16.

Jackson Premium Outlets

NJ

Jackson

Fee


100.0%

Acquired 2004


98.9
%

285,833

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, J.Crew, Liz Claiborne, Nike, Polo Ralph Lauren, Reebok, Tommy Hilfiger, Under Armour17.

Jersey Shore Premium Outlets

NJ

Tinton Falls

Fee


100.0%

Built 2008


97.0
%

434,367

Adidas, Ann Taylor, Banana Republic, Burberry, Brooks Brothers, DKNY, Elie Tahari, Guess, J. Crew, Kate Spade, Michael Kors, Theory, Nike, Tommy Hilfiger, True Religion, Under Armour18.

Johnson Creek Premium Outlets

WI

Johnson Creek (Milwaukee)

Fee


100.0%

Acquired 2004


89.4
%

277,672

Adidas, Ann Taylor, Banana Republic, Calvin Klein, Columbia Sportswear, Eddie Bauer, Gap Outlet, Nike, Old Navy, Polo Ralph Lauren, Tommy Hilfiger19.

Kittery Premium Outlets

ME

Kittery

Ground Lease (2014)


100.0%

Acquired 2004


97.4
%

264,771

Adidas, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Movado, Nike, Polo Ralph Lauren, Puma, Reebok, Tommy Hilfiger20.

Las Americas Premium Outlets

CA

San Diego

Fee


100.0%

Acquired 2007


98.3
%

560,873

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, Hugo Boss, J.Crew, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Sony, Tommy Bahama, True Religion


21

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants21.

Las Vegas Outlet Center

NV

Las Vegas

Fee


100.0%

Acquired 2004


100.0
%

469,046

Adidas, Aeropostale, Ann Taylor, Bose, Calvin Klein, Coach, DKNY, Gymboree, Levi's, Liz Claiborne, Nautica, Nike, Reebok, Tommy Hilfiger22.

Las Vegas Premium Outlets

NV

Las Vegas

Fee


100.0%

Built 2003


100.0
%

538,681

A/X Armani Exchange, Ann Taylor, Banana Republic, Burberry, Coach, David Yurman, Diesel, Dolce & Gabbana, Elie Tahari, Etro, Hugo Boss, Lacoste, Nike, Polo Ralph Lauren, Salvatore Ferragamo, Tag Heuer, Ted Baker,
 True Religion23.

Leesburg Corner Premium Outlets

VA

Leesburg (Washington D.C.)

Fee


100.0%

Acquired 2004


97.1
%

517,700

Ann Taylor, Brooks Brothers, Burberry, Coach, Crate & Barrel, Diesel, DKNY, Juicy Couture, Lacoste, Nike, Polo Ralph Lauren, Restoration Hardware, Saks Fifth Avenue Off 5th, Under Armour,
Williams-Sonoma24.

Liberty Village Premium Outlets

NJ

Flemington

Fee


100.0%

Acquired 2004


94.1
%

164,260

Ann Taylor, Brooks Brothers, Calvin Klein, Coach, J.Crew, Liz Claiborne, Michael Kors, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger25.

Lighthouse Place Premium Outlets

IN

Michigan City

Fee


100.0%

Acquired 2004


96.0
%

454,315

Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Coldwater Creek, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Movado, Nike, Polo Ralph Lauren, Tommy Hilfiger26.

Napa Premium Outlets

CA

Napa

Fee


100.0%

Acquired 2004


99.6
%

179,386

Ann Taylor, Banana Republic, BCBG Max Azria, Brooks Brothers, Calvin Klein, Coach, Cole Haan, Gap Outlet, J.Crew, Lucky Brand, Nautica, Tommy Hilfiger27.

North Georgia Premium Outlets

GA

Dawsonville (Atlanta)

Fee


100.0%

Acquired 2004


98.2
%

539,982

Ann Taylor, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Cole Haan, Hugo Boss, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Restoration Hardware, Saks Fifth Avenue Off 5th, Talbots, Tommy Hilfiger,
Williams-Sonoma28.

Orlando Premium Outlets

FL

Orlando

Fee


100.0%

Acquired 2004


100.0
%

549,434

Burberry, Calvin Klein, Coach, Cole Haan, Diesel, Dior, Fendi, Giorgio Armani, Hugo Boss, J. Crew, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Salvatore Ferragamo, Tag Heuer, Theory29.

Osage Beach Premium Outlets

MO

Osage Beach

Fee


100.0%

Acquired 2004


91.6
%

393,051

Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Coldwater Creek, Eddie Bauer, Gap Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger30.

Petaluma Village Premium Outlets

CA

Petaluma (Santa Rosa)

Fee


100.0%

Acquired 2004


96.6
%

195,968

Ann Taylor, Banana Republic, BCBG Max Azria, Brooks Brothers, Coach, Gap Outlet, Nike, Puma, Saks Fifth Avenue Off 5th, Tommy Hilfiger31.

Philadelphia Premium Outlets

PA

Limerick (Philadelphia)

Fee


100.0%

Built 2007


96.9
%

549,106

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Cole Haan, DKNY, Elie Tahari, Gap Outlet, Guess, J.Crew, Michael Kors, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Restoration Hardware,
Sony


22

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants32.

Rio Grande Valley Premium Outlets

TX

Mercedes (McAllen)

Fee


100.0%

Built 2006


96.9
%

584,790

Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Cole Haan, DKNY, Gap Outlet, Guess, Hugo Boss, Loft Outlet, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony, Tommy
Hilfiger33.

Round Rock Premium Outlets

TX

Round Rock (Austin)

Fee


100.0%

Built 2006


98.0
%

488,903

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, Guess, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Theory, Tommy Hilfiger34.

Seattle Premium Outlets

WA

Tulalip (Seattle)

Ground Lease (2034)


100.0%

Built 2005


99.1
%

443,760

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Hugo Boss, J. Crew, Juicy Couture, Michael Kors, Nike, Polo Ralph Lauren, Restoration Hardware, Sony, Tommy Hilfiger35.

St. Augustine Premium Outlets

FL

St. Augustine (Jacksonville)

Fee


100.0%

Acquired 2004


97.0
%

328,557

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Movado, Nike, Polo Ralph Lauren, Reebok, Tommy Bahama, Tommy Hilfiger, Under Armour36.

The Crossings Premium Outlets

PA

Tannersville

Fee and Ground Lease (2019)(7)


100.0%

Acquired 2004


99.3
%

411,114

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Coldwater Creek, Guess, J.Crew, Liz Claiborne, Nike, Polo Ralph Lauren, Reebok, Tommy Hilfiger, Under Armour37.

Vacaville Premium Outlets

CA

Vacaville

Fee


100.0%

Acquired 2004


98.3
%

437,650

Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Cole Haan, Columbia Sportswear, DKNY, Gucci, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Restoration Hardware, Tommy Bahama, Tommy
Hilfiger38.

Waikele Premium Outlets

HI

Waipahu (Honolulu)

Fee


100.0%

Acquired 2004


99.5
%

209,937

A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Guess, Michael Kors,Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, True Religion39.

Waterloo Premium Outlets

NY

Waterloo

Fee


100.0%

Acquired 2004


96.5
%

417,549

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, VF Outlet40.

Woodbury Commons Premium Outlets

NY

Central Valley (New York)

Fee


100.0%

Acquired 2004


100.0
%

844,734

Banana Republic, Burberry, Chanel, Chloe, Coach, Dior, Dolce & Gabbana, Fendi, Giorgio Armani, Gucci, Lacoste, Neiman Marcus Last Call, Nike, Oscar de la Renta, Polo Ralph Lauren, Prada, Saks Fifth Avenue Off
5th, Salvatore Ferragmo, Theory, Tory Burch, Versace, Yves St. Laurent41.

Wrentham Village Premium Outlets

MA

Wrentham (Boston)

Fee


100.0%

Acquired 2004


99.7
%

635,997

Ann Taylor, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Cole Haan, Elie Tahari, Hugo Boss, J. Crew, Lacoste, Movado, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragmo, Sony,
Williams-Sonoma, Theory, Tommy Hilfiger, True Religion, Under ArmourTotal U.S. Premium Outlet Centers GLA







17,144,563


23

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsCommunity/Lifestyle Centers1.

Arboretum at Great Hills

TX

Austin

Fee


100.0%

Acquired 1998


87.4
%

206,827

Barnes & Noble, Pottery Barn2.

Bloomingdale Court

IL

Bloomingdale (Chicago)

Fee


100.0%

Built 1987


96.2
%

630,359

Best Buy, T.J. Maxx N More, Office Max, Old Navy, Wal-Mart, Dick's Sporting Goods, Jo-Ann Fabrics, Picture Show,(8)3.

Brightwood Plaza

IN

Indianapolis

Fee


100.0%

Built 1965


100.0
%

38,4934.

Charles Towne Square

SC

Charleston

Fee


100.0%

Built 1976


100.0
%

71,794

Regal Cinema5.

Chesapeake Center

VA

Chesapeake (Virginia Beach)

Fee


100.0%

Built 1989


96.1
%

305,935

K-Mart, Movies 10, Petsmart, Michaels, Value City Furniture6.

Clay Terrace

IN

Carmel (Indianapolis)

Fee


50.0%
(4)
Built 2004


94.7
%(17)

614,458

Dick's Sporting Goods, Whole Foods, DSW, Bouncertown7.

Cobblestone Court

NY

Victor

Fee


35.7%
(4)(13)
Built 1993


98.8
%

265,477

Dick's Sporting Goods, Kmart, Office Max8.

Countryside Plaza

IL

Countryside (Chicago)

Fee


100.0%

Built 1977


87.7
%

403,756

Best Buy, Home Depot, PetsMart, Jo-Ann Fabrics, Office Depot, Value City Furniture9.

Crystal Court

IL

Crystal Lake (Chicago)

Fee


37.9%
(4)(13)
Built 1989


58.8
%

278,978

(8)10.

Dare Centre

NC

Kill Devil Hills

Ground Lease (2058)


100.0%

Acquired 2004


100.0
%

168,707

Belk, Food Lion11.

DeKalb Plaza

PA

King of Prussia (Philadelphia)

Fee


50.3%
(15)
Acquired 2003


100.0
%

101,742

Changed property name from Dekalb; ACME Grocery,(11)12.

Eastland Convenience Center

IN

Evansville

Ground Lease (2075)


50.0%
(4)
Acquired 1998


96.1
%

175,639

Toys 'R Us, Bed Bath & Beyond, Marshalls,(8)13.

Empire East(1)

SD

Sioux Falls

Fee


50.0%
(4)
Acquired 1998


98.1
%

297,278

Kohl's, Target, Bed Bath & Beyond14.

Fairfax Court

VA

Fairfax (Washington, D.C.)

Fee


41.3%
(4)(13)
Built 1992


85.8
%

254,301

Burlington Coat Factory, Offenbacher's,(8)15.

Forest Plaza

IL

Rockford

Fee


100.0%

Built 1985


93.2
%

428,039

Kohl's, Marshalls, Michaels, Factory Card Outlet, Office Max, Bed Bath & Beyond, Petco, Babies R' Us, Toys R' Us,(8)16.

Gaitway Plaza

FL

Ocala

Fee


32.2%
(4)(13)
Built 1989


100.0
%

208,755

Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed Bath & Beyond17.

Gateway Shopping Center

TX

Austin

Fee


100.0%

2004


89.2
%

513,017

Star Furniture, Best Buy, Recreational Equipment, Inc., Whole Foods, Crate & Barrel, The Container Store, Old Navy, Regal Cinema, Nordstrom Rack,(8)18.

Great Lakes Plaza

OH

Mentor (Cleveland)

Fee


100.0%

Built 1976


89.6
%

164,104

Michael's, Best Buy, HH Gregg,(8)19.

Greenwood Plus

IN

Greenwood (Indianapolis)

Fee


100.0%

Built 1979


100.0
%

155,319

Best Buy, Kohl's20.

Hamilton Town Center

IN

Noblesville (Indianapolis)

Fee


50.0%
(4)
Built 2008


88.5
%

655,490

JCPenney, Borders, Dick's Sporting Goods, Old Navy, Stein Mart, Bed Bath & Beyond, DSW, Hamilton 16 IMAX21.

Henderson Square

PA

King of Prussia (Philadelphia)

Fee


76.0%
(15)
Acquired 2003


96.0
%

107,383

Genuardi's Family Market,(8)22.

Highland Lakes Center

FL

Orlando

Fee


100.0%

Built 1991


75.0
%

492,321

Marshalls, Bed Bath & Beyond, American Signature Furniture, Ross Dress for Less, Burlington Coat Factory,(8)


24

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants23.

Indian River Commons

FL

Vero Beach

Fee


50.0%

Built 1997


100.0
%

255,942

Lowe's, Best Buy, Ross Dress for Less, Bed Bath & Beyond, Michael's24.

Ingram Plaza

TX

San Antonio

Fee


100.0%

Built 1980


100.0
%

111,518

Sheplers, Macy's Home Store25.

Keystone Shoppes

IN

Indianapolis

Ground Lease (2067)


100.0%

Acquired 1997


93.9
%

29,14026.

Lake Plaza

IL

Waukegan (Chicago)

Fee


100.0%

Built 1986


93.6
%

215,568

Home Owners Bargain Outlet,(8)27.

Lake View Plaza

IL

Orland Park (Chicago)

Fee


100.0%

Built 1986


83.8
%

367,843

Factory Card Outlet, Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture,(11)28.

Lakeline Plaza

TX

Cedar Park (Austin)

Fee


100.0%

Built 1998


88.2
%

387,430

T.J. Maxx, Old Navy, Best Buy, Ross Dress for Less, Office Max, PetsMart, Party City, Cost Plus World Market, Toys 'R Us,(8)29.

Lima Center

OH

Lima

Fee


100.0%

Built 1978


88.2
%

236,878

Kohl's, Hobby Lobby, T.J. Maxx30.

Lincoln Crossing

IL

O'Fallon (St. Louis)

Fee


100.0%

Built 1990


95.5
%

243,326

Wal-Mart, PetsMart, The Home Depot31.

Lincoln Plaza

PA

King of Prussia (Philadelphia)

Fee


65.0%
(15)
Acquired 2003


98.6
%

267,965

Burlington Coat Factory, AC Moore, Michaels, T.J. Maxx, Home Goods, HH Gregg(6),(8)32.

MacGregor Village

NC

Cary

Fee


100.0%

Acquired 2004


58.6
%

144,04233.

Mall of Georgia Crossing

GA

Buford (Atlanta)

Fee


100.0%

Built 1999


98.1
%

440,610

Best Buy, American Signature Furniture, T.J. Maxx 'n More, Nordstrom Rack, Staples, Target34.

Markland Plaza

IN

Kokomo

Fee


100.0%

Built 1974


100.0
%

90,527

Best Buy, Bed Bath & Beyond35.

Martinsville Plaza

VA

Martinsville

Ground Lease (2046)


100.0%

Built 1967


97.1
%

102,105

Rose's, Food Lion36.

Matteson Plaza

IL

Matteson (Chicago)

Fee


100.0%

Built 1988


69.7
%

270,892

Dominick's,(8)37.

Muncie Plaza

IN

Muncie

Fee


100.0%

Built 1998


98.6
%

172,621

Kohl's, Target, Shoe Carnival, T.J. Maxx, MC Sporting Goods, Kerasotes Theatres38.

New Castle Plaza

IN

New Castle

Fee


100.0%

Built 1966


72.8
%

91,648

Ace Hardware(6), Aaron's Rents(6)39.

North Ridge Plaza

IL

Joliet (Chicago)

Fee


100.0%

Built 1985


84.3
%

305,070

Hobby Lobby, Office Max, Minnesota Fabrics, Burlington Coat Factory, Ultra Foods Grocery40.

North Ridge Shopping Center

NC

Raleigh

Fee


100.0%

Acquired 2004


95.8
%

166,667

Ace Hardware, Kerr Drugs, Harris-Teeter Grocery41.

Northwood Plaza

IN

Fort Wayne

Fee


100.0%

Built 1974


83.8
%

208,076

Target, Cinema Grill42.

Palms Crossing

TX

McAllen

Fee


100.0%

Built 2007


100.0
%

337,249

Bealls, DSW, Barnes & Noble, Babies 'R Us, Sports Authority, Guitar Center, Cavendar's Boot City, Best Buy43.

Pier Park

FL

Panama City Beach

Fee


100.0%

Built 2008


95.1
%

815,670

Dillard's, JCPenney, Target, Old Navy, Borders, Grand Theatres, Ron Jon Surf Shop44.

Plaza at Buckland Hills, The

CT

Manchester

Fee


41.3%
(4)(13)
Built 1993


62.5
%

334,885

Jo-Ann Fabrics, Party City, Toys 'R Us, Michaels, PetsMart,(11)


25

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants45.

Regency Plaza

MO

St. Charles (St. Louis)

Fee


100.0%

Built 1988


95.5
%

287,473

Wal-Mart, Sam's Wholesale Club, PetSmart46.

Richardson Square

TX

Richardson (Dallas)

Fee


100.0%

Built 2008


100.0
%

517,265

Lowe's, Ross Dress for Less, Sears, Super Target, Anna's Linens47.

Ridgewood Court

MS

Jackson

Fee


35.7%
(4)(13)
Built 1993


99.3
%

369,500

T.J. Maxx, Lifeway Christian Bookstore, Bed Bath & Beyond, Best Buy, Michaels, Marshalls48.

Rockaway Commons

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


90.9
%

149,570

Best Buy, Acme Grocery,(8)49.

Rockaway Town Plaza

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


100.0
%

459,241

Target, PetsMart, Dick's Sporting Goods, AMC Theatres50.

Royal Eagle Plaza

FL

Coral Springs (Miami)

Fee


42.0%
(4)(13)
Built 1989


98.4
%

199,059

Stein Mart,(11)51.

Shops at Arbor Walk, The

TX

Austin

Ground Lease (2056)


100.0%

Built 2006


89.0
%

442,585

Home Depot, Marshall's, DSW, Golf Galaxy, Jo-Ann Fabrics, Ethan Allen52.

Shops at North East Mall, The

TX

Hurst (Dallas)

Fee


100.0%

Built 1999


97.8
%

365,008

Michael's, PetsMart, Old Navy, T.J. Maxx, Bed Bath & Beyond, Best Buy, Barnes & Noble53.

St. Charles Towne Plaza

MD

Waldorf (Washington, D.C.)

Fee


100.0%

Built 1987


75.3
%

394,604

K & G Menswear, CVS, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Big Lots,(8)54.

Teal Plaza

IN

Lafayette

Fee


100.0%

Built 1962


22.4
%

101,087

Pep Boys,(8)55.

Terrace at the Florida Mall

FL

Orlando

Fee


100.0%

Built 1989


80.2
%

346,693

Marshalls, American Signature Furniture, Global Import, Target, Bed Bath & Beyond,(8)56.

Tippecanoe Plaza

IN

Lafayette

Fee


100.0%

Built 1974


100.0
%

90,522

Best Buy, Barnes & Noble57.

University Center

IN

Mishawaka

Fee


100.0%

Built 1980


52.5
%

150,524

Michael's, Best Buy58.

Village Park Plaza

IN

Carmel (Indianapolis)

Fee


35.7%
(4)(13)
Built 1990


98.6
%

549,623

Bed Bath & Beyond, Ashley Furniture HomeStore(16), Kohl's, Wal-Mart, Marsh, Menards, Regal Cinema59.

Washington Plaza

IN

Indianapolis

Fee


100.0%

Built 1976


57.1
%

50,10760.

Waterford Lakes Town Center

FL

Orlando

Fee


100.0%

Built 1999


100.0
%

949,678

Ross Dress for Less, T.J. Maxx, Bed Bath & Beyond, Old Navy, Barnes & Noble, Best Buy, Jo-Ann Fabrics, Office Max, PetsMart, Target, Ashley Furniture HomeStore, L.A. Fitness, Regal Cinema61.

West Ridge Plaza

KS

Topeka

Fee


100.0%

Built 1988


86.6
%

254,519

T.J. Maxx, Toys 'R Us, Target62.

West Town Corners

FL

Altamonte Springs (Orlando)

Fee


32.2%
(4)(13)
Built 1989


96.9
%

385,643

Sports Authority, PetsMart, Winn-Dixie Marketplace, American Signature Furniture, Wal-Mart, Lowes Home Improvement63.

Westland Park Plaza

FL

Orange Park (Jacksonville)

Fee


32.2%
(4)(13)
Built 1989


81.9
%

163,254

Sports Authority, PetsMart, Burlington Coat Factory64.

White Oaks Plaza

IL

Springfield

Fee


100.0%

Built 1986


93.2
%

391,474

T.J. Maxx, Office Max, Kohl's, Babies 'R Us, Country Market65.

Whitehall Mall

PA

Whitehall

Fee


38.0%
(15)(4)
Acquired 2003


92.6
%

588,566

Sears, Kohl's, Bed Bath & Beyond, Borders Books & Music, Gold's Gym, Buy Buy Baby66.

Willow Knolls Court

IL

Peoria

Fee


35.7%
(4)(13)
Built 1990


96.7
%

382,377

Burlington Coat Factory, Kohl's, Sam's Wholesale Club, Willow Knolls 14, Office Max67.

Wolf Ranch Town Center

TX

Georgetown (Austin)

Fee


100.0%

Built 2005


79.8
%

626,457

Kohl's, Target, Michaels, Best Buy, Office Depot, Old Navy, PetsMart, T.J. Maxx, DSWTotal Community/Lifestyle Center GLA


20,348,673


26

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Ownership
Interest
(Expiration if
Lease)(3)Legal
Ownership

Year Built
or
AcquiredOther Properties

State

City (CBSA)

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsProperty Name1.

Crossville Outlet Center

TN

Crossville

Fee


100.0%

Acquired 2004


94.4
%

151,205

Bass, Dressbarn, Kasper, L'eggs Hanes Bali Playtex, Liz Claiborne, Rack Room Shoes, Van Heusen, VF Outlet2.

Factory Merchants Branson

MO

Branson

Ground Lease (2021)


100.0%

Acquired 2004


60.3
%

273,657

Carter's, Crocs, Izod, Jones New York, Pendleton, Reebok, Tuesday Morning3.

Factory Stores of America-Boaz

AL

Boaz

Ground Lease (2027)


100.0%

Acquired 2004


77.5
%

111,636

Bon Worth, Easy Spirit, Rue21, VF Outlet4.

Factory Stores of AmericaGeorgetown

KY

Georgetown

Fee


100.0%

Acquired 2004


95.9
%

173,330

Bass, Dressbarn, Rack Room Shoes, Rue 21, Van Heusen5.

Factory Stores of AmericaGraceville

FL

Graceville

Fee


100.0%

Acquired 2004


100.0
%

84,066

Factory Brand Shoes, Van Heusen, VF Outlet6.

Factory Stores of AmericaLebanon

MO

Lebanon

Fee


100.0%

Acquired 2004


100.0
%

85,930

Dressbarn, Factory Brand Shoes, Van Heusen, VF Outlet7.

Factory Stores of AmericaNebraska City

NE

Nebraska City

Fee


100.0%

Acquired 2004


97.8
%

89,615

Bass, Easy Spirit, Van Heusen, VF Outlet8.

Factory Stores of AmericaStory City

IA

Story City

Fee


100.0%

Acquired 2004


78.6
%

112,510

Dressbarn, Factory Brand Shoes, Van Heusen, VF Outlet9.

Factory Stores of North Bend

WA

North Bend

Fee


100.0%

Acquired 2004


94.7
%

223,611

Adidas, Bass, Carter's, Coach, Eddie Bauer, Gap Outlet, Izod, Nike, Nine West, PacSun, Tommy Hilfiger, Van Heusen, VF Outlet10.

The Shoppes at Branson Meadows

MO

Branson

Ground Lease (2021)


100.0%

Acquired 2004


73.2
%

286,489

Branson Meadows Cinemas, Dressbarn, VF Outlet11.

Highland Mall(1)

TX

Austin

Fee and Ground Lease (2070)


50.0%
(4)
Acquired 1998


51.1
%

1,077,898

Dillard's Men's and Women's, Macy's,(8)12.

Mall at The Source, The

NY

Westbury (New York)

Fee


25.5%
(4)(2)
Built 1997


76.2
%

722,883

Fortunoff Backyard Store(6), Off 5th-Saks Fifth Avenue, Nordstrom Rack, David's Bridal, Golf Galaxy,(8)13.

Nanuet Mall

NY

Nanuet (New York)

Fee


100.0%

Acquired 1998


36.3
%

912,615

Macy's, Sears,(8)14.

Palm Beach Mall

FL

West Palm Beach (Miami)

Fee


100.0%

Built 1967


16.8
%

1,082,909

JCPenney, Sears(16),(8)15.

University Mall

FL

Pensacola

Fee


100.0%

Acquired 1994


0.0
%

709,711

JCPenney, Sears, BelkTotal Other GLA


6,098,065


27

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Ownership
Interest
(Expiration if
Lease)(3)Mills Properties





Legal
Ownership

Year Built
or
AcquiredThe Mills®

State

City (CBSA)

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsProperty Name1.

Arizona Mills

AZ

Tempe (Phoenix)

Fee


25.0%
(4)
Acquired 2007


93.8
%

1,244,726

Marshalls, Last Call Neiman Marcus, Off 5th Saks Fifth Avenue, Burlington Coat Factory, Sears Appliance Outlet, Gameworks, Sports Authority, Ross Dress for Less, JCPenney Outlet, Group USA, Harkins Cinemas, IMAX
Theatre, F.Y.E., Sea Life Center(6)2.

Arundel Mills

MD

Hanover (Baltimore)

Fee


29.6%
(4)
Acquired 2007


99.7
%

1,293,011

Bass Pro Shops, Bed Bath & Beyond, Best Buy, Books-A-Million, Burlington Coat Factory, The Children's Place, Dave & Buster's, F.Y.E., H&M, Medieval Times, Modell's, Neiman Marcus Last Call,
OFF 5TH Saks Fifth Avenue Outlet, Off Broadway Shoe Warehouse, Old Navy, T.J. MAXX, Cinemark Egyptian 24 Theatres3.

Colorado Mills

CO

Lakewood (Denver)

Fee


18.8%
(4)(2)
Acquired 2007


83.1
%

1,098,098

Borders Books Music Café, Eddie Bauer Outlet, Last Call Clearance Center from Neiman Marcus, Off Broadway Shoe Warehouse, OFF 5TH Saks Fifth Avenue Outlet, Sports Authority, Super Target, United Artists
Theatre4.

Concord Mills

NC

Concord (Charlotte)

Fee


29.6%
(4)(2)
Acquired 2007


99.3
%

1,333,923

Bass Pro Shops Outdoor World, Books-A-Million, Burlington Coat Factory, Off 5th Saks Fifth Avenue, FYE, The Children's Place Outlet, Dave & Buster's, NIKE, TJ Maxx, Group USA, Sun & Ski, AC Moore,
Off Broadway Shoes, Old Navy, Bed Bath & Beyond, NASCAR Speedpark, AMC Theatres, Best Buy(6)5.

Discover Mills

GA

Lawrenceville (Atlanta)

Fee


25.0%
(4)(2)
Acquired 2007


94.5
%

1,183,079

Bass Pro Shops, Books-A-Million, Burlington Coat Factory, Neiman Marcus Last Call, Medieval Times, Off 5th Saks Fifth Avenue Outlet, Off Broadway Shoe Warehouse, ROSS Dress for Less, Sears Appliance Outlet,
Sun & Ski Sports, Urban Behavior, Spaha Skatepark, Dave & Buster's, AMC Theatres6.

Franklin Mills

PA

Philadelphia

Fee


50.0%
(4)
Acquired 2007


87.0
%

1,719,292

Dave & Buster's, JC Penney Outlet Store, Burlington Coat Factory, Marshalls HomeGoods, Modell's Sporting Goods, Group USA, Bed Bath & Beyond, Sam Ash Music, Off 5th Saks Fifth Avenue, Last Call
Neiman Marcus, Off Broadway Shores, Sears Appliance Outlet, H&M, Spaha Skatepark, AMC Theatres7.

Grapevine Mills

TX

Grapevine (Dallas)

Fee


29.6%
(4)
Acquired 2007


96.3
%

1,776,870

Bed, Bath & Beyond, Books-A-Million, Burlington Coat Factory, The Children's Place, Forever 21, Group USAThe Clothing Co. JCPenney Outlet, Marshalls, NIKE, OFF 5th Saks Fifth Avenue, Old Navy,
Virgin Megastore, Gameworks, AMC Theatres, Dr. Pepper Star Center, Sun & Ski Sports, Last Call Neiman Marcus, Sears Appliance Outlet, Bass Pro Outdoor World, Spaha Skatepark, Off Broadway Shoes(6)8.

Great Mall

CA

Milpitas (San Jose)

Fee


24.5%
(4)(2)
Acquired 2007


94.9
%

1,355,734

Last Call Neiman Marcus, Sports Authority, Group USA, Old Navy, Kohl's, Dave & Busters, H&M, Sears Appliance Outlet, Burlington Coat Factory, Marshalls, Off 5th Saks Fifth Avenue, NIKE, Century Theatres,
 Bed Bath & Beyond, XXI Forever9.

Gurnee Mills

IL

Gurnee (Chicago)

Fee


50.0%
(4)
Acquired 2007


95.7
%

1,810,682

Bass Pro Shops Outdoor World, Bed Bath & Beyond, Burlington Coat Factory, H & M, Kohl's, Marshall's Home Goods, Off 5thSaks Fifth Avenue Outlet, Nickles & Dimes, Sears Grand, The Sports
Authority, TJ Maxx, VF Outlet, Marcus Cinemas, Last Call Neiman Marcus, Value City Furniture


28

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants10.

Katy Mills

TX

Katy (Houston)

Fee


31.3%
(4)(2)
Acquired 2007


89.9
%

1,554,899

Bass Pro Shops Outdoor World, Bed Bath and Beyond, Books-A-Million, Burlington Coat Factory, F.Y.E.-For Your Entertainment, Marshalls, Neiman Marcus Last Call Clearance Center, Nike Factory Store, Off 5th Saks Fifth
Avenue Outlet, Sun & Ski Sports, AMC Theatres, Old Navy, Off Broadway Shoes, XXI Forever11.

Ontario Mills

CA

Ontario

Fee


25.0%
(4)
Acquired 2007


93.2
%

1,476,974

Burlington Coat Factory, Totally for Kids, NIKE, Gameworks, The Children's Place Outlet, Marshalls, JCPenney Outlet, Off 5th Saks Fifth Avenue Outlet, Bed Bath & Beyond, Nordstrom Rack, Dave &
Busters, Group USA, Sam Ash Music, Off Broadway Shoes, AMC Theatres, H&M, F.Y.E., Second Spin12.

Opry Mills

TN

Nashville

Fee


24.5%
(4)(2)
Acquired 2007


97.6
%

1,159,314

Bass Pro Shops Outdoor World, Dave & Buster's, The Gibson Showcase, Bed Bath & Beyond, Off 5th Saks Fifth Avenue Outlet, Barnes & Noble, Old Navy, Off Broadway Shoe Warehouse, Nike Factory
Store, Sun & Ski Sports, BLACKLION, Regal Cinemas, XXI Forever, VF Outlet13.

Potomac Mills

VA

Prince William (Washington, D.C.)

Fee


50.0%
(4)
Acquired 2007


98.1
%

1,550,514

Group USA, Marshall's, TJ Maxx, Sears Appliance Outlet, Old Navy, JCPenney Outlet, Urban Behavior, Burlington Coat Factory, Off Broadway Shoe Warehouse, Nordstrom Rack, Off 5th Saks Fifth Avenue Outlet, Costco
Warehouse, The Children's Place, AMC Theatres, Modell's Sporting Goods, Books-A-Million, H&M, Last Call Neiman Marcus, XXI Forever14.

Sawgrass Mills

FL

Sunrise (Miami)

Fee


50.0%
(4)
Acquired 2007


99.8
%

2,251,047

American Signature Home, Beall's Outlet, Bed Bath & Beyond, Brandsmart USA, Burlington Coat Factory, Gameworks, JCPenney Outlet Store, Marshalls, Neiman Marcus Last Call Clearance Center, Nike Factory Store,
Nordstrom Rack, Off 5th Saks Fifth Avenue Outlet, Ron Jon Surf Shop, The Sports Authority, Super Target, TJ Maxx, VF Factory Outlet, Wannado City, FYE, Off Broadway Shoes, Regal Cinemas, GAP Outlet, Books-A-Million15.

St. Louis Mills

MO

Hazelwood (St. Louis)

Fee


25.0%
(4)(2)
Acquired 2007


80.8
%

1,174,876

Bed Bath & Beyond, Books-A-Million, Burlington Coat Factory, Cabela's, iceZONE, Marshalls MegaStore, NASCAR SpeedPark, Off Broadway Shoe Warehouse, Sears Appliance Outlet, The Children's Place Outlet, Regal
Cinemas, Plan 9 Skatepark16.

The Block at Orange

CA

Orange (Los Angeles)

Fee


25.0%
(4)
Acquired 2007


92.1
%

720,973

Dave & Buster's, Vans Skatepark, Lucky Strike Lanes, Borders Books & Music, Hilo Hattie, Off 5th Saks Fifth Avenue, AMC Theatres, Nike Factory Store, Last Call Neiman Marcus, Off Broadway Shoes,
H&M(6)Subtotal The Mills®


22,704,012


29

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsMills Regional Malls17.

Briarwood Mall

MI

Ann Arbor

Fee


25.0%
(4)
Acquired 2007


95.5
%

970,429

Macy's, JCPenney, Sears, Von Maur18.

Del Amo Fashion Center

CA

Torrance (Los Angeles)

Fee


25.0%
(4)(2)
Acquired 2007


89.6
%(17)

2,381,128

Macy's, Macy's, Macy's Home & Furnishings, JCPenney, Sears, Marshalls, T.J. Maxx, Barnes & Noble, JoAnn Fabrics, Crate & Barrel, L.A. Fitness, Burlington Coat Factory, AMC Theatres19.

Dover Mall

DE

Dover

Fee


34.1%
(4)
Acquired 2007


94.6
%

885,622

Macy's, JCPenney, Boscov's, Sears, Carmike Cinemas20.

Esplanade, The

LA

Kenner (New Orleans)

Fee


50.0%
(4)
Acquired 2007


83.9
%

899,407

Dillard's, Dillard's Men's, Macy's,(11)21.

Falls, The

FL

Miami

Fee


25.0%
(4)
Acquired 2007


93.3
%

807,255

Bloomingdale's, Macy's, Regal Cinema22.

Galleria at White Plains, The

NY

White Plains (New York)

Fee


50.0%
(4)
Acquired 2007


79.0
%

863,293

Macy's, Sears, H&M23.

Hilltop Mall

CA

Richmond (San Francisco)

Fee


25.0%
(4)
Acquired 2007


75.8
%

1,077,326

JCPenney, Sears, Macy's, Wal-Mart, 24 Hour Fitness24.

Lakeforest Mall

MD

Gaithersburg (Washington, D.C.)

Fee


25.0%
(4)
Acquired 2007


84.5
%

1,045,387

Macy's, Lord & Taylor, JCPenney, Sears, H&M25.

Mall at Tuttle Crossing, The

OH

Dublin (Columbus)

Fee


25.0%
(4)
Acquired 2007


97.4
%

1,107,706

Macy's, Macy's, Sears, JCPenney26.

Marley Station

MD

Glen Burnie (Baltimore)

Fee


25.0%
(4)
Acquired 2007


82.1
%

1,069,106

Macy's, JCPenney, Sears, The Movies at Marley Station, Gold's Gym,(11)27.

Meadowood Mall

NV

Reno

Fee


25.0%
(4)
Acquired 2007


89.1
%(17)

876,391

Macy's Men's, Macy's, Sears, JCPenney, Sports Authority28.

Northpark Mall

MS

Ridgeland

Fee


50.0%
(4)
Acquired 2007


97.2
%

955,735

Dillard's, JCPenney, Belk, Regal Cinema29.

Shops at Riverside, The

NJ

Hackensack (New York)

Fee


50.0%
(4)
Acquired 2007


86.8
%

762,197

Bloomingdale's, Saks Fifth Avenue, Barnes & Noble, Pottery Barn30.

Southdale Center

MN

Edina (Minneapolis)

Fee


50.0%
(4)
Acquired 2007


91.0
%(17)

1,338,840

Macy's, JCPenney, Marshall's, AMC Theatres,(8)31.

Southridge Mall

WI

Greendale (Milwaukee)

Fee


50.0%
(4)
Acquired 2007


90.5
%

1,211,830

JC Penney, Sears, Kohl's, Boston Store, Cost Plus World Market,(8)32.

Stoneridge Shopping Center

CA

Pleasanton (San Francisco)

Fee


25.0%
(4)
Acquired 2007


97.1
%

1,301,273

Macy's Women's, Macy's Men's, Nordstrom, Sears, JCPenney, H&MSubtotal Mills Regional Malls


17,552,925


30

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsMills Community Centers33.

Arundel Mills Marketplace

MD

Hanover (Baltimore)

Fee


29.6%
(4)
Acquired 2007


100.0
%

101,613

Michael's, Staples, HH Gregg(6)34.

Concord Mills Marketplace

NC

Concord (Charlotte)

Fee


50.0%
(4)
Acquired 2007


100.0
%

230,683

BJ's Wholesale Club, Garden Ridge35.

Denver West Village

CO

Lakewood

Fee


18.8%
(4)
Acquired 2007


98.5
%

310,160

Barnes & Noble, Bed Bath & Beyond, Office Max, Whole Foods, DSW, Ultimate Electronics, Christy Sports, United Artists36.

Liberty Plaza

PA

Philadelphia

Fee


50.0%
(4)
Acquired 2007


99.0
%

371,618

Wal-Mart, Dick's Sporting Goods, Raymour & Flanigan, Pathmark Food MarketSubtotal Mills Community Centers


1,014,074Total Mills Properties







41,271,011Total U.S. Properties GLA


244,897,177


31

---



Table of Contents

FOOTNOTES:

---

Arsenal Mall107,188 sq. ft.

Northshore Mall12,367 sq. ft.Century III Mall30,032 sq. ft.

Oak Court Mall126,583 sq. ft.Coconut Point1,325 sq. ft.

Oxford Valley Mall110,324 sq. ft.Clay Terrace110,754 sq. ft.

Plaza Carolina28,436 sq. ft.The Domain92,954 sq. ft.

River Oaks Center116,912 sq. ft.Copley Place867,601 sq. ft.

Rolling Oaks Mall6,383 sq. ft.Fashion Centre at Pentagon City, The169,089 sq. ft.

Roosevelt Field1,610 sq. ft.Firewheel Town Center74,999 sq. ft.

South Hills Village4,361 sq. ft.Great Lakes Mall2,051 sq. ft.

Stanford Shopping Center5,748 sq. ft.Greendale Mall119,860 sq. ft.

The Westchester820 sq. ft.Gwinnett Place32,603 sq. ft.

White Oaks Mall7,807 sq. ft.King of Prussia Mall13,100 sq. ft.

Del Amo Fashion Center114,413 sq. ft.Knoxville Center1,455 sq. ft.

Meadowood Mall6,013 sq. ft.Lehigh Valley Mall11,754 sq. ft.

Southdale Center20,295 sq. ft.Menlo Park Mall52,424 sq. ft.


32

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Table of Contents

International Properties

Our ownership interests in properties outside the United States are primarily owned through joint venture arrangements. However, we
have a direct minority investment in Liberty International, PLC, or Liberty, as further described below.



The following summarizes our joint venture investments in Europe and the underlying countries in which these joint ventures own and
operate real estate properties as of December 31, 2009:

Joint Venture Investment

Ownership
Interest

Properties
open and
operating

Countries of
OperationGallerie Commerciali Italia, S.p.A., or GCI


49.0
%

44

ItalySimon Ivanhoe


50.0
%

7

France, Poland


In
addition, we jointly hold with a third party an interest in one parcel of land for development near Paris, France outside of these two joint ventures. Simon Ivanhoe and GCI are fully
integrated European retail real estate developers, owners and managers.

Our
properties in Europe consist primarily of hypermarket-anchored shopping centers. Substantially all of our European properties are anchored by either the hypermarket retailer Auchan,
primarily in Italy, who is also our partner in GCI, or are anchored by the hypermarket Carrefour in France and Poland. Certain of the properties in Italy are subject to leaseholds whereby GCI leases
all or a portion of the premises from a third party who is entitled to receive substantially all the economic benefits of that portion of the properties. Auchan and Carrefour
are the two largest hypermarket operators in Europe. These centers comprise over 13.4 million square feet of GLA and were 95.9% leased as of December 31, 2009.

On
February 4, 2010, we and our partner in Simon Ivanhoe, Ivanhoe Cambridge Inc., or Ivanhoe Cambridge, entered into a definitive agreement to sell all of the interests in
Simon Ivanhoe which owns seven shopping centers located in France and Poland to Unibail-Rodamco. The joint venture partners will receive consideration of €715 million for their
interests, subject to certain post-closing adjustments. We expect our share of the gain on sale of our interests in Simon Ivanhoe to be approximately $300 million. The transaction
is scheduled to close during the first half of 2010, subject to customary closing conditions and regulatory approvals.

We
and Ivanhoe Cambridge have the right to participate with Unibail-Rodamco in the potential development of up to five new retail projects in the Simon Ivanhoe pipeline, subject to
customary approval rights. We will own a 25% interest in any of these projects in which we agree to participate.



We also hold real estate interests in eight joint venture properties in Japan, one joint venture property in Mexico, and one joint
venture property in Korea. The eight Japanese Premium Outlet Centers operate in various cities throughout Japan and are held in a joint venture with Mitsubishi Estate Co., Ltd. These
centers comprise over 2.4 million square feet of GLA and were 99.6% leased as of December 31, 2009.

The
following summarizes our holdings in these international joint ventures and the underlying countries in which these joint ventures own and operate real estate properties as of
December 31, 2009:

Holdings

Ownership
Interest

Properties
open and
operating

Countries of OperationChelsea Japan Co. Ltd.


40.0
%

8

JapanPremium Outlets Punta Norte (Mexico City)


50.0
%

1

MexicoYeoju Premium Outlets (Seoul)


50.0
%

1

South Korea


In
2009, we completed construction and opened Ami Premium Outlets, a 224,500 square foot center located outside Tokyo, Japan. We have a 40% interest in this property consistent with the
ownership structure of our other Japanese investments. We also completed construction and opened a 171,800 square foot expansion at Kobe-Sanda

33

---



Table of Contents

Premium
Outlets in Hyougo-ken, Japan. Also in December 2009, we recognized a loss on our joint venture interests in our shopping centers in China. We sold our interests to affiliates of
our Chinese partner for approximately $29 million, resulting in a loss of approximately $20 million.

We
hold a minority interest in Liberty which is a U.K. Real Estate Investment Trust that operates regional shopping centers and owns other prime retail assets throughout the U.K.
Liberty is a U.K. FTSE 100 listed company, with shareholders' funds of £3.2 billion and property investments of £6.1 billion, of which its U.K. regional
shopping centers comprise 70%. Assets of the group under control by or joint control with Liberty amount to £9.3 billion. Our interest in Liberty is less than 6% of its outstanding
shares. We adjust the carrying value of this investment quarterly using quoted market prices, including a related foreign exchange component.

The
following property table summarizes certain data for our properties located in Europe, Japan, Mexico, and Korea at December 31, 2009.

34

---





Table of Contents

Simon Property Group, L.P. and Subsidiaries
International Property Table

COUNTRY/Property Name

City (Metropolitan area)

Ownership
Interest

SPG
Effective
Ownership

Year
Built

Total Gross
Leasable Area

Retail Anchors and
Major TenantsFRANCE1.

Bay 2

Torcy (Paris)

Fee


50.0
%
2003


576,800

Carrefour, Leroy Merlin2.

Bay 1

Torcy (Paris)

Fee


50.0
%
2004


348,900

Conforama, Go Sport3.

Bel'Est

Bagnolet (Paris)

Fee


17.5
%
1992


173,100

Auchan4.

Villabé A6

Villabé (Paris)

Fee


7.5
%
1992


284,300

Carrefour5.

Wasquehal

Wasquehal (Lille)

Fee


50.0
%
2006


254,700

CarrefourSubtotal France











1,637,800ITALY6.

Ancona  Senigallia

Senigallia (Ancona)

Fee


49.0
%
1995


82,800

Cityper7.

Ascoli Piceno  Grottammare

Grottammare (Ascoli Piceno)

Fee


49.0
%
1995


94,800

Cityper8.

Ascoli Piceno  Porto Sant'Elpidio

Porto Sant'Elpidio (Ascoli Piceno)

Fee


49.0
%
1999


162,300

Cityper9.

Bari  Casamassima

Casamassima (Bari)

Fee


49.0
%
1995


547,800

Auchan, Coin, Eldo, Bata, Leroy Merlin, Decathlon10.

Bari  Modugno

Modugno (Bari)

Fee


49.0
%
2004


143,500

Auchan, euronics, Decathlon11.

Brescia  Mazzano

Mazzano (Brescia)

Fee / Leasehold (2)


49.0
%(2)
1994


230,700

Auchan, Bricocenter12.

Brindisi-Mesagne

Mesagne (Brindisi)

Fee


49.0
%
2003


228,600

Auchan, Leroy Merlin, Piazza Italia, Euronics13.

Cagliari  Santa Gilla

Cagliari

Fee / Leasehold (2)


49.0
%(2)
1992


190,700

Auchan, Bricocenter14.

Catania  La Rena

Catania

Fee


49.0
%
1998


146,200

Auchan15.

Cinisello

Cinisello (Milano)

Fee


49.0
%
2007


375,600

Auchan, Darty, Scarpe & Scarpe, H&M, Piazza Italia, Conbipel16.

Cuneo

Cuneo (Torino)

Fee


49.0
%
2004


282,200

Auchan, Bricocenter, Decathlon, Euronics17.

Giugliano

Giugliano (Napoli)

Fee


49.0
%(5)
2006


754,500

Auchan, Leroy Merlin, Decathlon, Conbipel, Scarpe & Scarpe, Euronics, Eldo18.

Milano  Rescaldina

Rescaldina (Milano)

Fee


49.0
%
2000


377,100

Auchan, Bricocenter, Decathlon, Media World19.

Milano  Vimodrone

Vimodrone (Milano)

Fee


49.0
%
1989


190,600

Auchan, Bricocenter20.

Napoli  Pompei

Pompei (Napoli)

Fee


49.0
%
1990


91,400

Auchan21.

Nola  Volcano Buono

Nola (Napoli)

Fee


22.1
%
2007


876,000

Auchan, Coin, Holiday Inn, Media World, Piazza Italia, H&M, Cisalfa, Zara22.

Padova

Padova

Fee


49.0
%
1989


105,800

Auchan23.

Palermo

Palermo

Fee


49.0
%
1990


82,900

Auchan24.

Pesaro  Fano

Fano (Pesaro)

Fee


49.0
%
1994


112,300

Auchan25.

Pescara

Pescara

Fee


49.0
%
1998


161,500

Auchan, Euronics26.

Pescara  Cepagatti

Cepagatti (Pescara)

Fee


49.0
%
2001


269,800

Auchan, Bata27.

Piacenza  San Rocco al Porto

San Rocco al Porto (Piacenza)

Fee


49.0
%
1992


179,200

Auchan, Darty28.

Porta Di Roma

Roma

Fee


19.6
%
2007


1,255,400

Auchan, Leroy Merlin, UGC Theatres, Ikea, Media World, Decathlon, H&M, Zara29.

Roma  Collatina

Collatina (Roma)

Fee


49.0
%
1999


63,600

Auchan30.

Sassari  Predda Niedda

Predda Niedda (Sassari)

Fee / Leasehold (2)


49.0
%(2)
1990


233,700

Auchan, Bricocenter, Media World31.

Taranto

Taranto

Fee


49.0
%
1997


201,700

Auchan, Bricocenter32.

Torino

Torino

Fee


49.0
%
1989


171,800

Auchan33.

Torino  Venaria

Venaria (Torino)

Fee


49.0
%
1982


165,600

Auchan, Bricocenter34.

Venezia  Mestre

Mestre (Venezia)

Fee


49.0
%
1995


246,700

Auchan


35

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries
International Property Table

COUNTRY/Property Name

City (Metropolitan area)

Ownership
Interest

SPG
Effective
Ownership

Year
Built

Total Gross
Leasable Area

Retail Anchors and
Major TenantsITALY (continued)35.

Vicenza

Vicenza

Fee


49.0
%
1995


98,500

Auchan36.

Ancona

Ancona

Leasehold (3)


49.0
%(3)
1993


165,200

Auchan37.

Bergamo

Bergamo

Leasehold (3)


49.0
%(3)
1976


119,900

Auchan38.

Brescia  Concesio

Concesio (Brescia)

Leasehold (3)


49.0
%(3)
1972


117,500

Auchan, Bata39.

Cagliari  Marconi

Cagliari

Leasehold (3)


49.0
%(3)
1994


193,400

Auchan, Bricocenter, Bata40.

Catania  Misterbianco

Misterbianco (Catania)

Leasehold (3)


49.0
%(3)
1989


99,300

Auchan41.

Merate  Lecco

Merate (Lecco)

Leasehold (3)


49.0
%(3)
1976


162,000

Auchan, Bricocenter42.

Milano  Cesano Boscone

Cesano Boscone (Milano)

Leasehold (3)


49.0
%(3)
2005


283,900

Auchan, Darty43.

Milano  Nerviano

Nerviano (Milano)

Leasehold (3)


49.0
%(3)
1991


111,600

Auchan44.

Monza

Monza

Leasehold (3)


49.0
%(3)
2008


211,700

Auchan, H&M45.

Napoli  Mugnano di Napoli

Mugnano di Napoli

Leasehold (3)


49.0
%(3)
1992


192,900

Auchan, Bricocenter46.

Olbia

Olbia

Leasehold (3)


49.0
%(3)
1993


207,600

Auchan, Zara47.

Roma  Casalbertone

Roma

Leasehold (3)


49.0
%(3)
1998


147,600

Auchan48.

Torino  Rivoli

Rivoli (Torino)

Leasehold (3)


49.0
%(3)
1986


94,100

Auchan49.

Verona  Bussolengo

Bussolengo (Verona)

Leasehold (3)


49.0
%(3)
1975


164,600

Auchan, BricocenterSubtotal Italy











10,394,600POLAND50.

Arkadia Shopping Center

Warsaw

Fee


50.0
%
2004


1,103,000

Carrefour, Leroy Merlin, Media, Saturn, Cinema City, H & M, Zara, Royal Collection, Peek & Clopperburg51.

Wilenska Station Shopping Center

Warsaw

Fee


50.0
%
2002


308,600

CarrefourSubtotal Poland











1,411,600JAPAN52.

Ami Premium Outlets

Ami (Tokyo)

Fee


40.0
%
2009


224,500

Brooks Brothers, Coach, Cole Haan, Diesel, Gap, OshKosh B'Gosh, Tommy Hilfiger53.

Gotemba Premium Outlets

Gotemba City (Tokyo)

Fee


40.0
%
2000


481,900

Bally, Coach, Diesel, Gap, Gucci, Jill Stuart, L.L. Bean, Nike, Tod's54.

Kobe-Sanda Premium Outlets

Hyougo-ken (Osaka)

Ground Lease (2026)


40.0
%
2007


365,300

BCBG, Bose, Coach, Cole Haan, Lego, Nike, Petit Bateau, Max Azria, Theory55.

Rinku Premium Outlets

Izumisano (Osaka)

Ground Lease (2020)


40.0
%
2000


322,800

Bally, Brooks Brothers, Coach, Eddie Bauer, Gap, Nautica, Nike, Timberland, Versace56.

Sano Premium Outlets

Sano (Tokyo)

Ground Lease (2022)


40.0
%
2003


390,700

Bally, Brooks Brothers, Coach, Nautica, New Yorker, Nine West, Timberland57.

Sendai-Izumi Premium Outlets

Izumi Park Town (Sendai)

Ground Lease (2027)


40.0
%
2008


164,200

Levi's, Miss Sixty, OshKosh B'Gosh, Pleats Please Issey Miyake, St. John, T-Fal, Tasaki, United Arrows, PLS+T, Ray Ban58.

Toki Premium Outlets

Toki (Nagoya)

Ground Lease (2024)


40.0
%
2005


231,900

Adidas, Brooks Brothers, Bruno Magli, Coach, Eddie Bauer, Furla, Nautica, Nike, Timberland, Versace59.

Tosu Premium Outlets

Fukuoka (Kyushu)

Ground Lease (2023)


40.0
%
2004


239,800

BCBG, Bose, Coach, Cole Haan, Lego, Nike, Petit Bateau, Max Azria, TheorySubtotal Japan











2,421,100


36

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Table of Contents

Simon Property Group, L.P. and Subsidiaries
International Property Table

COUNTRY/Property Name

City (Metropolitan area)

Ownership
Interest

SPG
Effective
Ownership

Year
Built

Total Gross
Leasable Area

Retail Anchors and
Major TenantsMEXICO60.

Punta Norte Premium Outlets

Mexico City

Fee


50.0
%
2004


244,200

Christian Dior, Sony, Nautica, Levi's, Nike Rockport, Reebok, Adidas, SamsoniteSubtotal Mexico











244,200SOUTH KOREA61.

Yeoju Premium Outlets

Yeoju

Fee


50.0
%
2007


249,900

Armani, Burberry, Dunhill, Ermenegildo Zegna, Salvatore FerragamoSubtotal South Korea











249,900TOTAL INTERNATIONAL ASSETS











16,359,200


FOOTNOTES:



37

---







Table of Contents



We have direct or indirect ownership interests in approximately 700 acres of land held in the United States for future development.



Due to the size of our portfolio, we focus on energy efficiency as a core sustainability strategy. Through the continued use of energy
conservation practices, energy efficiency projects, and continuous monitoring and reporting, we have reduced our energy consumption at comparable properties every year since 2003. As a result,
excluding new developments and expansions, we reduced the electricity usage over which we have direct control by 238 million kWhs since 2003. This represents a 17% percent reduction in
electricity usage across a portfolio of comparable properties and reflects an annual value of over $27.5 million in avoided operating
costs. Our documented reduction in greenhouse gas emissions resulting from our energy management efforts is 140,000 metric tons CO2e.

Simon
Property was awardedNAREIT's Leader in the Light Awardfor the fifth year in a row and is the only company to have achieved the
Leader in the Light distinction every single year since NAREIT launched the program in 2005. Simon Property was also included in the 2009 Carbon Disclosure Project's Global 500 Carbon Disclosure
Leadership Index. The 2009 Carbon Disclosure Leadership Index highlights 50 companies worldwide that have displayed the most professional approach to corporate governance with respect to climate
change disclosure practices. Simon Property was the only real estate company to be recognized.



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

38

---





Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIESAs of December 31, 2009
(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual Debt
Service

Maturity
DateConsolidated Indebtedness:Secured Indebtedness:Simon Property Group, LP:Anderson Mall


6.20%

$
27,270

$
2,216


10/10/12Arsenal Mall HCHP Office


8.20%


973


202


05/05/16Bangor Mall


6.15%


80,000


4,918
(2)

10/01/17Battlefield Mall


4.60%


92,750


6,154


07/01/13Bloomingdale Court


8.15%


26,573


2,376


11/01/15Brunswick Square


5.65%


82,244


5,957


08/11/14Carolina Premium Outlets  Smithfield


9.10%


19,386
(6)

2,114


03/10/13
(25)Century III Mall


6.20%


80,498
(9)

6,541


10/10/12Chesapeake Square


5.84%


69,849


5,162


08/01/14Copley Place


0.88%
(1)

200,000


1,762
(2)

08/01/10
(3)Coral Square


8.00%


81,667


8,065


10/01/10The Crossings Premium Outlets


5.85%


52,505


4,649


03/13/13Crossroads Mall


6.20%


40,617


3,285


10/10/12Crystal River


7.63%


14,676


1,385


11/11/10
(25)Dare Centre


9.10%


1,614
(6)

176


03/10/13
(25)DeKalb Plaza


5.28%


2,946


233


01/01/15Desoto Square


5.89%


63,799


4,561


07/01/14The Factory Shoppes at Branson Meadows


9.10%


9,016
(6)

983


03/10/13
(25)Factory Stores of America


9.10%


15,579
(6)

1,699


03/10/13
(25)Forest Mall


6.20%


16,190
(10)

1,316


10/10/12Forest Plaza


7.50%


18,957


1,685


10/10/19Forum Shops at Caesars, The


4.78%


515,335


34,564


12/01/10Gateway Shopping Center


5.89%


87,000


5,124
(2)

10/01/11Greenwood Park Mall


8.00%


79,756
(37)

7,044


08/01/16Gwinnett Place


5.68%


115,000


6,532
(2)

06/08/12Henderson Square


6.94%


14,367


1,270


07/01/11Highland Lakes Center


6.20%


14,924
(9)

1,213


10/10/12Independence Center


5.94%


200,000


11,886
(2)

07/10/17Ingram Park Mall


6.99%


75,884
(20)

6,724


08/11/11Kittery Premium Outlets


5.39%
(11)

43,556
(7)

2,347
(2)

07/10/13
(3)Knoxville Center


6.99%


57,464
(20)

5,092


08/11/11Lake View Plaza


8.00%


16,000


1,409


01/01/15Lakeline Plaza


7.50%


17,759


1,578


10/10/19Las Americas Premium Outlets


5.84%


180,000


10,511
(2)

06/11/16Lighthouse Place Premium Outlets


5.39%
(11)

88,623
(7)

4,775
(2)

07/10/13
(3)Longview Mall


6.20%


30,300
(9)

2,462


10/10/12MacGregor Village


9.10%


6,492
(6)

708


03/10/13
(25)Mall of Georgia


7.09%


181,606
(32)

16,649


07/01/10Markland Mall


6.20%


21,437
(10)

1,742


10/10/12Midland Park Mall


6.20%


31,295
(10)

2,543


10/10/12Montgomery Mall


5.17%


87,806


6,307


05/11/14
(25)Muncie Plaza


7.50%


7,383


656


10/10/19Northfield Square


6.05%


28,344


2,485


02/11/14Northlake Mall


6.99%


66,290
(20)

5,874


08/11/11North Ridge Shopping Center


9.10%


7,929
(6)

865


03/10/13
(25)Oxford Valley Mall


6.76%


71,975


7,801


01/10/11


39

---



Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIESAs of December 31, 2009
(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual Debt
Service

Maturity
DatePalm Beach Mall


6.20%


50,725


4,068


10/10/12Penn Square Mall


7.75%


99,422


8,597


04/01/16Philadelphia Premium Outlets


4.19%
(11)

190,000


7,969
(2)

07/30/14
(3)Plaza Carolina  Fixed


7.50%


89,524


7,552


06/01/14Plaza Carolina  Variable Swapped


7.63%
(11)

99,050


8,498


06/01/14Port Charlotte Town Center


7.98%


50,423


4,680


12/11/10
(25)Regency Plaza


5.50%
(24)

4,000
(4)

273


12/14/14
(3)Richmond Towne Square


6.20%


43,957
(10)

3,572


10/10/12SB Boardman Plaza Holdings


5.94%


22,916


1,682


07/01/14SB Trolley Square Holding


9.03%


27,453


2,880


08/01/10Secured Term Loan


0.93%
(1)

735,000


6,842
(2)

03/05/12
(3)South Park Mall


8.00%


197,463
(37)

17,434


08/01/16St. Charles Towne Plaza


5.50%
(24)

26,000
(4)

1,772


12/14/14
(3)Stanford Shopping Center


2.38%
(1)

240,000


5,714
(2)

07/01/13
(3)Summit Mall


5.42%


65,000


3,526
(2)

06/10/17Sunland Park Mall


8.63%
(13)

32,835


3,773


01/01/26Tacoma Mall


7.00%


120,426


10,778


10/01/11Texas Lifestyle Centers Secured Loan


3.85%
(5)

260,000
(8)

10,009
(2)

09/23/13
(3)Town Center at Cobb


5.74%


280,000


16,072
(2)

06/08/12Towne West Square


6.99%


49,671
(20)

4,402


08/11/11University Park Mall


1.08%
(1)

100,000
(32)

1,081
(2)

07/09/10
(3)Upper Valley Mall


5.89%


47,640


3,406


07/01/14Valle Vista Mall


5.35%


40,000


3,598
(2)

05/10/17Walt Whitman Mall


8.00%


121,669
(37)

10,742


08/01/16Washington Square


5.94%


29,777


2,194


07/01/14Waterloo Premium Outlets


5.39%
(11)

72,822
(7)

3,923
(2)

07/10/13
(3)West Ridge Mall


5.89%


68,392


4,885


07/01/14West Ridge Plaza


5.50%
(24)

5,000
(4)

341


12/14/14
(3)White Oaks Mall


5.54%


50,000


2,768
(2)

11/01/16White Oaks Plaza


7.50%


14,766


1,312


10/10/19Wolfchase Galleria


5.64%


225,000


12,700
(2)

04/01/17Woodland Hills Mall


7.79%


96,941


8,414


04/05/19Total Consolidated Secured Indebtedness




$
6,599,506


40

---



Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIESAs of December 31, 2009
(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual Debt
Service

Maturity
DateUnsecured Indebtedness:Simon Property Group, LP:Unsecured Revolving Credit Facility  USD


0.61%
(15)
$


$

(2)

03/31/13Revolving Credit Facility  Yen Currency


0.54%
(15)

238,950
(33)

1,290
(2)

03/31/13Revolving Credit Facility  Euro Currency


0.83%
(15)

207,112
(34)

1,715
(2)

03/31/13Unsecured Notes  4C


7.38%


200,000


14,750
(14)

06/15/18Unsecured Notes  6B


7.75%


200,000


15,500
(14)

01/20/11Unsecured Notes  8A


6.35%


350,000


22,225
(14)

08/28/12Unsecured Notes  9A


4.88%


300,000


14,625
(14)

03/18/10Unsecured Notes  9B


5.45%


200,000


10,900
(14)

03/15/13Unsecured Notes  10B


4.90%


200,000


9,800
(14)

01/30/14Unsecured Notes  11A


4.88%


400,000


19,500
(14)

08/15/10Unsecured Notes  11B


5.63%


500,000


28,125
(14)

08/15/14Unsecured Notes  12 A


5.10%


600,000


30,600
(14)

06/15/15Unsecured Notes  12 B


4.60%


400,000


18,400
(14)

06/15/10Unsecured Notes  13 A


5.38%


500,000


26,875
(14)

06/01/11Unsecured Notes  13 B


5.75%


600,000


34,500
(14)

12/01/15Unsecured Notes  14 A


5.75%


400,000


23,000
(14)

05/01/12Unsecured Notes  14 B


6.10%


400,000


24,400
(14)

05/01/16Unsecured Notes  15 A


5.60%


600,000


33,600
(14)

09/01/11Unsecured Notes  15 B


5.88%


500,000


29,375
(14)

03/01/17Unsecured Notes  16 A


5.00%


600,000


30,000
(14)

03/01/12Unsecured Notes  16 B


5.25%


650,000


34,125
(14)

12/01/16Unsecured Notes  19A


5.30%


700,000


37,100
(14)

05/30/13Unsecured Notes  19B


6.13%


800,000


49,000
(14)

05/30/18Unsecured Notes  20A


10.35%


650,000


67,275
(14)

04/01/19Unsecured Notes  21A


6.75%


1,100,000


74,250
(14)

05/15/1411,296,062The Retail Property Trust, subsidiary:Unsecured Notes  CPI 4


7.18%


75,000


5,385
(14)

09/01/13Unsecured Notes  CPI 5


7.88%


250,000


19,688
(14)

03/15/16325,000CPG Partners, LP, subsidiary:Unsecured Notes  CPG 5


8.25%


150,000


12,375
(14)

02/01/11Unsecured Notes  CPG 6


6.88%


100,000


6,875
(14)

06/15/12Unsecured Notes  CPG 7


6.00%


150,000


9,000
(14)

01/15/13400,000Total Consolidated Unsecured Indebtedness




$
12,021,062Total Consolidated Indebtedness at Face Amounts




$
18,620,568Net Premium on Indebtedness





47,530Net Discount on Indebtedness





(37,796
)Total Consolidated Indebtedness




$
18,630,302Our Share of Consolidated Indebtedness




$
18,354,130


41

---



Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIESAs of December 31, 2009
(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual Debt
Service

Maturity
DateJoint Venture Indebtedness:Secured Indebtedness:Ami Premium Outlets


2.09%

$
130,116
(26)
$
2,716
(2)

09/25/23Apple Blossom Mall


7.99%


36,071


3,607


09/10/10Arizona Mills


7.90%


132,072


12,728


10/05/10Arkadia Shopping Center


4.68%
(31)

146,622


6,863
(2)

05/31/12Arkadia Shopping Center  2


6.73%
(31)

168,986


13,359


05/31/12Arundel Marketplace


5.92%


11,394


884


01/01/14Arundel Mills


6.14%


385,000


23,639
(2)

08/01/14Atrium at Chestnut Hill


6.89%


43,821


3,880


03/11/11
(25)Auburn Mall


7.99%


42,221


4,222


09/10/10Aventura Mall


5.91%


430,000


25,392
(2)

12/11/17Avenues, The


5.29%


71,286


5,325


04/01/13Bay 1 (Torcy)  Fixed


4.15%
(31)

17,860


740
(2)

05/31/11Bay 1 (Torcy)  Variable


1.40%
(31)

2,303


32
(2)

05/31/11Bay 2 (Torcy)  Fixed


4.24%
(31)

66,031


2,797
(2)

06/30/11Bay 2 (Torcy)  Variable


1.40%
(31)

9,195


129
(2)

06/30/11Block at Orange


6.25%


220,000


13,753
(2)

10/01/14Briarwood Mall


7.50%


119,726


10,641


11/30/16Cape Cod Mall


6.80%


88,969


7,821


03/11/11Circle Centre Mall


5.02%


71,378


5,165


04/11/13Clay Terrace


5.08%


115,000


5,842
(2)

10/01/15Cobblestone Court


1.23%
(1)

2,628


77


04/16/10Coconut Point


5.83%


230,000


13,409
(2)

12/10/16Coddingtown Mall


1.38%
(1)

15,500


214
(2)

07/14/10Colorado Mills


2.01%
(18)

164,308


3,304
(2)

11/12/11Concord Marketplace


5.76%


13,268


1,013


02/01/14Concord Mills Mall


6.13%


163,990


13,208


12/07/12Crystal Mall


5.62%


94,591


7,319


09/11/12
(25)Dadeland Mall


6.75%


180,609


15,566


02/11/12
(25)Del Amo


1.73%
(1)

335,000


5,799
(2)

01/23/13
(3)Denver West Village


8.15%


21,826


2,153


10/01/11Discover Mills  1


7.32%


23,700


1,735
(2)

12/11/11Discover Mills  2


6.08%


135,000


8,212
(2)

12/11/11Domain Residential Phase II


2.23%
(1)

31,561


704
(2)

07/22/13
(3)Domain Residential Building P


2.23%
(1)

3,631


81
(2)

11/07/11
(3)Domain Westin


2.18%
(1)

22,172


484
(2)

10/15/13
(3)Dover Mall & Commons


2.18%
(29)

83,756
(35)

1,827
(2)

02/01/12
(3)Eastland Mall


5.79%


168,000


9,734
(2)

06/01/16Emerald Square Mall


5.13%


129,453


9,479


03/01/13Empire Mall


5.79%


176,300


10,215
(2)

06/01/16Esplanade, The


2.18%
(29)

75,136
(35)

1,639
(2)

02/01/12
(3)Falls, The


7.50%


115,735


10,287


11/30/16Fashion Centre Pentagon Retail


6.63%


149,341


12,838


09/11/11
(25)Fashion Centre Pentagon Office


5.50%
(30)

40,000


2,200
(2)

10/01/12
(3)Fashion Valley Mall


4.00%
(28)

350,000


14,000
(2)

10/09/13Firewheel Residential


5.91%


22,949


1,356
(2)

11/20/16
(3)Florida Mall, The


7.55%


243,081


22,766


12/10/10Franklin Mills


5.65%


290,000


16,385
(2)

06/01/17Gaitway Plaza


4.60%


13,900
(17)

640
(2)

07/01/15Galleria at White Plains


2.18%
(29)

125,566
(35)

2,739
(2)

02/01/12
(3)Galleria Commerciali Italia  Facility A


5.37%
(16)

333,880


23,699


12/22/11
(3)Galleria Commerciali Italia  Facility B


5.85%
(16)

330,770


24,832


12/22/11Galleria Commerciali Italia  Catania


1.43%
(16)

89,737


1,284
(2)

12/17/10Galleria Commerciali Italia  Cinisello  Fixed


5.38%
(16)

107,064


7,382


03/31/15Galleria Commerciali Italia  Cinisello  Variable


1.45%
(16)

74,535


1,823


03/31/15Galleria Commerciali Italia  Giugliano A


4.77%
(16)

38,699


1,847
(2)

10/20/13Galleria Commerciali Italia  Giugliano B


4.78%
(16)

36,314


2,692


10/20/13Galleria Commerciali Italia  Giugliano C


5.19%
(16)

15,308


1,568


10/20/13Granite Run Mall


5.83%


116,577


8,622


06/01/16


42

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Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIESAs of December 31, 2009
(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual Debt
Service

Maturity
DateGrapevine Mills


5.90%
(11)

270,000


15,937
(2)

09/22/14
(3)Great Mall of the Bay Area


6.01%


270,000


16,227
(2)

08/28/15
(3)Greendale Mall


6.00%


45,000


2,699
(2)

10/01/16Gotemba Premium Outlets  Fixed


1.55%


67,448
(26)

11,147


10/25/14Gotemba Premium Outlets  Variable


0.67%
(12)

8,046
(26)

1,203


05/31/12Gurnee Mills


5.77%


321,000


18,512
(2)

07/01/17Hamilton Town Center


1.83%
(1)

95,283


1,745
(2)

05/29/12
(3)Highland Mall


6.83%


63,980


5,571


07/10/11Hilltop Mall


4.99%


64,350


3,211
(2)

07/08/12Houston Galleria  1


5.44%


643,583


34,985
(2)

12/01/15Houston Galleria  2


5.44%


177,417


9,644
(2)

12/01/15Indian River Commons


5.21%


9,625


637


11/01/14Indian River Mall


5.21%


65,213


4,313


11/01/14Katy Mills


6.69%


143,596


12,207


01/09/13King of Prussia Mall  1


7.49%


127,047


23,183


01/01/17King of Prussia Mall  2


8.53%


8,936


1,685


01/01/17Kobe Sanda Premium Outlets  Fixed


1.49%


23,399
(26)

3,036


01/31/14Kobe Sanda Premium Outlets  Variable


0.93%
(12)

53,781
(26)

6,744


01/31/14Lakeforest Mall


4.90%


141,050


6,904
(2)

07/08/10Lehigh Valley Mall


0.79%
(36)

150,000


1,186
(2)

08/09/10
(3)Liberty Plaza


5.68%


43,000


2,442
(2)

06/01/17Liberty Tree Mall


5.22%


35,000


1,827
(2)

10/11/13Mall at Rockingham


5.61%


260,000


14,586
(2)

03/10/17Mall at Tuttle Crossing


5.05%


114,578


7,774


11/05/13Mall of New Hampshire


6.23%


134,814


10,079


10/05/15Marley Station


4.89%


114,400


5,595
(2)

07/01/12Meadowood Mall


1.10%
(27)

150,880


1,661
(2)

01/09/12Mesa Mall


5.79%


87,250


5,055
(2)

06/01/16Miami International Mall


5.35%


93,113


6,533


10/01/13Mills Senior Loan Facility


1.48%
(1)

695,000


10,293
(2)

06/07/12
(3)Net Leases I


7.96%


26,501


2,109
(2)

10/10/10Net Leases II


9.35%


20,873


1,952
(2)

01/10/23Northpark Mall  Mills


2.18%
(29)

105,543
(35)

2,302
(2)

02/01/12
(3)Northshore Mall


5.03%


201,627


13,566


03/11/14
(25)Ontario Mills


4.98%
(11)

175,000


8,718
(2)

12/05/13
(3)Opry Mills


6.16%


280,000


17,248
(2)

10/10/14Plaza at Buckland Hills, The


4.60%


24,800
(17)

1,142
(2)

07/01/15Potomac Mills


5.83%


410,000


23,901
(2)

07/11/17Quaker Bridge Mall


7.03%


18,767


2,407


04/01/16Ridgewood Court


4.60%


14,650
(17)

674
(2)

07/01/15Rinku Premium Outlets


1.84%


31,390
(26)

7,291


11/25/14Rushmore Mall


5.79%


94,000


5,446
(2)

06/01/16Sano Premium Outlets


0.56%
(12)

48,641
(26)

18,146


05/31/18Sawgrass Mills


5.82%


820,000


47,724
(2)

07/01/14Seminole Towne Center


3.23%
(22)

69,140


4,871


08/09/11
(3)Sendai Premium Outlets


0.52%
(12)

37,083
(26)

4,120


10/31/18Shops at Riverside, The


1.03%
(1)

138,000


1,423
(2)

11/14/11
(3)Shops at Sunset Place, The


2.42%
(21)

80,848


4,692


05/09/10
(3)Smith Haven Mall


5.16%


180,000


9,283
(2)

03/01/16Solomon Pond


3.97%


107,182


6,505


08/01/13Source, The


6.65%


124,000


8,246
(2)

09/30/10Southdale Center


5.18%


186,550


9,671
(2)

04/01/10Southern Hills Mall


5.79%


101,500


5,881
(2)

06/01/16SouthPark Residential


1.63%
(1)

41,146


1,126


02/28/10
(3)Southridge Mall


5.23%


124,000


6,489
(2)

04/01/12


43

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Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIESAs of December 31, 2009
(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual Debt
Service

Maturity
DateSpringfield Mall


1.33%
(1)

72,300


962
(2)

12/01/10
(3)Square One


6.73%


85,957


7,380


03/11/12St. Johns Town Center


5.06%


170,000


8,602
(2)

03/11/15St. John's Town Center Phase II


5.50%
(11)

77,500


4,266
(2)

05/10/15
(3)St. Louis Mills


6.39%


90,000


5,751
(2)

01/08/12Stoneridge Shopping Center


7.50%


228,659


19,214


11/30/16Toki Premium Outlets  Fixed


1.80%


9,108
(26)

2,560


10/31/11Tosu Premium Outlets  Fixed


1.50%


7,603
(26)

2,149


08/24/13Tosu Premium Outlets  Variable


0.67%
(12)

10,409
(26)

3,539


01/31/12Valley Mall


5.83%


45,340


3,357


06/01/16Villabe A6  Bel'Est  Fixed


6.16%
(31)

10,013


616
(2)

08/31/11Villabe A6  Bel'Est  Variable


1.40%
(31)

2,557


36
(2)

08/31/11Village Park Plaza


4.60%


29,850
(17)

1,374
(2)

07/01/15West Town Corners


4.60%


18,800
(17)

865
(2)

07/01/15West Town Mall


6.34%


210,000


13,309
(2)

12/01/17Westchester, The


4.86%


500,000


24,300
(2)

06/01/10Whitehall Mall


7.00%


12,029


1,149


11/01/18Wilenska Station Shopping Center  Fixed


5.05%
(31)

26,781


1,351
(2)

08/31/11Wilenska Station Shopping Center  Variable


2.23%
(31)

16,125


360
(2)

08/31/11Total Joint Venture Secured Indebtedness at Face Amounts




$
16,432,997Unsecured Indebtedness:TMLP Trust Preferred Unsecured Securities


7.38%


100,000


7,375
(2)

03/30/36
(19)Total Joint Venture Unsecured Indebtedness





100,000Net Premium on Indebtedness





17,872Net Discount on Indebtedness





(1,593
)Total Joint Venture Indebtedness




$
16,549,276Our Share of Joint Venture Indebtedness




$
6,552,370
(23)


(Footnotes on following page)

44

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Table of Contents

(Footnotes for preceding pages)

---

45

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Table of Contents

The
changes in consolidated mortgages and other indebtedness for the years ended December 31, 2009, 2008, 2007 are as follows:

2009

2008

2007Balance, Beginning of Year

$
18,042,532

$
17,218,674

$
15,394,489Additions during period:New Loan Originations


2,073,874


1,833,677


3,362,732Loans assumed in acquisitions and consolidations








399,545Net Premium


3,162


(7,192
)

(1,669
)Deductions during period:Loan Retirements


(1,427,858
)

(930,818
)

(1,862,145
)Amortization of Net Premiums


(10,627
)

(14,611
)

(13,661
)Scheduled Principal Amortization


(50,781
)

(57,198
)

(60,617
)Balance, End of Year

$
18,630,302

$
18,042,532

$
17,218,674


Item 3.    Legal Proceedings

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

Item 4.    Reserved

46

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Table of Contents

Part II

Item 5.    Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities



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

Declared
Distributions20081st Quarter

$
0.902nd Quarter


0.903rd Quarter


0.904th Quarter


0.9020091st Quarter

$
0.902nd Quarter


0.603rd Quarter


0.604th Quarter


0.60




The number of holders of record of units was 254 as of February 25, 2010.



We make distributions to our limited and general partners in order to maintain Simon Property's qualification as a REIT. Simon Property
is required each year to distribute to its stockholders at least 90% of its taxable income after certain adjustments. Future distributions will be determined at the discretion of Simon Property's
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.

On
February 2, 2010, Simon Property's Board of Directors approved a quarterly common stock dividend of $0.60 per share, payable all in cash. The distribution rate on our units is
equal to the dividend rate on Simon Property's common stock. Distributions during 2009 aggregated $2.70 per unit and were paid in a combination of cash and units. Distributions during 2008, which
aggregated to $3.60 per unit, were paid entirely in cash.



We did not issue any equity securities that were not required to be registered under the Securities Act of 1933, as amended, during the
fourth quarter of 2009.



During 2009, holders of Series I preferred units were not eligible to convert their preferred units into units as the triggering
price of $75.34 was not met. As of December 31, 2009, the conversion trigger price of $74.18 had been met and each Series I preferred unit became convertible into 0.847495 of a unit
through March 31, 2010.

47

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Table of Contents

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 our business
is also included in the tables.

As of or for the Year Ended December 31,2009

2008

2007

2006

2005(in thousands, except per unit data)OPERATING DATA:Total consolidated revenue

$
3,775,216

$
3,783,155

$
3,650,799

$
3,332,154

$
3,166,853Consolidated income from continuing operations


387,262


599,560


674,605


729,727


503,148Net income attributable to unitholders

$
343,572

$
529,726

$
549,678

$
614,911

$
510,581BASIC EARNINGS PER UNIT:Income from continuing operations

$
1.06

$
1.88

$
2.09

$
2.20

$
1.27Discontinued operations








(0.13
)




0.55Net income attributable to unitholders

$
1.06

$
1.88

$
1.96

$
2.20

$
1.82Weighted average units outstanding


324,102


282,508


281,035


279,567


279,825DILUTED EARNINGS PER UNIT:Income from continuing operations

$
1.05

$
1.87

$
2.08

$
2.19

$
1.27Discontinued operations








(0.13
)




0.55Net income attributable to unitholders

$
1.05

$
1.87

$
1.95

$
2.19

$
1.82Diluted weighted average units outstanding


325,764


283,059


281,813


280,471


280,696Distributions per unit (1)

$
2.70

$
3.60

$
3.36

$
3.04

$
2.80BALANCE SHEET DATA:Cash and cash equivalents

$
3,957,718

$
773,544

$
501,982

$
929,360

$
337,048Total assets


25,948,266


23,422,749


23,442,466


22,003,173


21,068,666Mortgages and other indebtedness


18,630,302


18,042,532


17,218,674


15,394,489


14,106,117Total equity

$
5,182,962

$
3,101,967

$
3,414,612

$
4,040,676

$
4,444,227OTHER DATA:Cash flow provided by (used in):Operating activities

$
1,720,520

$
1,635,887

$
1,559,432

$
1,316,148

$
1,195,141Investing activities


(418,991
)

(1,022,275
)

(2,049,576
)

(607,432
)

(52,434
)Financing activities

$
1,882,645

$
(342,050
)
$
62,766

$
(116,404
)
$
(1,325,743
)Ratio of Earnings to Fixed Charges


1.30x


1.46x


1.53x


1.73x


1.56x


Notes (1)Represents distributions declared per period.


48

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Table of Contents

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

You should read the following discussion in conjunction with the consolidated financial statements and notes thereto that are included
in this report.



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

We
own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle
centers. As of December 31, 2009, we owned or held an interest in 321 income-producing properties in the United States, which consisted of 162 regional malls, 41 Premium Outlet centers, 67
community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition, and 15 other shopping centers or outlet centers in 41 states and Puerto
Rico. Of the 36 properties acquired in the Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. Internationally, as of December 31,
2009, we had ownership interests in 51 European shopping centers (France, Italy and Poland), eight Premium Outlet centers in Japan, one Premium Outlet center in Mexico, and one Premium Outlet
center in South Korea. Also, through joint venture arrangements we have a 24% interest in two shopping centers in Italy currently under development. During 2009, we recognized a loss on the sale of
four of our U.S. properties and all of our shopping centers in operation or under development in China. We also agreed to purchase a portfolio of 22 outlet shopping centers. The purchase is expected
to close in the first half of 2010. In early 2010, we and our joint venture partner agreed to sell our interests in seven shopping centers in France and Poland.

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



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

We
seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this
growth through the following:



We
also grow by generating supplemental revenue from the following activities:



49

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Table of Contents



We
focus on high quality real estate across the retail real estate spectrum. We expand or renovate to enhance existing assets' profitability and market share when we believe the
investment of our capital meets our risk-reward criteria. We selectively develop new properties in metropolitan areas that exhibit strong population and economic growth.

We
routinely review and evaluate acquisition opportunities based on their ability to complement our portfolio. Our international strategy includes partnering with established real
estate companies and financing international investments with local currency to minimize foreign exchange risk.

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





Diluted earnings per unit of limited partnership interest, or units, decreased $0.82 during 2009, or 43.9%, to $1.05 from $1.87 for
2008. The decrease is primarily due to losses on asset sales and impairment charges. These included a $140.5 million, or $0.44 per unit, other-than-temporary impairment
charge related to our investment in Liberty International, PLC, or Liberty, a U.K. REIT. We recorded the other-than-temporary charge in the second quarter of 2009 due to
the significance and duration of the decline in quoted fair value, including the related currency exchange component, below the carrying value of the securities. In the fourth quarter of 2009, we also
recorded adjustments in the carrying values of three underperforming assets, including one consolidated operating property and two joint venture assets, the write-off of certain
predevelopment costs related to projects that we no longer plan to pursue due to economic conditions, and adjustments to carrying values for certain parcels of land, amounting to $88.1 million,
or $0.27 per unit, net of related tax benefit and noncontrolling interest share. We also recorded net losses related to the sale of assets and interests in unconsolidated entities of
$30.1 million, or $0.09 per unit. For 2009, earnings per unit were diluted by approximately $0.21 per unit as a result of Simon Property's two equity offerings and from the units we issued in
the quarterly distributions. For 2008, we recorded a $20.3 million, or $0.07 per diluted unit, loss on extinguishment of debt related to our redemption of the 7% MandatOry Par Put Remarked
Securities, or MOPPRS. In addition, we recorded impairment charges of $21.2 million, or $0.07 per diluted unit, during 2008.

In
the United States, our business fundamentals were relatively stable, except for tenant sales psf which were down across the portfolio, and were dependent upon asset type, geographic
location, and mix of specialty and luxury tenants. Average base rents for the regional mall and domestic Premium Outlet portfolios were relatively stable for 2009. The regional malls average base rent
ended the year at $40.04 psf, or an increase of 1.4% over 2008. The domestic Premium Outlets average base rent ended the year at $33.45 psf, or an increase of 21.0%. The stability of the occupancy,
rent psf, and releasing rental spread fundamentals contributed to the growth in our operating results despite the adverse economic conditions affecting our tenants and retail consumers.

Internationally,
in 2009, we and our joint venture partners opened one additional center and expanded one existing Premium Outlet Center in Japan which added an aggregate 396,300 square
feet of retail space to the international portfolio. Also in December 2009, we recognized a loss on our joint venture interests in our shopping centers in China. We sold our interests to affiliates of
our Chinese partner for approximately $29 million, resulting in a loss of approximately $20 million.

On
February 4, 2010, we and our partner in Simon Ivanhoe S.à.r.l , or Simon Ivanhoe, Ivanhoe Cambridge Inc. , or Ivanhoe Cambridge, entered into a
definitive agreement to sell all of the interests in Simon Ivanhoe which owns seven shopping centers located in France and Poland to Unibail-Rodamco. The joint venture partners will receive
consideration of €715 million for their interests, subject to certain post-closing adjustments. We expect our share of the gain on sale of our interests in Simon
Ivanhoe to be approximately $300 million. The transaction is scheduled to close during the first half of 2010, subject to customary closing conditions and regulatory approvals.

We
and Ivanhoe Cambridge have the right to participate with Unibail-Rodamco in the potential development of up to five new retail projects in the Simon Ivanhoe pipeline, subject to
customary approval rights. We will own a 25% interest in any of these projects in which we agree to participate.

50

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Table of Contents

Our
effective overall borrowing rate at December 31, 2009 increased 50 basis points to 5.62% as compared to 5.12% at December 31, 2008. This increase was primarily due to
a $1.4 billion increase in our portfolio of relatively higher rate fixed rate debt. Our financing activities for the year ended December 31, 2009, included:



On
January 12, 2010, we commenced a cash tender offer for any and all senior unsecured notes of ten outstanding series with maturity dates ranging from 2011 to March 2013. The
total principal amount of the notes accepted for purchase on January 26, 2010 was approximately $2.3 billion, with a weighted average duration of 2.0 years and a weighted coupon
of 5.76%. We purchased the tendered notes with cash on hand and the proceeds from an offering of $2.25 billion of senior unsecured notes that closed on January 25, 2010. The senior notes
offering was comprised of $400.0 million of 4.20% notes due 2015, $1.25 billion of 5.65% notes due 2020 and $600.0 million of 6.75% notes due 2040. We will report a
$165.6 million charge to earnings in the first quarter of 2010 as a result of the tender offer.

51

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Table of Contents

United States Portfolio Data

The portfolio data discussed in this overview includes the following key operating statistics: occupancy; average base rent per square
foot; and comparable sales per square foot for our four domestic platforms. We include acquired properties in this data beginning in the year of acquisition and remove properties sold in the year
disposed. For comparative purposes, we separate the information in this section on the 16 regional malls we acquired from The Mills Corporation in 2007, or the Mills Regional Malls, from the
information on our other regional malls. We do not include any properties located outside of the United States in this section. The following table sets forth these key operating statistics
for:



2009

%/Basis Points
Change(1)

2008

%/Basis Points
Change(1)

2007

%/Basis Point
Change(1)Regional Malls:OccupancyConsolidated


92.4%


-20 bps


92.6%


-130 bps


93.9%


+90 bpsUnconsolidated


91.4%


-50 bps


91.9%


-80 bps


92.7%


-80 bpsTotal Portfolio


92.1%


-30 bps


92.4%


-110 bps


93.5%


+30 bpsAverage Base Rent per Square FootConsolidated

$
38.43


0.6%

$
38.21


5.4%

$
36.24


4.2%Unconsolidated

$
43.19


2.8%

$
42.03


8.5%

$
38.73


6.2%Total Portfolio

$
40.04


1.4%

$
39.49


6.5%

$
37.09


4.8%Comparable Sales per Square FootConsolidated

$
410


(7.9%
)
$
445


(5.7%
)
$
472


2.2%Unconsolidated

$
483


(7.6%
)
$
523


(1.3%
)
$
530


4.9%Total Portfolio

$
433


(7.9%
)
$
470


(4.3%
)
$
491


3.2%Premium Outlet Centers:Occupancy


97.9%


-100 bps


98.9%


-80 bps


99.7%


+30 bpsAverage Base Rent per Square Foot

$
33.45


21.0%

$
27.65


7.7%

$
25.67


5.9%Comparable Sales per Square Foot

$
500


(1.8%
)
$
509


1.0%

$
504


7.0%The Mills®:Occupancy


93.9%


-60 bps


94.5%


+40 bps


94.1%


Average Base Rent per Square Foot

$
19.62


0.6%

$
19.51


2.4%

$
19.06


Comparable Sales per Square Foot

$
369


(0.8%
)
$
372




$
372


Mills Regional Malls:Occupancy


89.3%


190 bps


87.4%


-210 bps


89.5%


Average Base Rent per Square Foot

$
35.41


(4.3%
)
$
36.99


3.8%

$
35.63


Comparable Sales per Square Foot

$
380


(9.1%
)
$
418


(5.9%
)
$
444


Community/Lifestyle Centers:OccupancyConsolidated


89.3%





89.3%


-360 bps


92.9%


+140 bpsUnconsolidated


93.2%


-10 bps


93.3%


-330 bps


96.6%


+10 bpsTotal Portfolio


90.7%





90.7%


-340 bps


94.1%


+90 bpsAverage Base Rent per Square FootConsolidated

$
13.94


1.8%

$
13.70


7.6%

$
12.73


7.0%Unconsolidated

$
12.55


1.1%

$
12.41


4.7%

$
11.85


1.5%Total Portfolio

$
13.45


1.5%

$
13.25


6.6%

$
12.43


5.2%


(1)Percentages
may not recalculate due to rounding. Percentage and basis point changes are representative of the change from the comparable prior period.


Occupancy Levels and Average Base Rent Per Square Foot.Occupancy and average base rent are based on mall
and freestanding Gross Leasable Area, or
GLA, owned by us in the regional malls, and all tenants at The Mills, Premium

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Table of Contents

Outlet
Centers, and community/lifestyle centers. Our portfolio has maintained relatively stable occupancy and increased the aggregate average base rents despite continuing economic difficulties.

Comparable Sales Per Square Foot.Comparable sales include total reported retail tenant sales at owned
GLA (for mall and freestanding stores with
less than 10,000 square feet) in the regional malls, and all reporting tenants at The Mills and the Premium Outlet Centers and community/lifestyle centers. Retail sales at owned GLA affect revenue and
profitability levels because sales determine the amount of minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes,
etc.) that tenants can afford to pay.

International Property Data

The following are selected key operating statistics for certain of our international properties.

2009

% Change

2008

% Change

2007European Shopping CentersOccupancy


95.9%





98.4%





98.7%Comparable sales per square foot


€400


(2.7%
)

€411


(2.4%
)

€421Average rent per square foot


€31.41


4.3%


€30.11


1.8%


€29.58International Premium Outlet Centers(1)Occupancy


99.6%





99.9%





100%Comparable sales per square foot


¥94,468


2.7%


¥92,000


(1.3%
)

¥93,169Average rent per square foot


¥4,714


0.6%


¥4,685


1.3%


¥4,626


(1)Does
not include one center in Mexico (Premium Outlets Punta Norte) and one center in Korea (Yeoju Premium Outlets).


Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or
GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other
assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenue, and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various
transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we
evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information.
Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.
For a summary of our significant accounting policies, see Note 3 of the Notes to Consolidated Financial Statements.



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Results of Operations

In addition to the activity discussed above in "Results Overview," the following acquisitions, property openings, and other activity
significantly affected our consolidated results from continuing operations in the comparative periods:



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In
addition to the activities discussed above and in "Results Overview", the following acquisitions, dispositions, and property openings affected our income from unconsolidated entities
in the comparative periods:



For
the purposes of the following comparisons between the years ended December 31, 2009 and 2008 and the years ended December 31, 2008 and 2007, the above transactions are
referred to as the property transactions. In the

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following
discussions of our results of operations, "comparable" refers to properties open and operating throughout both the current and prior year.

During
2009, we sold four consolidated properties that had an aggregate book value of $13.7 million for aggregate sales proceeds of $3.9 million, resulting in a net loss
on sale of $9.8 million. The loss on sale of these assets recognized in the consolidated statements of operations and the operating results of the properties that we sold or disposed of during
2009 were not significant to our consolidated results of operations. The following is a list of the consolidated properties we sold and the date of disposition:

Property

Date of DispositionKnoxville Commons

November 2, 2009Park Plaza

November 2, 2009Eastland Plaza

October 30, 2009Raleigh Springs Mall

October 15, 2009


In
2008 we had no consolidated property dispositions.

During
2007, we disposed of five consolidated properties that had an aggregate book value of $91.6 million for aggregate sales proceeds of $56.4 million, resulting in a
net loss on sale of approximately $35.3 million. The loss on sale of these assets has been reported as discontinued operations in the consolidated statements of operations. The operating
results of the properties that we sold or disposed of during 2007 were not significant to our consolidated results of operations. The following is a list of consolidated property dispositions and the
date of disposition for which we have reported the results of sale within discontinued operations:

Property

Date of DispositionLafayette Square

December 27, 2007University Mall

September 28, 2007Boardman Plaza

September 28, 2007Griffith Park Plaza

September 20, 2007Alton Square

August 2, 2007


Year Ended December 31, 2009 vs. Year Ended December 31, 2008

Minimum rents increased $24.9 million in 2009, of which the property transactions accounted for $27.3 million of the
increase, offset by a decrease in comparable minimum rents of $2.4 million, or 0.1%. The decrease in comparable minimum rents was primarily attributable to a $15.4 million decline in the
fair market value of in-place lease amortization and a $12.6 million decrease in straight-line rents, offset by an increase in minimum rents of $22.8 million and
an increase in comparable rents from carts, kiosks, and other temporary tenants of $2.8 million. Overage rents decreased $15.3 million or 15.3%, as a result of a reduction in tenant
sales for the period as compared to the prior year.

Tenant
reimbursements decreased $3.7 million, due to a $14.8 million, or 1.4%, decrease in the comparable properties as a result of a decrease in expenditures allocable to
tenants paying common area maintenance on a proportionate basis, offset by an $11.1 million increase attributable to the property transactions.

Management
fees and other revenues decreased $8.4 million principally as a result of decreased earned premiums of our wholly-owned captive insurance entities and lower fee
revenue due to the reduction in development, leasing and joint venture property refinancing activity.

Total
other income decreased $5.4 million, and was principally the result of the following:



These
decreases were offset in part by a $6.5 million increase in land sale activity primarily related to a land sale in the fourth quarter of 2009 and a $5.8 million increase in lease
settlement income.

Property
operating expenses decreased $30.2 million, or 6.6%, primarily related to lower utility costs resulting from our cost control and cost reduction initiatives.

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Depreciation
and amortization expense increased $28.1 million due to the impact of prior year openings and expansion activity and acceleration of depreciation for certain
properties scheduled for redevelopment.

Repairs
and maintenance decreased $16.1 million due to our cost savings efforts.

Home
and regional office expense decreased $34.8 million primarily due to decreased personnel costs attributable to our cost control initiatives and lower incentive compensation
levels.

During
2009, we recognized a non-cash charge of $140.5 million representing an other-than-temporary impairment in the fair value below the
carrying value of our minority investment in Liberty. We recorded the charge to earnings due to the significance and duration of the decline in the total share price, including currency revaluations.
In addition, we recorded impairment charges in 2009 of $56.9 million related to one regional mall, certain parcels of land and certain predevelopment costs related to projects no longer being
pursued. In 2008, we recognized an impairment of $16.5 million primarily representing the write-down of a mall property to its estimated net realizable value and the
write-off of predevelopment costs for various development opportunities which we no longer plan to pursue.

During
2009, we recorded $5.7 million in transaction expenses related to costs associated with significant acquisition related activities. In accordance with the required
adoption of a new accounting pronouncement effective January 1,
2009, all transaction costs are expensed as incurred and are no longer capitalized as a component of acquisition cost as prior accounting guidance permitted.

Interest
expense increased $44.9 million primarily related to our issuance of $500 million of senior unsecured notes on August 11, 2009, $600 million senior
unsecured notes on May 15, 2009 and $650 million senior unsecured notes on March 25, 2009, offset by decreased interest expense on our Credit Facility due to the payoff of the
U.S. tranche and other property debt refinancings.

The
2008 period included a loss on extinguishment of debt of $20.3 million in the second quarter of 2008 related to the redemption of $200 million in remarketable debt
securities. We extinguished the debt because the remarketing reset base rate was above the rate for 30-year U.S. Treasury securities at the date of redemption.

Income
tax expense of taxable REIT subsidiaries decreased $8.8 million due to the recognition of a $5.8 million tax benefit in 2009 related to the adjustment of the
carrying value of our investment in an unconsolidated non-retail real estate entity.

Income
from unconsolidated entities increased $8.0 million as a result of our 2008 joint venture openings and expansion activity, interest rate savings from favorable interest
rates and debt refinancings, and additional depreciation provisions related to the finalization of purchase accounting on asset basis step-ups in the 2008 period associated with the
acquisition of Mills, offset by the gain recognized in 2008 from our disposition of an investment holding of non-retail real estate adjacent to one of our regional mall operating
properties.

In
2009, we recognized a $42.7 million impairment charge representing our share of impairment charges recorded by unconsolidated entities and also impairment charges on our
investment in certain unconsolidated entities for which we deemed the declines in value below our carrying amount other-than-temporary.

The
loss on sale of assets and interests in unconsolidated entities of $30.1 million in 2009 was the result of the sale of one regional mall, three community centers, and our
32.5% joint venture interests in our shopping centers operating or under development in China.

Preferred
unit distribution requirements decreased $20.5 million as a result of the conversion of preferred units to units during 2008.

Year Ended December 31, 2008 vs. Year Ended December 31, 2007

Minimum rents increased $137.2 million in 2008, of which the property transactions accounted for $64.6 million of the
increase. Comparable rents increased $72.6 million, or 3.6%. This was primarily due to an increase in minimum rents of $82.1 million and an $8.5 million increase in
straight-line rents, offset by a $16.4 million decrease in comparable property activity, primarily attributable to lower amounts of fair market value of in-place lease
amortization. Overage rents decreased $9.8 million or 8.9%, as a result of a reduction in tenant sales for the period as compared to the prior year.

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Tenant
reimbursements increased $42.8 million, due to a $26.9 million increase attributable to the property transactions and a $15.9 million, or 1.6%, increase in
the comparable properties due to our ongoing initiative to convert leases to a fixed reimbursement methodology for common area maintenance costs.

Management
fees and other revenues increased $18.7 million principally as a result of the full year of additional management fees derived from managing the properties acquired in
the Mills acquisition, and additional leasing and development fees as a result of incremental joint venture property activity.

Total
other income decreased $56.6 million principally as a result of the following:



These
decreases were offset in part by a $3.1 million increase in net other activity.

Depreciation
and amortization expense increased $63.8 million in 2008 primarily due to our acquisition, expansion and renovation activity and the accelerated depreciation of
tenant improvements for tenant leases terminated during the period and for properties scheduled for redevelopment.

Real
estate taxes increased $21.3 million from the prior period, $9.0 million of which is related to the property transactions, and $12.3 million from our
comparable properties due to the effect of increases resulting from reassessments, higher tax rates, and the effect of expansion and renovation activities.

Repairs
and maintenance decreased $12.3 million due to our cost savings efforts.

Provision
for credit losses increased $14.5 million primarily due to an increase in tenant bankruptcies and tenant delinquencies. This was reflected in total square footage lost
to tenant bankruptcies of 1,104,000 during 2008 as compared to only 69,000 square feet in 2007.

Home
and regional office expense increased $8.3 million primarily due to increased personnel costs, primarily the result of the Mills acquisition, and the increased expense from
certain incentive compensation plans.

Other
expenses increased $6.1 million due to increased consulting and professional fees, including legal fees and related costs.

In
2008, we recognized impairment charges of $16.5 million primarily representing the write-down of a mall property to its estimated net realizable value and the
write-off of predevelopment costs for various development opportunities that we no longer plan to pursue.

Interest
expense increased marginally by $1.3 million despite an $823.9 million increase in consolidated borrowings to fund our development and redevelopment activities,
and the full year impact of our borrowings to fund the Mills-related loans, due to a 55 basis point decline in our weighted average borrowing rates. This decrease in weighted average borrowing rates
was driven primarily by a decline in the applicable LIBOR rate for a majority of our consolidated floating rate debt instruments, including the Credit Facility.

We
recognized a loss on extinguishment of debt of $20.3 million in the second quarter of 2008 related to the redemption of $200 million in remarketable debt securities. We
extinguished the debt because the remarketing reset base rate was above the rate for 30-year U.S. Treasury securities at the date of redemption.

Income
tax expense of taxable REIT subsidiaries increased $14.9 million due primarily to a $19.5 million tax benefit recognized in 2007 related to the impairment charge
resulting from of the write-off of our investment in a land joint venture in Phoenix, Arizona.

Income
from unconsolidated entities decreased $5.9 million, due primarily to the impact of the Mills acquisition (net of eliminations). On a net basis, our share of loss from
SPG-FCM increased $4.7 million from the prior period due to a full year of SPG-FCM activity in 2008 as compared to only nine months of activity in 2007. The loss was
driven by depreciation and amortization expense on asset basis step-ups in purchase accounting.

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In 2007, we recognized an impairment charge of $55.1 million related to a land joint venture in Phoenix, Arizona.

The
gain on sale of assets and interests in unconsolidated entities of $92.0 million in 2007 was primarily the result of Simon Ivanhoe selling its interest in certain assets
located in Poland.

In
2007, the loss on sale of discontinued operations of $35.3 million represents the net loss upon disposition of five non-core properties consisting of three
regional malls and two community/lifestyle centers.

Preferred
unit distribution requirements decreased $17.9 million as a result of the conversion or exchange of preferred units to units and the redemption of the Series G
preferred units in the fourth quarter of 2007.

Liquidity and Capital Resources

Because we generate revenues primarily from long-term leases, our financing strategy relies primarily on
long-term fixed rate debt. We manage our floating rate debt to be at or below 15-25% of total outstanding indebtedness by negotiating interest rates for each financing or
refinancing based on current market conditions. Floating rate debt currently comprises approximately 12% of our total consolidated debt at December 31, 2009. We also enter into interest rate
protection agreements as appropriate to assist in managing our interest rate risk. We derive most of our liquidity from leases that generate positive net cash flow from operations and distributions of
capital from unconsolidated entities that totaled $1.9 billion during 2009. In addition, the new credit facility provides an alternative source of liquidity as our cash needs vary from time to
time.

Our
balance of cash and cash equivalents increased $3.2 billion during 2009 to $4.0 billion as of December 31, 2009. December 31, 2009 and 2008 balances
include $38.1 million and $29.8 million, respectively, related to our co-branded gift card programs, which we do not consider available for general working capital purposes.

On
December 31, 2009, we had available borrowing capacity of approximately $3.1 billion under the Credit Facility, net of outstanding borrowings of $446.1 million
and letters of credit of $5.7 million. During 2009, the maximum amount outstanding under the Credit Facility was $1.6 billion and the weighted average amount outstanding was
$669.8 million. The weighted average interest rate was 0.94% for the year ended December 31, 2009. On December 8, 2009, we entered into a new unsecured revolving corporate credit
facility providing an initial borrowing capacity of $3.565 billion. The new credit facility contains an accordion feature allowing the maximum borrowing capacity to expand to
$4.0 billion. The new credit facility matures on March 31, 2013. Borrowings on the new facility were not drawn until January 5, 2010 when the Euro and Yen-denominated
borrowings on the Credit Facility were transitioned to the new credit facility.

We
and/or Simon Property also have access to public equity and long term unsecured debt markets and access to private equity from institutional investors at the property level.

Our
business model requires us to regularly access the debt and equity capital markets to raise funds for acquisition and development activity, redevelopment capital, and to refinance
maturing debt. The turmoil in the capital markets that began in 2008 and which now shows signs of abating had an impact on many businesses', including ours, ability to access debt and equity capital.
We raised approximately $3.4 billion in the public capital markets in 2009; however, there is no assurance we will be able to continue to do so in future periods or on similar terms or
conditions. We believe we have sufficient cash on hand and availability under the new credit facility to address our debt maturities and capital needs through 2010.

As
discussed further in Financing and Debt below, on January 12, 2010, we commenced a tender offer to purchase ten outstanding series of notes. We subsequently purchased
$2.285 billion of notes on January 26, 2010. The purchase of the notes was primarily funded with proceeds from the sale of $2.25 billion of senior unsecured notes issued on
January 25, 2010.

On
February 16, 2010, Simon Property announced a written offer made to acquire General Growth Properties, Inc., or General Growth, in a transaction valued at more than
$10 billion, including approximately $9 billion in cash. Of this consideration, approximately $7 billion will be paid to unsecured creditors, representing par value plus accrued
and unpaid dividends and interest. The transaction would not be subject to a financing condition and would be financed through cash on hand, asset sales and through equity co-investments
in acquired properties by strategic institutional investors, with the balance coming from our new credit facility. The offer indicated a willingness to discuss consideration consisting in whole or in
part of equity in lieu of the cash portion of the consideration to

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General
Growth's stockholders, and perhaps certain of its unsecured creditors, for those who would prefer to receive equity. The offer is subject to confirmatory due diligence and the negotiation and
execution of a definitive transaction agreement, as well as required bankruptcy court and creditor approvals. As of the filing of this report, there is no agreement for such a transaction.



On February 16, 2007, SPG-FCM, a 50/50 joint venture between one of our affiliates and funds managed by Farallon
Capital Management, L.L.C., or Farallon, entered into a definitive merger agreement to acquire all of the outstanding common stock of Mills for $25.25 per common share in cash. The acquisition of
Mills and its interests in the 36 properties that remain at December 31, 2009 was completed in April 2007. As of December 31, 2009, we and Farallon had each funded $650.0 million
into SPG-FCM to acquire all of the common stock of Mills. As part of the transaction, we also made loans to SPG-FCM and Mills primarily at rates of LIBOR plus
270-275 basis points. These funds were used by SPG-FCM and Mills to repay loans and other obligations of Mills, including the redemption of preferred stock, during 2007. As of
December 31, 2009, the outstanding balance of our loan to SPG-FCM was $632.0 million, and the average outstanding balance during the twelve month period ended
December 31, 2009 of all loans made to SPG-FCM and Mills was approximately $589.5 million. During 2009, 2008 and 2007, we recorded approximately $9.3 million,
$15.3 million and $39.1 million in interest income (net of inter-entity eliminations) related to these loans, respectively. We also recorded fee income, including fee income amortization
related to up-front fees on loans made to SPG-FCM and Mills, during 2009, 2008 and 2007 of approximately $3.7 million, $3.1 million and $17.4 million (net
of inter-entity eliminations), respectively, for providing refinancing services to Mills' properties and SPG-FCM. The existing loan facility to SPG-FCM bears a rate of LIBOR
plus 275 basis points and matures on June 7, 2010, with two available one-year extensions. Fees charged on loans made to SPG-FCM and Mills are amortized on a
straight-line basis over the life of the loan.

The
Mills acquisition involved the purchase of all Mills' outstanding shares of common stock and common units for approximately $1.7 billion (at $25.25 per share or unit), the
assumption of $954.9 million of preferred stock, the assumption of a proportionate share of property-level mortgage debt, of which SPG-FCM's share approximated $3.8 billion,
the assumption of $1.2 billion in unsecured loans provided by us, costs to effect the acquisition, and certain liabilities and contingencies, including an ongoing investigation by the
Securities and Exchange Commission, for an aggregate purchase price of approximately $8 billion. SPG-FCM has completed its purchase price allocations for the Mills acquisition using
valuations developed with the assistance of a third-party professional appraisal firm.

In
conjunction with the Mills acquisition, we acquired a majority interest in two properties in which we previously held a 50% ownership interest (Town Center at Cobb and Gwinnett
Place) and as a result we have consolidated these two properties at the date of acquisition.

In
addition to the loans provided to SPG-FCM, we also provide management services to substantially all of the properties in which SPG-FCM holds an interest.



Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $1.9 billion
during 2009. In addition, we received net proceeds from our debt financing and repayment activities in 2009 of $542.1 million. These activities are further discussed below in "Financing and
Debt". Also during 2009, we:



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
partners necessary to maintain Simon

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Property's
REIT qualification 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:



We
expect to generate positive cash flow from operations in 2010, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived
from retail tenants, many of whom continue to experience considerable financial distress. A significant deterioration in projected cash flows from operations could cause us to increase our reliance on
available funds from the new credit facility, curtail planned capital expenditures, or seek other additional sources of financing as discussed above.



Our unsecured debt at December 31, 2009 consisted of approximately $11.6 billion of our senior unsecured notes and
$446.1 million outstanding under the Credit Facility. The total outstanding balance of the Credit Facility as of December 31, 2009 was comprised of the U.S. dollar equivalent of Euro and
Yen-denominated borrowings which expired on January 11, 2010. The balance as of December 31, 2009 reflects interest at LIBOR plus 37.5 basis points and an additional facility
fee of 12.5 basis points as these borrowings were made under the Credit Facility. On December 8, 2009, we entered into a new unsecured revolving corporate credit facility providing an initial
borrowing capacity of $3.565 billion. The new credit facility contains an accordion feature allowing the maximum borrowing capacity to expand to $4.0 billion. The new credit facility
matures on March 31, 2013. The base interest on the new credit facility is LIBOR plus 210 basis points and includes a facility fee of 40 basis points. Borrowings on the new credit facility were
not drawn until January 5, 2010 when the Euro and Yen-denominated borrowings on the Credit Facility were transitioned to the new credit facility.

During
the year ended December 31, 2009, we drew amounts from the Credit Facility to fund the redemption of $600.0 million of maturing senior unsecured notes. We repaid a
total of $1.2 billion on the Credit Facility during the year ended December 31, 2009. The maximum outstanding balance during the year ended December 31, 2009 was approximately
$1.6 billion. During the year ended December 31, 2009, the weighted average outstanding balance of the Credit Facility was approximately $669.8 million.

On
March 25, 2009, we issued $650.0 million of senior unsecured notes at a fixed interest rate of 10.35%. The proceeds from the offering were used to reduce borrowings on
the Credit Facility and for general business purposes.

On
May 15, 2009, we issued $600.0 million of senior unsecured notes at a fixed interest rate of 6.75%. The proceeds from the offering were used for general business
purposes. The notes were re-opened on August 11, 2009, and an additional $500.0 million of senior unsecured notes were issued. We used the proceeds from the offering for
general business purposes.

On
January 12, 2010, we commenced a cash tender offer for any and all senior unsecured notes of ten outstanding series with maturity dates ranging from 2011 to March 2013. The
total principal amount of the notes accepted for purchase on January 26, 2010 was approximately $2.3 billion, with a weighted average duration of 2.0 years and a weighted coupon
of 5.76%. We purchased the tendered notes with cash on hand and the proceeds from an offering of $2.25 billion of senior unsecured notes that closed on January 25, 2010. The senior notes
offering was comprised of $400.0 million of 4.20% notes due 2015, $1.25 billion of 5.65% notes due 2020 and $600.0 million of 6.75% notes
due 2040. We will report a $165.6 million charge to earnings in the first quarter of 2010 as a result of the tender offer.



Total secured indebtedness was $6.6 billion and $6.3 billion at December 31, 2009 and 2008, respectively.

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On
July 30, 2009, we borrowed $400.0 million on a mortgage that is secured by Greenwood Park Mall, Southpark Mall, and Walt Whitman Mall, which matures on August 1,
2016 and bears interest at a fixed rate of 8.00%. This is a cross-collateralized and cross-defaulted loan as it pertains to these properties.



Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of
December 31, 2009, and 2008, consisted of the following (dollars in thousands):

Debt Subject to

Adjusted Balance
as of
December 31,
2009

Effective
Weighted
Average
Interest Rate

Adjusted Balance
as of
December 31,
2008

Effective
Weighted
Average
Interest RateFixed Rate

$
16,814,240


6.10%

$
15,424,318


5.76%Variable Rate


1,816,062


1.19%


2,618,214


1.31%$
18,630,302


5.62%

$
18,042,532


5.12%


As
of December 31, 2009, we had $694.2 million of notional amount fixed rate swap agreements that have a weighted average fixed pay rate of 2.79% and a weighted average
variable receive rate of 0.60%. As of December 31, 2009, the net effect of these agreements effectively converted $694.2 million of variable rate debt to fixed rate debt.

Contractual Obligations and Off-balance Sheet Arrangements:The following table summarizes the material
aspects of our future obligations
as of December 31, 2009 (dollars in thousands):

2010

2011 to 2012

2013 to 2015

After 2015

TotalLong Term DebtConsolidated(1)

$
2,311,705

$
4,965,828

$
6,424,036

$
4,918,999

$
18,620,568Pro Rata Share Of Long Term Debt:Consolidated(2)

$
2,292,867

$
4,835,957

$
6,355,112

$
4,860,737

$
18,344,673Joint Ventures(2)


788,956


1,931,365


2,190,793


1,633,423


6,544,537Total Pro Rata Share Of Long Term Debt


3,081,823


6,767,322


8,545,905


6,494,160


24,889,210Consolidated Capital Expenditure Commitments(3)


27,938


357








28,295Joint Venture Capital Expenditure Commitments(3)


6,115


3,779








9,894Consolidated Ground Lease Commitments(4)


16,782


33,760


51,974


630,654


733,170Total

$
3,132,658

$
6,805,218

$
8,597,879

$
7,124,814

$
25,660,569


(1)Represents
principal maturities only and therefore, excludes net premiums and discounts of $9,734 and all required interest payments. We incurred interest
expense during 2009 of $992.1 million, net of capitalized interest of $14.5 million.(2)Represents
our pro rata share of principal maturities and excludes net premiums and discounts.(3)Represents
our pro rata share of capital expenditure commitments.(4)Represents
only the minimum non-cancellable lease period, excluding applicable lease extension and renewal options.


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, 2009, we had loan guarantee obligations to support $47.2 million to support our total $6.5 billion share of joint venture
mortgage and other indebtedness presented in the table above.

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During 2009, the holders of 500,891 Series I preferred units exercised their rights to exchange the preferred units for shares
of Simon Property's Series I preferred stock.



Buy-sell provisions are common in real estate partnership agreements. Most of our partners are institutional investors who
have a history of direct investment in retail real estate. Our partners in our joint venture properties may initiate these provisions at any time. If we determine it is in our unitholders' best
interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or
elect to buy. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion
opportunities.

Acquisitions.Although the acquisition of high quality individual properties or portfolios of properties
remains an integral component of our growth
strategies, we did not acquire any properties during 2009.

We
entered into a definitive agreement in December 2009 to acquire all of the outlet shopping centers currently owned by Prime Outlets Acquisition Company and certain of its affiliated
entities, or the 'Prime Outlets', subject
to Prime Outlets' existing fixed rate indebtedness and preferred stock. The Prime Outlets consist of 22 high quality outlet centers located in major metropolitan markets. We will pay consideration
(consisting of cash and units of the Operating Partnership) of approximately $0.7 billion for the owners' interests in the Prime Outlets. The acquisition is subject to several closing
conditions relating to certain financing arrangements of the Prime Outlets. Assuming all closing conditions are satisfied on a timely basis, we expect the transaction will close in the second quarter
of 2010.

Dispositions.We continue to pursue the sale of properties that no longer meet our strategic criteria or
that are not the primary retail venue within
their trade area. In 2009, we sold the following wholly-owned properties: Raleigh Springs, a regional mall located in Memphis, Tennessee; Eastland Plaza, a community center located in Tulsa, Oklahoma;
Knoxville Commons, a community center located in Knoxville, Tennessee; and Park Plaza, a community center located in Hopkinsville, Kentucky. We received net proceeds of $3.9 million on the U.S.
property dispositions and recorded a net loss on these dispositions of $9.8 million. Also in December 2009, we recognized a loss on our joint venture interests in our shopping centers operating
and under development in China. We sold our interests to affiliates of our Chinese partner for approximately $29 million, resulting in a loss of approximately $20 million. The loss on
sales of these wholly owned entities and our joint venture interests in China is included in "(Loss) gain on sale of assets and interests in unconsolidated entities" in the 2009 consolidated
statements of operations and comprehensive income.

On
February 4, 2010, we and our partner in Simon Ivanhoe, Ivanhoe Cambridge, entered into a definitive agreement to sell all of the interests in Simon Ivanhoe which owns seven
shopping centers located in France and Poland to Unibail-Rodamco. The joint venture partners will receive consideration of €715 million for the assets, subject to certain
post-closing adjustments. We expect our share of the gain on sale of our interests in Simon Ivanhoe to be approximately $300 million. The transaction is scheduled to close during
the first half of 2010, subject to customary closing conditions and regulatory approvals.

We
do not believe the sale of these properties and joint venture interests will have a material impact on our future results of operations or cash flows. We believe the disposition of
these assets will enhance the average overall quality of our portfolio.



New Domestic Developments.Given the significant downturn in the economy, we have substantially reduced
our development spending. On August 6,
2009, we opened Cincinnati Premium Outlets, a 400,000 square foot upscale manufacturers' outlet center located in Monroe, OH. The total cost to complete this project was approximately
$93.0 million, which was funded with available cash from operations. Also included in development projects is a 600,000 square foot Phase II expansion at The Domain, which is expected to
open in the first half of 2010. Other than these projects, our share of other 2009 new developments was not significant.

Strategic Domestic Expansions and Renovations.In addition to new development, we incur costs related to
construction for significant renovation and
expansion projects at our properties. On April 23, 2009, we opened The

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Promenade
at Camarillo Premium Outlets, a 220,000 square foot expansion of an existing center. The total cost to complete this project was approximately $73.0 million and was funded with
available cash from operations. Included in our renovation and expansion projects is the addition of Nordstrom at South Shore Plaza, which is expected to open in the first half of 2010. We expect to
fund this capital project with cash flow from operations. Our share of the cost of renovation or expansion projects that we expect to initiate or complete in 2010 is approximately
$40.0 million.



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

2009

2008

2007New Developments and Other

$
160

$
327

$
432Renovations and Expansions


159


432


349Tenant Allowances


43


72


106Operational Capital Expenditures


14


43


130Total

$
376

$
874

$
1,017


International Development Activity.We typically reinvest net cash flow from our international
investments to fund future international development
activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded our European investments with
Euro-denominated borrowings that act as a natural hedge against local currency fluctuations. This has also been the case with our Premium Outlet Centers in Japan and Mexico where we use
Yen and Peso denominated financing, respectively. Currently, our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso and other foreign currencies is not material. We
expect our share of international development costs for 2010 will be approximately $65.0 million.

The
carrying amount of our total combined investment in Simon Ivanhoe and GCI, as of December 31, 2009, including all related components of other comprehensive income, was
$298.8 million. On December 14, 2009, we made an additional capital contribution to GCI of $79.4 million which was used to fund certain liabilities of the joint venture. The
contribution increased our investment in GCI but did not impact our ownership percentage of the venture. Our investments in Simon Ivanhoe and GCI are accounted for using the equity method of
accounting. Currently, two European developments are under construction which will add approximately 942,000 square feet of GLA for a total net cost of approximately
€221 million, of which our share is approximately €53 million, or $76.0 million based on current Euro:USD exchange rates. Although we agreed to
sell our joint venture interest in Simon Ivanhoe in 2010, we and Ivanhoe Cambridge have the right to participate with Unibail-Rodamco in the potential development of up to five new retail projects in
the Simon Ivanhoe pipeline, subject to customary approval rights. We will own a 25% interest in any of these projects in which we agree to participate.

As
of December 31, 2009, the carrying amount of our 40% joint venture investment in the eight Japanese Premium Outlet Centers including all related components of other
comprehensive income was $302.2 million. In 2009, we completed construction and opened Ami Premium Outlets, a 224,500 square foot center located outside Tokyo, Japan. The project's total
projected net cost is JPY 15.4 billion, of which our share is approximately JPY 6.2 billion, or $66.8 million based on applicable Yen:USD exchange rates. We also completed
construction and opened a 171,800 square foot expansion at Kobe-Sanda Premium Outlets in Hyougo-ken, Japan. The project's total projected net cost is JPY 7.6 billion, of
which our share is approximately JPY 3.0 billion, or $33.0 million based on applicable Yen:USD exchange rates. Currently, Toki Premium Outlets Phase III and Tosu Premium Outlets
Phase III are under construction in Japan. Toki Premium Outlets Phase III is a 62,000 square foot expansion to the Toki Premium Outlet Center located in Toki, Japan. The project's total
projected net cost is JPY 2.2 billion, of which our share is approximately JPY 864 million, or $9.4 million based on applicable Yen:USD exchange rates. Tosu Premium Outlets
Phase III is a 52,000 square foot expansion to the Tosu Premium Outlet Center located in Fukuoka, Japan. The project's total projected net cost is JPY 3.2 billion, of which our share is
approximately JPY 1.3 billion, or $13.7 million based on applicable Yen:USD exchange rates.

We
hold a minority interest in Liberty which is a U.K. Real Estate Investment Trust that operates regional shopping centers and owns other prime retail assets throughout the U.K.
Liberty is a U.K. FTSE 100 listed company, with shareholders' funds of £3.2 billion and property investments of £6.1 billion, of which its U.K. regional
shopping centers comprise 70%. Assets of the group under control or joint control amount to £9.3 billion. Our interest in Liberty

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is
less than 6% of its outstanding shares. We adjust the carrying value of this investment quarterly using quoted market prices, including a related foreign exchange component.

Distributions and Stock Repurchase Program

Distributions during 2009 aggregated $2.70 per unit and were paid in a combination of cash and units. Distributions during 2008
aggregated $3.60 per unit and were paid entirely in cash. We must pay a minimum amount of distributions to maintain Simon Property's status as a REIT. Our distributions typically exceed our
consolidated net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Future distributions will be determined by the Simon Property Board of
Directors based on actual results of operations, cash available for distributions, and what may be required to maintain Simon Property's status as a REIT.

Simon
Property's Board of Directors had authorized the repurchase of up to $1.0 billion of common stock through July 2009. No purchases were made as part of this program in 2009.
The program was not renewed and has now expired.

Forward-Looking Statements

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,
uncertainties and other factors. Such factors include, but are not limited to: the impact of a prolonged recession, our ability to meet debt service requirements, the availability and terms of
financing, changes in our credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the
acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, changes in market rental rates,
trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties,
competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, and maintenance of our status as a real estate investment trust. We discuss
these and other risks and uncertainties under the heading "Risk Factors" in our
most recent Annual Report on Form 10-K. We may update that discussion in subsequent Quarterly Reports on Form 10-Q, but otherwise 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.

Item 7A.    Qualitative and Quantitative Disclosure About Market Risk

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

Item 8.    Financial Statements and Supplementary Data

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

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

None.

Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures.We carried out an evaluation under the supervision and with
participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end
of the period covered by this Annual Report on Form 10-K pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our management, including the chief
executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2009.

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Changes in Internal Control Over Financial Reporting.There was no change in our internal control over
financial reporting (as defined in
Rule 13a-15(f)) that occurred during the fourth quarter of 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.

Management's Report on Internal Control over Financial Reporting.We are responsible for establishing and
maintaining adequate internal control over
financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a
process designed by, or under the supervision of, Simon Property's Board of Directors, principal executive and principal financial officers and effected by Simon Property's management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted
accounting principles and includes those policies and procedures that:



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

We
assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, we used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based
on that assessment, we believe that, as of December 31, 2009, our internal control over financial reporting is effective based on those criteria. Our independent registered
public accounting firm has issued an audit report on their assessment of our internal control over financial reporting. Their report is included within Item 9A of this
Form 10-K.

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Report of Independent Registered Public Accounting Firm

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

We
have audited Simon Property Group, L.P. and Subsidiaries' internal control over financial reporting as of December 31, 2009 based on criteria established in Internal
Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Simon Property Group, L.P. and
Subsidiaries' management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting
included in the
accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership's internal control over financial reporting based on our
audit.

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

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

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

In
our opinion, Simon Property Group, L.P. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31,
2009, based on the COSO criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Simon Property
Group, L.P. and Subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three
years in the period ended December 31, 2009 of Simon Property Group, L.P. and Subsidiaries, and the financial statement schedule listed in the Index at Item 15, and our report
dated March 12, 2010 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLPIndianapolis, Indiana
March 12, 2010


Item 9B.    Other Information

During the fourth quarter of the year covered by this report, the Audit Committee of Simon Property Group, Inc.'s Board of
Directors approved certain non-audit tax compliance services to be provided by Ernst & Young, LLP, Simon Property's independent registered public accounting firm. This
disclosure is made pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

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Part III

Item 10.    Directors, Executive Officers and Corporate Governance

We are a limited partnership and Simon Property is our sole general partner. We do not have any directors or executive officers or any
equity securities registered under the Securities Exchange Act of 1934. Comparable information for Simon Property can be found in its periodic reports and proxy statements it files with the Securities
and Exchange Commission.

Item 11.    Executive Compensation

We are a limited partnership and Simon Property is our sole general partner. We do not have any directors or executive officers or any
equity securities registered under the Securities Exchange Act of 1934. Comparable information for Simon Property can be found in its periodic reports and proxy statements it files with the Securities
and Exchange Commission.

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

We are a limited partnership and Simon Property is our sole general partner. We do not have any directors or executive officers or any
equity securities registered under the Securities Exchange Act of 1934. Comparable information for Simon Property can be found in its periodic reports and proxy statements it files with the Securities
and Exchange Commission.

Item 13.    Certain Relationships and Related Transactions and Director Independence

We are a limited partnership and Simon Property is our sole general partner. We do not have any directors or executive officers or any
equity securities registered under the Securities Exchange Act of 1934. Comparable information for Simon Property can be found in its periodic reports and proxy statements it files with the Securities
and Exchange Commission.

Item 14.    Principal Accountant Fees and Services

The Audit Committee of Simon Property's Board of Directors pre-approves all audit and permissible non-audit
services to be provided by Ernst & Young LLP, our independent registered public accounting firm, prior to commencement of services. The Audit Committee has delegated to the Chairman of
the Audit Committee the authority to pre-approve specific services up to specified individual and aggregate fee amounts. These pre-approval decisions are presented to the full
Audit Committee at the next scheduled meeting after such approvals are made. We have
incurred fees as shown below for services from Ernst & Young as our independent registered public accounting firm. Ernst & Young has advised us that it has billed or will bill these
indicated amounts for the following categories of services for the years ended December 31, 2009 and 2008, respectively:

2009

2008Audit Fees (1)

$
2,853,000

$
2,776,000Audit-Related Fees (2)


5,119,000


5,254,000Tax Fees (3)


777,000


1,144,000All Other Fees








(1)Audit
Fees include fees for the audit of the financial statements and the effectiveness of internal control over financial reporting for us, Simon Property,
and certain of our subsidiaries and services associated with Securities and Exchange Commission registration statements, periodic reports, and other documents issued in connection with securities
offerings.(2)Audit-Related
Fees include audits of individual properties and schedules of recoverable common area maintenance costs to comply with lender, joint venture
partner or tenant requirements and accounting consultation and due diligence services. Our share of these Audit-Related Fees for the years ended 2009 and 2008 are approximately 46% and 51%,
respectively.(3)Tax
Fees include fees for international and other tax consulting services. Tax Fees also include return compliance services associates with the tax returns
for The Mills Corporation and related subsidiaries and joint ventures. Our share of these fees for 2009 and 2008 is approximately 75% and 35%, respectively.


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Part IV

Item 15.    Exhibits and Financial Statement Schedules



Page No.(1)

Financial StatementsReport of Independent Registered Public Accounting Firm


70Consolidated Balance Sheets as of December 31, 2009 and 2008


71Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007


72Consolidated Statements of Cash Flow for the years ended December 31, 2009, 2008 and 2007


73Consolidated Statements of Equity for the years ended December 31, 2009, 2008 and 2007


74Notes to Consolidated Financial Statements


75(2)

Financial Statement ScheduleSimon Property Group, L.P. and Subsidiaries Schedule III  Schedule of Real Estate and Accumulated Depreciation


111Notes to Schedule III


118(3)

ExhibitsThe Exhibit Index attached hereto is hereby incorporated by reference to this Item.


119


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Report of Independent Registered Public Accounting Firm

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

We
have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. and Subsidiaries as of December 31, 2009 and 2008, and the related consolidated
statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2009. Our audit also included the financial statement
schedule listed in the Index at Item 15. These financial statements and schedule are the
responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

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

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Simon Property Group, L.P. and
Subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in
conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth therein.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Simon Property Group, L.P. and Subsidiaries' internal
control over financial reporting as of December 31, 2009, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated March 12, 2010, expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLPIndianapolis, Indiana
March 12, 2010


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

December 31, 2009

December 31, 2008ASSETS:Investment properties, at cost

$
25,336,189

$
25,205,715Less  accumulated depreciation


7,004,534


6,184,28518,331,655


19,021,430Cash and cash equivalents


3,957,718


773,544Tenant receivables and accrued revenue, net


402,729


414,856Investment in unconsolidated entities, at equity


1,468,577


1,663,886Deferred costs and other assets


1,155,587


1,028,333Note receivable from related party


632,000


520,700Total assets

$
25,948,266

$
23,422,749LIABILITIES:Mortgages and other indebtedness

$
18,630,302

$
18,042,532Accounts payable, accrued expenses, intangibles, and deferred revenue


987,530


1,086,248Cash distributions and losses in partnerships and joint ventures, at equity


457,754


380,730Other liabilities and accrued distributions


159,345


155,151Total liabilities


20,234,931


19,664,661COMMITMENTS AND CONTINGENCIESPreferred Units, various series, at liquidation value, and noncontrolling redeemable interests in properties


530,373


656,121EQUITY:Partners' EquityPreferred units, 796,948 and 891,183 units outstanding, respectively. Liquidation values $39,847 and $42,486, respectively


45,704


48,671General Partner, 285,748,271 and 231,319,644 units outstanding, respectively


4,412,433


2,576,307Limited Partners, 57,804,779 and 56,368,410 units outstanding, respectively


892,603


627,799Total partners' equity


5,350,740


3,252,777Nonredeemable noncontrolling deficit interests in properties, net


(167,778
)

(150,810
)Total equity


5,182,962


3,101,967Total liabilities and equity

$
25,948,266

$
23,422,749


The accompanying notes are an integral part of these statements.

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

For the Twelve Months Ended December 31,2009

2008

2007REVENUE:Minimum rent

$
2,316,838

$
2,291,919

$
2,154,713Overage rent


84,922


100,222


110,003Tenant reimbursements


1,062,227


1,065,957


1,023,164Management fees and other revenues


124,059


132,471


113,740Other income


187,170


192,586


249,179Total revenue


3,775,216


3,783,155


3,650,799EXPENSES:Property operating


425,703


455,874


454,510Depreciation and amortization


997,598


969,477


905,636Real estate taxes


333,957


334,657


313,311Repairs and maintenance


91,736


107,879


120,224Advertising and promotion


93,565


96,783


94,340Provision for credit losses


22,655


24,035


9,562Home and regional office costs


110,048


144,865


136,610General and administrative


18,124


20,987


19,587Impairment charge


197,353


16,489


Transaction expenses


5,697





Other


72,088


69,061


62,987Total operating expenses


2,368,524


2,240,107


2,116,767OPERATING INCOME


1,406,692


1,543,048


1,534,032Interest expense


(992,065
)

(947,140
)

(945,852
)Loss on extinguishment of debt





(20,330
)

Income tax benefit (expense) of taxable REIT subsidiaries


5,220


(3,581
)

11,322Income from unconsolidated entities


40,220


32,246


38,120Impairment charge from investments in unconsolidated entities


(42,697
)

(4,683
)

(55,061
)(Loss) gain on sale of assets and interests in unconsolidated entities


(30,108
)




92,044Consolidated income from continuing operations


387,262


599,560


674,605Discontinued operations





(25
)

(117
)Loss on sale of discontinued operations








(35,252
)CONSOLIDATED NET INCOME


387,262


599,535


639,236Net income attributable to noncontrolling interests


5,496


11,091


12,903Preferred unit requirements


38,194


58,718


76,655NET INCOME ATTRIBUTABLE TO UNITHOLDERS

$
343,572

$
529,726

$
549,678NET INCOME ATTRIBUTABLE TO UNITHOLDERS
ATTRIBUTABLE TO:General Partner

$
283,098

$
422,517

$
436,164Limited Partners


60,474


107,209


113,514Net income attributable to unitholders

$
343,572

$
529,726

$
549,678BASIC EARNINGS PER UNITIncome from continuing operations

$
1.06

$
1.88

$
2.09Discontinued operations








(0.13
)Net income attributable to unitholders

$
1.06

$
1.88

$
1.96DILUTED EARNINGS PER UNITIncome from continuing operations

$
1.05

$
1.87

$
2.08Discontinued operations








(0.13
)Net income attributable to unitholders

$
1.05

$
1.87

$
1.95Consolidated net income

$
387,262

$
599,535

$
639,236Unrealized gain (loss) on interest rate hedge agreements


1,509


(50,973
)

(10,760
)Net (loss) gain on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense


(14,754
)

(3,205
)

902Currency translation adjustments


(8,244
)

(6,953
)

6,297Changes in available-for-sale securities and other


224,694


(168,619
)

2,020Comprehensive income


590,467


369,785


637,695Comprehensive income attributable to noncontrolling interests


5,496


11,091


12,903Comprehensive income attributable to unitholders

$
584,971

$
358,694

$
624,792


The accompanying notes are an integral part of these statements.

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

For the Twelve Months Ended December 31,2009

2008

2007CASH FLOWS FROM OPERATING ACTIVITIES:Consolidated net income

$
387,262

$
599,535

$
639,236Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization


1,009,490


956,827


875,284Impairment charges


240,050


21,172


55,061Loss (gain) on sale of assets and interests in unconsolidated entities


30,108





(92,044
)Loss on sale of discontinued operations








35,252Straight-line rent


(24,653
)

(33,672
)

(20,907
)Equity in income of unconsolidated entities


(40,220
)

(32,246
)

(38,120
)Distributions of income from unconsolidated entities


105,318


118,665


101,998Changes in assets and liabilities Tenant receivables and accrued revenue, net


37,465


(14,312
)

(40,976
)Deferred costs and other assets


(28,089
)

(21,295
)

(70,138
)Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities


3,789


41,213


114,786Net cash provided by operating activities


1,720,520


1,635,887


1,559,432CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions








(263,098
)Funding of loans to related parties


(120,000
)

(8,000
)

(2,752,400
)Repayments of loans from related parties


8,700


35,300


2,204,400Capital expenditures, net


(376,275
)

(874,286
)

(1,017,472
)Cash impact from the consolidation and de-consolidation of properties








6,117Net proceeds from sale of partnership interest, other assets and discontinued operations


33,106





56,374Investments in unconsolidated entities


(107,204
)

(137,509
)

(687,327
)Purchase of marketable and non-marketable securities


(132,984
)

(355,994
)

(29,644
)Sale of marketable securities


74,116


8,997


16,989Distributions of capital from unconsolidated entities and other


201,550


309,217


416,485Net cash used in investing activities


(418,991
)

(1,022,275
)

(2,049,576
)CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of units


1,642,228


11,106


156,710Purchase of preferred units and partnership units





(16,009
)

(83,993
)Preferred unit redemptions


(87,689
)

(1,845
)

(300,468
)Distributions to noncontrolling interest holders in properties


(30,706
)

(28,251
)

(91,032
)Contributions from noncontrolling interest holders in properties


2,795


4,005


2,903Partnership distributions


(186,050
)

(1,075,895
)

(1,020,674
)Mortgage and other indebtedness proceeds, net of transaction costs


3,220,706


4,456,975


5,577,083Mortgage and other indebtedness principal payments


(2,678,639
)

(3,692,136
)

(4,177,763
)Net cash provided by (used in) financing activities


1,882,645


(342,050
)

62,766INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


3,184,174


271,562


(427,378
)CASH AND CASH EQUIVALENTS, beginning of year


773,544


501,982


929,360CASH AND CASH EQUIVALENTS, end of year

$
3,957,718

$
773,544

$
501,982


The accompanying notes are an integral part of these statements.

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

Preferred
Units

Simon Property
(Managing General
Partner)

Limited
Partners

Noncontrolling
interests

Total EquityBalance at December 31, 2006

$
202,859

$
3,070,882

$
831,392

$
(64,457
)
$
4,040,676General partner contributions (231,025 units)





7,604








7,604Series J preferred stock premium and amortization


(328
)










(328
)Accretion of preferred units


1,157











1,157Issuance of 147,241 limited partner common units for the purchase of Maine Premium Outlets








16,362





16,362Issuance of 67,309 limited partner common units to the Mills Limited Partners








8,055





8,055Series C preferred units (160,865 units) converted to limited partner common units (121,727 units)


(4,504
)




4,504





Series I preferred units (65,907 units) converted to common units (51,987 units)





3,296








3,296Series I preferred units (606,400 units) converted to limited partner common units (478,144 units)








30,320





30,320Limited partner units converted to common units (1,692,474 units)





22,781


(22,781
)




Series G preferred stock redemption (3,000,000 units)


(150,000
)










(150,000
)Series L preferred stock issuance (6,000,000 units)


150,000











150,000Series L preferred stock redemption (6,000,000 units)


(150,000
)










(150,000
)Treasury unit purchase (572,000 units)





(49,269
)







(49,269
)Stock incentive program (222,725 units, net)














Amortization of stock incentive





26,779








26,779Common units retired (23,000)





(2,291
)







(2,291
)Other (includes 322,135 limited partner units converted to cash)





(8,236
)

(36,837
)

(7,687
)

(52,760
)Adjustment to limited partners' interest from increased ownership in the Operating Partnership





26,466


(26,466
)




Distributions, excluding distributions on preferred interests classified as temporary equity


(13,268
)

(749,196
)

(194,823
)

(82,010
)

(1,039,297
)Net income, excluding preferred distributions on temporary equity preferred units of $63,387


13,268


436,164


113,514


12,903


575,849Other comprehensive income (loss)





(1,152
)

(389
)




(1,541
)Balance at December 31, 2007

$
49,184

$
2,783,828

$
722,851

$
(141,251
)
$
3,414,612General partner contributions (282,106 units)





11,886








11,886Series J preferred stock premium and amortization


(329
)










(329
)Series C preferred units (6,583 units) converted to limited partner common units (4,981 units)


(184
)




184





Series I preferred units (6,437,072 units) converted to common units (5,151,776 units)





321,854








321,854Series I preferred units (1,493,904 units) converted to limited partner common units (1,187,238 units)








74,695





74,695Limited partner units converted to common units (2,574,608 units)





31,351


(31,351
)




Stock incentive program (276,872 units, net)














Amortization of stock incentive





28,640








28,640Other (includes 162,451 limited partner units converted to cash)





(5,834
)

(16,797
)

5,103


(17,528
)Adjustment to limited partners' interest from increased ownership in the Operating Partnership





(23,455
)

23,455





Distributions, excluding distributions on preferred interests classified as temporary equity


(3,531
)

(811,327
)

(205,850
)

(25,753
)

(1,046,461
)Net income, excluding preferred distributions on temporary equity preferred units of $55,187


3,531


422,517


107,209


11,091


544,348Other comprehensive income (loss)





(183,153
)

(46,597
)




(229,750
)Balance at December 31, 2008

$
48,671

$
2,576,307

$
627,799

$
(150,810
)
$
3,101,967General partner contributions (181,850 units)





4,725








4,725Issuance of units related to Simon Property public offerings (40,250,000 units)





1,638,340








1,638,340Series J preferred stock premium and amortization


(328
)










(328
)Limited partner units converted to common units (1,866,474 units)





24,033


(24,033
)




Series C preferred units (94,235 units) converted to limited partner units (51,447 units)








2,638





2,638Series D preferred units (1,269,524 units) converted to limited partner units (614,055 units)








38,086





38,086Stock incentive program (254,227 units, net)














Amortization of stock incentive





22,870








22,870Other


(2,639
)

(5,276
)

624


2,712


(4,579
)Adjustment to limited partners' interest from increased ownership in the Operating Partnership





(171,446
)

171,446





Distributions, excluding distributions on preferred interests classified as temporary equity


(3,337
)

(742,699
)

(159,392
)

(25,176
)

(930,604
)Units issued to common unitholders (11,876,076 units) and limited partners (2,637,341 units)





620,503


133,734





754,237Net income, excluding preferred distributions on temporary equity preferred units of $34,857


3,337


283,098


60,474


5,496


352,405Other comprehensive income (loss)





161,978


41,227





203,205Balance at December 31, 2009

$
45,704

$
4,412,433

$
892,603

$
(167,778
)
$
5,182,962


The accompanying notes are an integral part of these statements.

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Table of Contents



Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements

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

1.    Organization

Simon Property Group, L.P. is a Delaware limited partnership and the majority-owned subsidiary of Simon Property Group, Inc. In these notes to consolidated financial
statements, the terms "Operating Partnership", "we", "us" and "our" refer to Simon Property Group, L.P., and its subsidiaries and the term "Simon Property" refers to Simon
Property Group, Inc. Simon Property is a self-administered and self-managed real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"). Pursuant to our partnership agreement, we are required to pay all expenses of Simon Property.

We
own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle
centers. As of December 31, 2009, we owned or held an interest in 321 income-producing properties in the United States, which consisted of 162 regional malls, 41 Premium Outlet centers, 67
community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition, and 15 other shopping centers or outlet centers in 41 states and Puerto
Rico. Of the 36 properties acquired in the Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. We also own an interest in one parcel of land
held in the United States for future development. Internationally, as of December 31, 2009, we had ownership interests in 51 European shopping centers (France, Italy and Poland), eight
Premium Outlet centers in Japan, one Premium Outlet center in Mexico, and one Premium Outlet center in South Korea. Also, through joint venture arrangements we have a 24% interest in two shopping
centers in Italy currently under development.

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



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

We
also generate supplemental revenue from the following activities:



2.    Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of all majority-owned subsidiaries, and all significant intercompany amounts have been eliminated.

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



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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

2.    Basis of Presentation and Consolidation (Continued)

We
also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Our determination of the primary beneficiary of a VIE considers all
relationships between us and the VIE, including management agreements and other contractual arrangements, when determining the party obligated to absorb the majority of the expected losses, as
defined, by accounting standards. There have been no changes during 2009 in conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously
identified VIE. During 2009, we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide.

Investments
in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We
initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint
venture agreement, and cash contributions and distributions. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held
by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded
investments in and our share of net income of the joint ventures within "Cash distributions and losses in partnerships and joint ventures, at equity" in the consolidated balance sheets. The net equity
of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for
depreciation and amortization.

As
of December 31, 2009, we consolidated 200 wholly-owned properties and 18 additional properties that are less than wholly-owned, but which we control or for which we are the
primary beneficiary. We account for the remaining 164 properties using the equity method of accounting (joint venture properties). We manage the day-to-day operations of 93 of
the 164 joint venture properties but have determined that our partner or partners have substantive participating rights in regards to the assets and operations of these joint venture properties. Our
investments in joint ventures in Europe, Japan, Mexico and Korea comprise 61 of the remaining 71 properties. The international properties are managed by joint ventures in which we share oversight
responsibility with our partner. Additionally, we account for our investment in SPG-FCM Ventures, LLC, or SPG-FCM, which acquired The Mills Corporation and its
majority-owned subsidiary, The Mills Limited Partnership, or collectively Mills, in April 2007, using the equity method of accounting. We have determined that SPG-FCM is not a VIE and that
Farallon Capital Management, L.L.C., or Farallon, our joint venture partner, has substantive participating rights with respect to the assets and operations of SPG-FCM pursuant to the
applicable partnership agreements.

We
allocate our net operating results after preferred distributions based on our partners' respective ownership. In addition, Simon Property owns series of our preferred units that have
terms comparable to outstanding shares of Simon Property preferred stock. Simon Property's weighted average ownership interest in us was as follows:

For the Year Ended
December 31,2009

2008

2007Weighted average ownership interest


82.4
%

79.8
%

79.4
%


As
of December 31, 2009 and 2008, Simon Property's ownership interest was 83.2% and 80.4%, respectively. We adjust the limited partners' interest at the end of each period to
reflect their ownership interest.



We made certain reclassifications of prior period amounts in the consolidated financial statements to conform to the 2009 presentation.
These reclassifications had no impact on previously reported net income available to common unitholders or earnings per unit.

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies



We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and
construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and
replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items
are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the
construction period. The amount of interest capitalized during each year is as follows:

For the Year Ended
December 31,2009

2008

2007Capitalized interest

$
14,502

$
27,847

$
35,793


We
record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 40 years. We
review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances, tenant inducements and tenant
improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing
the straight-line method over seven to ten years.

We
review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of
investment properties may not be recoverable. These circumstances include, but are not limited to, declines in cash flows, occupancy and comparable sales per square foot at the property. We measure
any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value 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 estimate fair value using unobservable market data such as
operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these
properties may differ from their carrying values. We also review our investments including investments in unconsolidated entities if events or circumstances change indicating that the carrying amount
of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments is other-than-temporary.

Certain
of our real estate assets contain asbestos. The asbestos is appropriately contained, in accordance with current environmental regulations, and we have no current plans to remove
the asbestos. If these properties were demolished, certain environmental regulations are in place which specify the manner in which the asbestos must be handled and disposed. Because the obligation to
remove the asbestos has an indeterminable settlement date, we are not able to reasonably estimate the fair value of this obligation.



We allocate the purchase price of acquisitions to the various components of the acquisition based upon the fair value of each component
which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and
intangibles related to in-place leases and we estimate:



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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)



Amounts
allocated to building are depreciated over the estimated remaining life of the acquired building or related improvements. We amortize amounts allocated to tenant improvements,
in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which
are amortized over the remaining life of the underlying related leases or intangibles.



We reclassify any material operations and gains or losses on disposal related to consolidated properties sold during the period to
discontinued operations. During 2007, we reported the net loss upon sale on five consolidated assets sold in "Loss on sale of discontinued operations" in the consolidated statements of operations and
comprehensive income. The operating results of the assets disposed of in 2007 were not significant to our consolidated results of operations. There were no consolidated assets sold during 2008. During
2009, we reported the net loss of approximately $9.8 million upon the sale of four consolidated assets in "(Loss) gain on sales of assets and interests in unconsolidated entities" in the
consolidated statements of operations and comprehensive income. The loss on these assets and the operating results were not significant to our consolidated results of operations.



We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash
equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements, and
money markets. Our gift card programs are administered by banks. We collect gift card funds at the point of sale and then remit those funds to the banks for further processing. As a result, cash and
cash equivalents, as of December 31, 2009 and 2008, includes a balance of $38.1 million and $29.8 million, respectively, related to these gift card programs which we do not
consider available for general working capital purposes. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts
receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance
limits. See Notes 4, 8, and 10 for disclosures about non-cash investing and financing transactions.



Marketable securities consist primarily of the investments of our captive insurance subsidiaries, our investment in shares of stock of
Liberty International PLC, or Liberty, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment
properties that have been sold.

The
types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as
corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted
market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries
is adjusted for amortization of premiums and accretion of discounts to maturity. Our investment in Liberty is also accounted for as an available-for-sale security. Liberty
operates regional shopping centers and is the owner of other retail assets throughout the United Kingdom, as well as certain real estate assets in the U.S. Our interest in Liberty is adjusted to

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

their
quoted market price, including a related foreign exchange component. Changes in the values of these securities are recognized in accumulated other comprehensive loss until the gain or loss is
realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary
impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is
recorded and a new cost basis is established. Subsequent changes are then recognized through other comprehensive income unless another other-than-temporary impairment is deemed
to have occurred.

During
2009, we recognized a non-cash charge of $140.5 million, or $0.44 per diluted unit, representing an other-than-temporary impairment in
fair value below the carrying value of our investment in Liberty. At June 30 and December 31, 2009, we owned 35.4 million shares at a weighted average original cost per share of
£5.74. As of June 30 and December 31, 2009, Liberty's quoted market price was £3.97 and £5.15 per share, respectively. As a result of the significance
and duration of the decline in the total share price at June 30, 2009, including currency revaluations, we deemed the decline in value as other-than-temporary impairment
establishing a new cost basis of our investment in Liberty. As a result, changes in available-for-sale securities and other in the 2009 consolidated statement of operations and
comprehensive income include the reclassification of $140.5 million from accumulated other comprehensive loss to earnings related to this non-cash charge. Prior to the quarter
ending June 30, 2009, the changes in value of our Liberty investment were reflected in other comprehensive income. Effective July 1, 2009, we resumed marking to market our Liberty
investment through other comprehensive income. The resulting mark-to-market adjustment at December 31, 2009 was an increase in the carrying value of Liberty of
$58.2 million with a corresponding adjustment in other comprehensive income.

Our
insurance subsidiaries 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
limited. Our deferred compensation plan
investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability recorded as the amounts are fully payable to the employees
that earned the compensation. Changes in the values of these securities and changes to the matching liability to employees are both recognized in earnings and as a result the impact to consolidated
net income is zero. As of December 31, 2009 and 2008, we have investments of $51.7 million and $53.4 million, respectively, which must be used to fund the debt service
requirements of debt related to investment properties sold. These investments are classified as held-to-maturity and are recorded at amortized cost as we have the ability and
intent to hold these investments to maturity.

During
2008, we made an investment of $70 million in a non-marketable security that we account for under the cost method. To the extent an
other-than-temporary decline in fair value is deemed to have occurred, we would adjust this investment to its estimated fair value.

Net
unrealized gains as of December 31, 2009 were approximately $59.4 million and represented the valuation and related currency adjustments for our marketable securities.
As of December 31, 2009, other than the adjustment related to our investment in Liberty recorded during the second quarter, we do not consider any decline in value of any of our other
marketable and non-marketable securities to be an other-than-temporary impairment, as these market value declines, if any, are not significant, have existed for a
short period of time, and, in the case of debt securities, we have the ability and intent to hold these securities to maturity.



We hold marketable securities that total $464.1 million at December 31, 2009, and are considered to have Level 1
fair value inputs. In addition, we have derivative instruments which are classified as having Level 2 inputs which consist primarily of interest rate swap agreements with a gross liability
balance of $13.0 million and a gross asset balance of $0.3 million and interest rate cap agreements with a minimal asset value. Level 1 fair value inputs are quoted prices for
identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and
appropriately consider counterparty

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

creditworthiness
in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the
measurement date. The inputs are unobservable in the market and significant to the valuation estimate. Certain wholly owned assets and equity method investments in real estate were determined to be
impaired in 2009. We used Level 3 inputs in estimating the fair value of these assets to measure our impairment. Note 8 includes discussion of the fair value of debt.



We prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the
United States, or 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.



Our primary business is the ownership, development, and management of retail real estate. We have aggregated our retail operations,
including regional malls, Premium Outlet Centers, The Mills, and community/lifestyle centers, into one reportable segment because they have similar economic characteristics and we provide similar
products and services to similar types of tenants. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues.



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

2009

2008Deferred financing and lease costs, net

$
265,906

$
237,619In-place lease intangibles, net


13,900


33,280Acquired above market lease intangibles, net


19,424


32,812Marketable securities of our captive insurance companies


75,703


105,860Goodwill


20,098


20,098Other marketable securities


388,427


210,867Prepaids, notes receivable and other assets, net


372,129


387,797$
1,155,587

$
1,028,333




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

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

leasing
costs on a straight-line basis over the terms of the related leases. Details of these deferred costs as of December 31 are as follows:

2009

2008Deferred financing and lease costs

$
417,975

$
444,220Accumulated amortization


(152,069
)

(206,601
)Deferred financing and lease costs, net

$
265,906

$
237,619


We
report amortization of deferred financing costs, amortization of premiums, and accretion of discounts as part of interest expense. Amortization of deferred leasing costs is a
component of depreciation and amortization expense. We amortize debt premiums and discounts, which are included in mortgages and other indebtedness, over the remaining terms of the related debt
instruments. These debt premiums or discounts arise either at the debt issuance or as part of the purchase price allocation of the fair value of debt assumed in acquisitions. The accompanying
statements of operations and comprehensive income include amortization as follows:

For the Year Ended December 31,2009

2008

2007Amortization of deferred financing costs

$
20,408

$
17,044

$
15,467Amortization of debt premiums, net of discounts


(10,627
)

(14,701
)

(23,000
)Amortization of deferred leasing costs


32,744


31,674


26,033




The average life of in-place lease intangibles is approximately 5.5 years and is amortized over the remaining life
of the leases of the related property on the straight-line basis and is included with depreciation and amortization in the consolidated statements of operations and comprehensive income.
The fair market value of above and below market leases is amortized into revenue over the remaining lease life as a component of reported minimum rents. The weighted average remaining life of these
intangibles is approximately 1.2 years. The unamortized amount of below market leases is included in "Accounts payable, accrued expenses, intangibles and deferred revenues" in the consolidated
balance sheets and was $60.9 million and $94.3 million as of December 31, 2009 and 2008, respectively. The amount of amortization of above and below market leases, net for the
years ended December 31, 2009, 2008, and 2007 was $20.0 million, $35.4 million, and $44.6 million, respectively. If a lease is terminated prior to the original lease
termination, any remaining unamortized intangible is charged to earnings.

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

2009

2008In-place lease intangibles

$
90,183

$
160,125Accumulated amortization


(76,283
)

(126,845
)In-place lease intangibles, net

$
13,900

$
33,280Acquired above market lease intangibles

$
104,690

$
144,224Accumulated amortization


(85,266
)

(111,412
)Acquired above market lease intangibles, net

$
19,424

$
32,812


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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

Estimated
future amortization, and the increasing (decreasing) effect on minimum rents for our above and below market leases as of December 31, 2009 are as follows:

Below Market
Leases

Above Market
Leases

Increase to
Minimum
Rent, Net2010

$
22,117

$
(6,958
)
$
15,1592011


15,663


(4,909
)

10,7542012


10,669


(3,703
)

6,9662013


6,527


(2,592
)

3,9352014


2,803


(1,119
)

1,684Thereafter


3,124


(143
)

2,981$
60,903

$
(19,424
)
$
41,479




On January 1, 2009, we adopted newly issued accounting guidance on disclosures about derivative instruments and hedging
activities which amends and expands previous disclosure requirements. The guidance requires qualitative disclosures about objectives and strategies for using derivatives and quantitative
disclosures about the fair value of and gains and losses on derivative instruments. We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of
derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship
has satisfied the criteria necessary to apply hedge accounting. We use a variety of derivative financial instruments in the normal course of business to manage or hedge the risks associated with our
indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this
objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a
result, there was no significant ineffectiveness from any of our derivative activities during the period. We formally designate any instrument that meets these hedging criteria as a hedge at the
inception of the derivative contract.

As
of December 31, 2009, we had the following outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative

Number of Instruments

Notional AmountInterest Rate Swaps


4

$
694.2 millionInterest Rate Caps


3

$
388.4 million


The
carrying value of our interest rate swap agreements, at fair value, is a net liability of $12.7 million as of December 31, 2009, of which $13.0 million is
included with other liabilities and $0.3 million is included with deferred costs and other assets. The interest rate cap agreements were of no net value at December 31, 2009 and we
generally do not apply hedge accounting to these arrangements. The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive
loss from joint venture properties, was approximately $52.3 million as of December 31, 2009.

We
are also exposed to fluctuations in foreign exchange rates on investments denominated in a foreign currency that we hold, primarily in Japan and Europe. We use currency forward
agreements to manage our exposure to changes in foreign exchange rates on certain Yen-denominated receivables. Currency forward agreements involve fixing the USD-Yen exchange
rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in US dollars for their fair value at or close to their
settlement date. We entered into USD-Yen forwards during 2009 for approximately ¥3 billion that we expect to receive through April 2011

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

at
an average exchange rate of 97.1 USD:Yen, of which approximately ¥1.6 billion remains as of December 31, 2009. The December 31, 2009 liability balance
related to these forwards was $0.7 million and is included in other liabilities. We have reflected the changes in fair value for these forward contracts in earnings. The underlying currency
adjustments on the foreign-denominated receivables are also reflected in income and generally offset the amounts in earnings for these forward contracts.

We
have no credit-risk-related hedging or derivative activities.



Effective January 1, 2009, we adopted a newly issued accounting standard for noncontrolling interests, which requires a
noncontrolling interest in a subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be included within consolidated
net income. This standard also requires consistency in the manner of reporting changes in the parent's ownership interest and requires fair value measurement of any noncontrolling equity investment
retained in a deconsolidation. In connection with our adoption, which was fully reflected in our December 31, 2008
Form 10-K/A, we also reviewed and retrospectively adopted the measurement and classification provisions for redeemable securities as further discussed below. As a result, we adjust
the carrying amounts of noncontrolling redeemable interests held by third parties in certain of our properties to redemption values at each reporting date. Because holders of the noncontrolling
redeemable interests in properties can require us to redeem these interests for cash, we classify these noncontrolling redeemable interests outside of permanent equity. Adjustments to the carrying
amounts of these noncontrolling redeemable interests in properties, to reflect the change in redemption value at the end of each reporting period, are recorded to partners' equity.

We
classify our 6% Series I Convertible Perpetual Preferred Units, or Series I preferred units, our Series D 8% Cumulative Redeemable Preferred Units, or
Series D preferred units, and our 7.5% Cumulative Redeemable Preferred Units, or 7.5% preferred units, in temporary equity due to the possibility that we could be required to redeem the
securities for cash. For the Series I preferred units, the holders have the ability to redeem this series of preferred units for cash upon the occurrence of a change in control event, which
would include a change in the majority of the directors on Simon Property Group's Board of Directors, or the Board, that occurs over a two year period. Such a change in Board composition could be
deemed outside of our control. For the Series D preferred units and 7.5% preferred units, the redemption of these series of preferred units requires the delivery of fully registered shares of
Simon Property common stock. The previous and current carrying amount of all of these series of preferred units is equal to their liquidation value, which is the amount payable upon the occurrence of
any event that could potentially result in cash settlement.

Our
evaluation of the appropriateness of classifying the units held by Simon Property and limited partners within permanent equity considered several significant factors in determining
the appropriate classification of those units in the consolidated balance sheets. First, as a limited partnership, all routine decisions relating to our operations and distributions are made by Simon
Property, acting as our sole General Partner. The decisions of the General Partner are made by the Board and Simon Property's management. We have no other governance structure. Secondly, the sole
asset of Simon Property is its interest in us. As a result, a share of Simon Property common stock (if owned by us) is best characterized as being similar to a treasury share and thus not an asset of
the Operating Partnership.

Limited
partners have the right under our partnership agreement to exchange their units for shares of Simon Property common stock or cash as selected by the General Partner.
Accordingly, we classify limited partner units in permanent equity because we have the unrestricted ability to issue shares of Simon Property common stock to limited partners exercising their exchange
rights rather than using cash or other assets. Under our partnership agreement, we are required to redeem units held by Simon Property only when Simon Property has redeemed shares of its common stock.
We classify units held by Simon Property in permanent equity because the decision to redeem those units would be made through our governance structure, with Simon Property making the decision on our
behalf.

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

The components of the carrying value, which is at liquidation value, of the preferred units and the carrying amount
of the noncontrolling redeemable interests in properties classified in temporary equity are further discussed in Note 10.

Net
income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties) is now a component of consolidated net income. In
addition, the individual components of other comprehensive income are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling
interests deducted from comprehensive income attributable to unitholders.

A
rollforward of noncontrolling interests for the years ending December 31 is as follows:

2009

2008

2007Noncontrolling nonredeemable interests, beginning of period

$
(150,810
)
$
(141,251
)
$
(64,457
)Net income attributable to noncontrolling interests


5,496


11,091


12,903Distributions to noncontrolling interest holders


(25,176
)

(25,753
)

(82,010
)Other


2,712


5,103


(7,687
)Total noncontrolling nonredeemable interests in properties, end of period

$
(167,778
)
$
(150,810
)
$
(141,251
)




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

2009

2008Cumulative translation adjustments

$
(10,768
)
$
(2,524
)Accumulated derivative losses, net


(52,345
)

(39,100
)Net unrealized gains (losses) on marketable securities, net


59,358


(165,336
)Total accumulated other comprehensive loss

$
(3,755
)
$
(206,960
)


Included
in cumulative translation adjustment is the loss related to the impact of exchange rate fluctuations on foreign currency denominated debt of $1.7 million and
$46.9 million at December 31, 2009 and 2008, respectively, that hedges the currency exposure related to certain of our foreign investments. The net unrealized gains as of
December 31, 2009 of $59.4 million represents the valuation and related currency adjustments for our marketable securities, primarily related to our investment in Liberty. In the second
quarter of 2009 we reclassified $140.5 million from accumulated other comprehensive loss to earnings related to our investment in Liberty as a result of our assessment that the decline in value
was deemed an other-than-temporary impairment.



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 exceed the applicable sales threshold.

We
structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from
our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

expenses,
including common area maintenance, or CAM, real estate taxes and insurance. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation.
Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. We accrue reimbursements from tenants for
recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. For approximately 80% of our leases in the U.S. regional mall portfolio, we receive a
fixed payment from the tenant for the CAM component. Without the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating
expenses and CAM capital expenditures for the property. We also receive escrow payments for these reimbursements from substantially all our non-fixed CAM tenants and monthly fixed CAM
payments throughout the year. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented.
Our advertising and promotional costs are expensed as incurred.



Management fees and other revenues are generally received from our unconsolidated joint venture properties as well as third parties.
Management fee revenue is earned based on a contractual percentage of joint venture property revenue. Development fee revenue is earned on a contractual percentage of hard costs to develop a property.
Leasing fee revenue is earned on a contractual per square foot charge based on the square footage of current year leasing activity. We recognize revenue for these services provided when earned based
on the underlying 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 third-party actuaries and management's best
estimates. Total insurance reserves for our insurance subsidiaries and other self-insurance programs as of December 31, 2009 and 2008 approximated $117.2 million and
$116.5 million, respectively, and are included in "Other liabilities and accrued distributions" in the Consolidated Balance Sheets.

We
recognize fee revenues from our co-branded gift card programs when the fees are earned under the related arrangements with the card issuer. Generally, these revenues are
recorded at the issuance of the gift card for handling fees.



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. Accounts are written off when
they are deemed to be no longer collectible. Presented below is the activity in the allowance for credit losses and includes the activities related to discontinued operations during the following
years:

For the Year Ended December 31,2009

2008

2007Balance, beginning of period

$
44,650

$
33,810

$
32,817Consolidation of previously unconsolidated entities








495Provision for credit losses


22,655


24,037


9,672Accounts written off, net of recoveries


(22,118
)

(13,197
)

(9,174
)Balance, end of period

$
45,187

$
44,650

$
33,810


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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)



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

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

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

As
of December 31, 2009 and 2008, we had a net deferred tax asset of $8.7 million and $8.9 million, respectively, related to our TRS subsidiaries. The net deferred
tax asset is included in deferred costs and other assets in the accompanying consolidated balance sheets and consists primarily of operating losses and other carryforwards for federal income tax
purposes as well as the timing of the deductibility of losses or reserves from insurance subsidiaries. No valuation allowance has been recorded as we believe these amounts will be realized. State
income, franchise or other taxes were not significant in any of the periods presented.

4.    Real Estate Acquisitions, Disposals, and Impairment

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



We had no consolidated property acquisitions during the year ended December 31, 2009.



Effective January 1, 2008, we acquired additional interests in three existing consolidated properties of between 1.8% and 5%,
for an aggregate $6.2 million in cash. Two of the properties continue to have a noncontrolling interest holder. We now own 100% of the third property.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

4.    Real Estate Acquisitions, Disposals, and Impairment (Continued)



As a result of the Mills acquisition which is more fully discussed in Note 7, we consolidated two regional mall properties, Town
Center at Cobb and Gwinnett Place. In addition to the Mills acquisition, on March 1, 2007, we acquired the remaining 40% interest in both University Park Mall and University Center located in
Mishawaka, Indiana from our partner and as a result, we now own 100% of these properties. On March 28, 2007, we acquired The Maine Outlet, a 112,000 square foot outlet center located in
Kittery, Maine, adjacent to our Kittery Premium Outlets property. On August 23, 2007, we acquired Las Americas Premium Outlets, a 560,000 square foot upscale outlet center located in San Diego,
California. We also purchased an additional 1% interest in Bangor Mall on July 13, 2007, and an additional 6.5% interest in Montgomery Mall on November 1, 2007. The aggregate purchase
price of the consolidated assets acquired during 2007, excluding Town Center at Cobb and Gwinnett Place, was approximately $394.2 million, including the assumption of our share of debt of the
properties acquired.



During the year ended December 31, 2009, we sold four consolidated properties for which we received net proceeds of
$3.9 million. The loss on disposal (net) totaled $9.8 million and is included in "(Loss) gain on sale of assets and interests in unconsolidated entities" in the consolidated statements
of operations and comprehensive income.



We had no consolidated property dispositions during the year ended December 31, 2008.



During the year ended December 31, 2007, we sold five consolidated properties for which we received net proceeds of
$56.4 million. The loss on disposal (net) totaled $35.2 million and is included in "Loss on sale of discontinued operations" in the consolidated statements of operations and
comprehensive income.



In 2009, we recorded non-cash impairment charges of $240.1 million ($228.6 million, net of a tax benefit of
$5.8 million and noncontrolling interest holders' share of $5.7 million). As discussed in Note 3, this non-cash charge includes a $140.5 million
other-than-temporary impairment of our investment in Liberty. In addition, the total charge includes adjustments recorded in the fourth quarter in the carrying value of one
wholly-owned and one joint venture regional mall, a write-down of five land parcels and two joint venture non-retail real estate assets, and certain predevelopment costs
related to projects no longer being pursued.



In 2008, we recorded impairment charges of $21.2 million ($19.4 million, net of tax benefit), which resulted primarily
from a $10.5 million reduction in the carrying value of a regional mall to its estimated net realizable value and the write-off of predevelopment costs related to various projects
that we no longer plan to pursue.

5.    Per Unit Data

We determine basic earnings per unit based on the weighted average number of units outstanding during the period. We determine diluted earnings per unit based on the weighted
average
number of units outstanding combined with the incremental weighted average units that would have been outstanding assuming all dilutive potential common

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

5.    Per Unit Data (Continued)

units
were converted into units at the earliest date possible. The following table sets forth the computation of our basic and diluted earnings per unit.

For the Year Ended December 31,2009

2008

2007Income attributable to unitholders from continuing operations, after preferred unit requirements

$
343,572

$
529,751

$
585,047Discontinued operations





(25
)

(35,369
)Net Income available to Unitholders  Basic & Diluted

$
343,572

$
529,726

$
549,678Weighted Average Units Outstanding  Basic


324,102,292


282,508,087


281,034,711Effect of stock options of Simon Property


315,897


551,057


778,471Effect of contingently issuable units from unit distributions


1,345,537





Weighted Average Units Outstanding  Diluted


325,763,726


283,059,144


281,813,182


For
the year ending December 31, 2009, potentially dilutive securities include options to purchase shares of Simon Property common stock, contingently issuable units from unit
distributions and preferred units that are convertible into or exchangeable for units. The only securities that had a dilutive effect for the year ended December 31, 2009 were stock options of
Simon Property and contingently issuable units from unit distributions. The only security that had a dilutive effect for the years ended December 31, 2008 and 2007 were stock options of Simon
Property.

We
accrue distributions when they are declared. The taxable nature of the distributions declared for each of the years ended as indicated is summarized as follows:

For the Year Ended December 31,2009

2008

2007Total distributions paid per common unit

$
2.70

$
3.60

$
3.36Percent taxable as ordinary income


99.3
%

84.7
%

92.9
%Percent taxable as long-term capital gains


0.7
%

1.2
%

7.1
%Percent nontaxable as return of capital





14.1
%

100.0
%

100.0
%

100.0
%


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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

6.    Investment Properties

Investment properties consist of the following as of December 31:

2009

2008Land

$
2,757,994

$
2,795,026Buildings and improvements


22,265,721


22,112,944Total land, buildings and improvements


25,023,715


24,907,970Furniture, fixtures and equipment


312,474


297,745Investment properties at cost


25,336,189


25,205,715Less  accumulated depreciation


7,004,534


6,184,285Investment properties at cost, net

$
18,331,655

$
19,021,430Construction in progress included above

$
281,683

$
358,254


7.    Investments in Unconsolidated Entities

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or
portfolio.
We held joint venture ownership interests in 103 properties in the U.S. as of December 31, 2009. We also held interests in two joint ventures which owned 51 European shopping centers as
of December 31, 2009 and 52 as of December 31, 2008. We also held interests in eight joint venture properties under operation in Japan, one joint venture property in Mexico, and one
joint venture property in Korea. We account for these joint venture properties using the equity method of accounting.

Substantially
all of our joint venture properties are subject to rights of first refusal, buy-sell provisions, or other sale or marketing rights for partners which are
customary in real estate joint venture agreements and the industry. Our partners in these joint ventures may initiate these provisions at any time (subject to any applicable lock up or similar
restrictions), which could result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest from our partner.



On February 16, 2007, SPG-FCM, a 50/50 joint venture between one of our affiliates and funds managed by Farallon
Capital Management, L.L.C., or Farallon, entered into a definitive merger agreement to acquire all of the outstanding common stock of Mills for $25.25 per common share in cash. The acquisition of
Mills and its interests in the 36 properties that remain at December 31, 2009 was completed in April 2007. As of December 31, 2009, we and Farallon had each funded $650.0 million
into SPG-FCM to acquire all of the common stock of Mills. As part of the transaction, we also made loans to SPG-FCM and Mills at rates of LIBOR plus 270-275 basis
points. These funds were used by SPG-FCM and Mills to repay loans and other obligations of Mills, including the redemption of preferred stock, during 2007. As of December 31, 2009,
the outstanding balance of our loan to SPG-FCM was $632.0 million, and the average outstanding balance during the year ended December 31, 2009 of all loans made to
SPG-FCM and Mills was approximately $589.5 million. During 2009, 2008 and 2007, we recorded approximately $9.3 million, $15.3 million and $39.1 million in
interest income (net of inter-entity eliminations) related to these loans, respectively. We also recorded fee income, including fee income amortization related to up-front fees on loans
made to SPG-FCM and Mills, during 2009, 2008 and 2007 of approximately $3.7 million, $3.1 million and $17.4 million (net of inter-entity eliminations), respectively,
for providing refinancing services to Mills' properties
and SPG-FCM. The existing loan facility to SPG-FCM bears a rate of LIBOR plus 275 basis points and matures on June 7, 2010, with two available one-year
extensions. Fees charged on loans made to SPG-FCM and Mills are amortized on a straight-line basis over the life of the loan.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

As
a result of the change in control of Mills, holders of Mills' Series F convertible cumulative redeemable preferred stock had the right to require the repurchase of their
shares for cash equal to the liquidation preference per share plus accrued and unpaid dividends. During the second quarter of 2007, all of the holders of Mills' Series F preferred stock
exercised this right, and Mills redeemed this series of preferred stock for approximately $333.2 million, including accrued dividends. Further, as of August 1, 2007, The Mills
Corporation was liquidated and the holders of the remaining series' of Mills preferred stock were paid a liquidation preference of approximately $693.0 million, including accrued dividends.

During
the third quarter of 2007, the holders of less than 5,000 common units in the Mills' operating partnership, or Mills units, received $25.25 in cash, and those holding 5,000 or
more Mills units had the option to exchange for cash of $25.25, or our units, based on a fixed exchange ratio of 0.211 of a unit for each Mills unit. That option expired on August 1, 2007.
Holders electing to exchange received 66,036 of our units for their Mills units. The remaining Mills units were exchanged for cash.

Effective
July 1, 2007, we or an affiliate of ours began serving as the manager for substantially all of the properties in which SPG-FCM holds an interest. In
conjunction with the Mills acquisition, we acquired a majority interest in two properties in which we previously held a 50% ownership interest (Town Center at Cobb and Gwinnett Place) and as a result
we have consolidated these two properties at the date of acquisition. We have reclassified the results of these properties in the Joint Venture Statements of Operations into "Income from consolidated
joint venture interests."

The
Mills acquisition involved the purchase of all of Mills' outstanding shares of common stock and common units for approximately $1.7 billion (at $25.25 per share or unit), the
assumption of $954.9 million of preferred stock, the assumption of a proportionate share of property-level mortgage debt, of which SPG-FCM's share approximated $3.8 billion,
the assumption of $1.2 billion in unsecured loans provided by us, costs to effect the acquisition, and certain liabilities and contingencies, including an ongoing investigation by the
Securities and Exchange Commission, for an aggregate purchase price of approximately $8 billion. The valuations were developed with the assistance of a third-party professional appraisal firm.

We
subsequently sold our interest in Cincinnati Mills and Broward and Westland Malls, which we acquired through the Mills acquisition, and recognized no gain or loss on these
dispositions.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)



A summary of our investments in joint ventures and share of income from such joint ventures follows. 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 control of the property or become the primary beneficiary of a VIE. We reclassified these line items into "Income from discontinued joint venture interests" and "Income from consolidated joint
venture interests" so that we may present comparative results of operations for those joint venture interests held as of December 31, 2009. Balance sheet information for the joint ventures is
as follows:

December 31,
2009

December 31,
2008BALANCE SHEETSAssets:Investment properties, at cost

$
21,555,729

$
21,472,490Less  accumulated depreciation


4,580,679


3,892,95616,975,050


17,579,534Cash and cash equivalents


771,045


805,411Tenant receivables and accrued revenue, net


364,968


428,322Investment in unconsolidated entities, at equity


235,173


230,497Deferred costs and other assets


477,223


594,578Total assets

$
18,823,459

$
19,638,342Liabilities and Partners' Equity:Mortgages and other indebtedness

$
16,549,276

$
16,686,701Accounts payable, accrued expenses, intangibles, and deferred revenue


834,668


1,070,958Other liabilities


920,596


982,254Total liabilities


18,304,540


18,739,913Preferred units


67,450


67,450Partners' equity


451,469


830,979Total liabilities and partners' equity

$
18,823,459

$
19,638,342Our Share of:Partners' equity

$
316,800

$
533,929Add: Excess Investment


694,023


749,227Our net Investment in Joint Ventures

$
1,010,823

$
1,283,156


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

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

As
of December 31, 2009, scheduled principal repayments on joint venture properties' mortgages and other indebtedness are as follows:

2010

$
2,096,8022011


1,771,2462012


2,719,0292013


1,849,2522014


2,328,857Thereafter


5,767,811Total principal maturities


16,532,997Net unamortized debt premiums and discounts


16,279Total mortgages and other indebtedness

$
16,549,276


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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

This
debt becomes due in installments over various terms extending through 2036 with interest rates ranging from 0.52% to 9.35% and a weighted average rate of 5.06% at
December 31, 2009.

For the Year Ended December 31,2009

2008

2007STATEMENTS OF OPERATIONSRevenue:Minimum rent

$
1,965,565

$
1,956,129

$
1,682,671Overage rent


132,260


130,549


119,134Tenant reimbursements


987,028


1,005,638


852,312Other income


174,611


199,774


201,075Total revenue


3,259,464


3,292,090


2,855,192Operating Expenses:Property operating


656,399


671,268


580,910Depreciation and amortization


801,618


775,887


627,929Real estate taxes


261,294


263,054


220,474Repairs and maintenance


110,606


124,272


113,517Advertising and promotion


65,124


70,425


62,182Provision for credit losses


16,123


24,053


22,448Impairment charge


18,249





Other


182,201


177,298


162,570Total operating expenses


2,111,614


2,106,257


1,790,030Operating Income


1,147,850


1,185,833


1,065,162Interest expense


(884,539
)

(969,420
)

(853,307
)(Loss) income from unconsolidated entities


(4,739
)

(5,123
)

665Loss on sale of asset








(6,399
)Income from Continuing Operations


258,572


211,290


206,121Income from consolidated joint venture interests








2,562Income from discontinued joint venture interests





47


202Gain on disposal or sale of discontinued operations, net








198,956Net Income

$
258,572

$
211,337

$
407,841Third-Party Investors' Share of Net Income

$
170,265

$
132,111

$
232,586Our Share of Net Income


88,307


79,226


175,255Amortization of Excess Investment


(55,690
)

(46,980
)

(46,503
)Our Share of Net Gain Related to Properties/Assets Sold








(90,632
)Our Share of Impairment Charge from Investments in Unconsolidated Entities


7,603





Income from Unconsolidated Entities, Net

$
40,220

$
32,246

$
38,120




In December 2009 we recognized non-cash impairment charges of $7.6 million representing our share of impairment
charges on joint venture properties. This charge represents adjustments to the carrying value of certain parcels of land and the write-off of predevelopment costs related to certain
projects no longer being pursued. In addition, in December 2009 we recognized $35.1 million of impairment charges for investments in certain

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

unconsolidated
entities including one regional mall and two non-retail real estate assets for which declines in value below our carrying amount were deemed
other-than-temporary.



During the fourth quarter of 2007, we recorded an impairment charge of $55.1 million, $36.5 million net of tax benefit,
representing our entire equity investment in a joint venture, including interest capitalized on our invested equity, which had invested in a parcel of land.

International Joint Venture Investments

European Joint Ventures.We conduct our international operations in Europe through our two European
joint venture investment entities; Simon Ivanhoe
S.à.r.l., or Simon Ivanhoe, and Gallerie Commerciali Italia, or GCI. The carrying amount of our total combined investment in these two joint venture investments is $298.8 million
and $224.2 million as of December 31, 2009 and 2008, respectively, including all related components of other comprehensive income. We have a 50% ownership in Simon Ivanhoe and a 49%
ownership in GCI as of December 31, 2009. On December 14, 2009, we made an additional capital contribution to GCI of $79.4 million which was used to fund certain liabilities of
the joint venture. The contribution increased our investment in GCI but did not impact our ownership percentage of the venture.

On
July 5, 2007, Simon Ivanhoe completed the sale of five non-core assets in Poland and we presented our share of the gain upon this disposition in "(Loss) gain on
sale of assets and interests in unconsolidated entities" in the consolidated statement of operations and comprehensive income.

Asian Joint Ventures.We conduct our international Premium Outlet operations in Japan through joint
ventures with Mitsubishi
Estate Co., Ltd. The carrying amount of our investment in these Premium Outlet joint ventures in Japan is $302.2 million and $312.6 million as of December 31, 2009
and 2008, respectively, including all related components of other comprehensive income. We have a 40% ownership in these Japan Premium Outlet Centers through a joint venture arrangement. During 2007,
we completed construction and opened our first Premium Outlet in Korea. As of December 31, 2009 and 2008 respectively, our investment in our Premium Outlet in Korea, for which we hold a 50%
ownership interest, approximated $26.1 million and $18.0 million including all related components of other comprehensive income.

In
December 2009, we recognized a loss on our 32.5% interests in our shopping centers operating or under development in China. The interests were sold to affiliates of our Chinese
partner for approximately $29 million, resulting in a loss of approximately $20 million which is included in "(Loss) gain on sale of assets and interests in unconsolidated entities" in
the 2009 consolidated statement of operations and comprehensive income.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments

Our mortgages and other indebtedness, excluding the impact of derivative instruments, consist of the following as of December 31:

2009

2008Fixed-Rate Debt:Mortgages and other notes, including $9,757 and $15,312 net premiums, respectively. Weighted average interest and maturity of 6.18% and 4.0 years at
December 31, 2009.

$
5,239,263

$
4,192,430Unsecured notes, including $23 net discount and $1,887 net premium, respectively. Weighted average interest and maturity of 6.06% and 4.4 years at
December 31, 2009.


11,574,977


10,726,887Total Fixed-Rate Debt


16,814,240


14,919,317Variable-Rate Debt:Mortgages and other notes, at face value. Weighted average interest and maturity of 1.36% and 2.2 years.


1,370,000


2,076,927Credit Facility (see below)


446,062


1,046,288Total Variable-Rate Debt


1,816,062


3,123,215Total Mortgages and Other Indebtedness

$
18,630,302

$
18,042,532


General.At December 31, 2009, we have pledged 80 properties as collateral to secure related
mortgage notes including 8 pools of
cross-defaulted and cross-collateralized mortgages encumbering a total of 34 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 80 encumbered properties, indebtedness on 24
of these encumbered properties and our unsecured debt 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 payment of a yield-maintenance premium or defeasance.

Some
of our limited partners guarantee a portion of our consolidated debt through foreclosure guarantees. In total, 54 limited partners provide guarantees of foreclosure of
$291.1 million of our consolidated debt at three 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.

Unsecured Debt

Our unsecured debt consists of approximately $11.6 billion of senior unsecured notes and $446.1 million outstanding under
our $3.5 billion unsecured credit facility, or the Credit Facility, at December 31, 2009. The total outstanding balance of the Credit Facility as of December 31, 2009 was
comprised of the U.S. dollar equivalent of Euro and Yen-denominated borrowings. The balance as of December 31, 2009 reflects interest at LIBOR plus 37.5 basis points and an
additional facility fee of 12.5 basis points as these borrowings were made under the Credit Facility. On December 8, 2009, we entered into a new unsecured revolving corporate credit facility to
replace the Credit Facility

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments (Continued)

providing
an initial borrowing capacity of $3.565 billion. The new credit facility contains an accordion feature allowing the maximum borrowing capacity to expand to $4.0 billion. The
new credit facility matures on March 31, 2013. The base interest on the new credit facility is LIBOR plus 210 basis points and includes a facility fee of 40 basis points. Borrowings on the new
credit facility were not drawn until January 5, 2010 when the Euro and Yen-denominated borrowings on the Credit Facility were transitioned to the new credit facility. As of
December 31, 2009, we are in compliance with all of the covenants of our unsecured debt.

During
the year ended December 31, 2009, we drew amounts from the Credit Facility to fund the redemption of $600.0 million of maturing senior unsecured notes. We repaid a
total of $1.2 billion on the Credit Facility during the year ended December 31, 2009. The maximum outstanding balance during the year ended December 31, 2009 was
approximately $1.6 billion. During the year ended December 31, 2009, the weighted average outstanding balance on the Credit Facility was approximately $669.8 million.

On
March 25, 2009, we issued $650.0 million of senior unsecured notes at a fixed interest rate of 10.35%. We used proceeds from the offering to reduce borrowings on the
Credit Facility.

On
May 15, 2009, we issued $600.0 million of senior unsecured notes at a fixed interest rate of 6.75%. We used the proceeds from the offering for general business
purposes. The offering of these notes was re-opened on August 11, 2009, and an additional $500.0 million of senior unsecured notes were issued. We used the proceeds from the
offering for general business purposes.

Secured Debt

The balance of fixed and variable rate mortgage notes was $6.6 billion and $6.3 billion as of December 31, 2009
and 2008, respectively. Of the 2009 amount, $5.6 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.

On
July 30, 2009, we borrowed $400.0 million on a mortgage that is secured by Greenwood Park Mall, Southpark Mall, and Walt Whitman Mall, which matures on August 1,
2016 and bears interest at a fixed rate of 8.00%. This loan is cross-collateralized and contains cross default provisions as it pertains to these properties.

Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2009 are as follows:

2010

$
2,311,7052011


2,015,1282012


2,950,7002013


2,493,2272014


2,675,490Thereafter


6,174,318Total principal maturities


18,620,568Net unamortized debt premium and other


9,734Total mortgages and other indebtedness

$
18,630,302


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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments (Continued)

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

For the Year Ended December 31,2009

2008

2007Cash paid for interest

$
994,688

$
1,001,718

$
983,219


Derivative Financial Instruments

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage
exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt. 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 consolidated 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, 2009, the fair value of our outstanding consolidated derivatives is a net liability of $12.7 million, of which $13.0 million is included with
other liabilities and $0.3 million is included with deferred costs and other assets. In addition, we recorded the benefits from our treasury lock and interest rate hedge agreements in
accumulated other comprehensive loss and the unamortized balance of these agreements is $2.8 million as of December 31, 2009. The net deficit from terminated swap agreements is also
recorded in accumulated other comprehensive loss and the unamortized balance is $2.0 million as of December 31, 2009. As of December 31, 2009, our outstanding LIBOR based
derivative contracts consisted of:



Within
the next year, we expect to reclassify to earnings approximately $14.0 million of losses from the current balance held in accumulated other comprehensive loss. The amount
of ineffectiveness relating to cash flow hedges recognized in income during the periods presented was not material.

Our
joint ventures may also enter into interest rate swaps or caps, which are recorded at fair value on the joint venture balance sheets. Included in our accumulated other comprehensive
loss as of December 31, 2009 and 2008 is our share of the joint ventures' accumulated derivative losses of $30.1 million and $19.6 million, respectively.

Fair Value of Financial Instruments

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair
values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate
the fair values of consolidated fixed-rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar
terms and maturities. The fair values of financial instruments and our related

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Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments (Continued)

discount
rate assumptions used in the estimation of fair value for our consolidated fixed-rate mortgages and other indebtedness as of December 31 is summarized as follows:

2009

2008Fair value of fixed-rate mortgages and other indebtedness

$
16,580

$
12,385Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages


6.11
%

6.33
%


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, 2009 are as follows:

2010

$
1,903,0852011


1,742,1762012


1,553,8252013


1,352,2752014


1,169,506Thereafter


3,276,193$
10,997,060


Approximately
0.7% of future minimum rents to be received are attributable to leases with an affiliate of one of our limited partners.

10.    Partners' Equity

Temporary Equity

As discussed in Note 3, as a result of the retrospective adoption of an accounting standard for noncontrolling interests, we
classify as temporary equity those securities for which there is the possibility that we could be required to redeem the security for cash, irrespective of the probability of such a possibility. As a
result, we reclassified three series of preferred units from permanent equity to temporary equity, and we maintained in permanent equity two series of preferred units. We also reclassified into
temporary equity one series of preferred units that was previously reported as mezzanine equity. The noncontrolling redeemable interests in properties included in temporary equity are further

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Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

discussed
in Note 3. The carrying values for those securities classified in temporary equity are discussed below and summarized as follows as of December 31:

2009

20086% Series I Convertible Perpetual Preferred Units, 19,000,000 units authorized, 9,108,635 issued and outstanding

$
455,432

$
455,432Series D 8% Cumulative Redeemable Preferred Units, 2,700,000 units authorized, 0 and 1,356,814 issued and outstanding, respectively





40,7047.5% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding


25,537


25,5377.75%/8.00% Cumulative Redeemable Preferred Units, 0 and 850,698 units issued and outstanding, respectively





85,070Total carrying value of preferred units


480,969


606,743Noncontrolling redeemable interests in properties


49,404


49,378Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties

$
530,373

$
656,121


Series I 6% Convertible Perpetual Preferred Units.On October 14, 2004, we issued 18,015,506
Series I 6% convertible perpetual
preferred units as part of our acquisition of the Chelsea Property Group, or Chelsea. Distributions are made quarterly, at an annual rate of 6% per unit. On or after October 14, 2009, we have
the option to redeem the Series I preferred units, in whole or in part, for cash only at a liquidation preference of $50.00 per unit plus accumulated and unpaid distributions. However, if the
redemption date falls between the record date and the distribution payment date, the redemption price will be equal to only the liquidation preference only. The redemption may occur only if, for 20
trading days within a period of 30 consecutive trading days ending on the trading day before notice of redemption is issued, the closing price per share of common stock exceeds 130% of the applicable
conversion price. The Series I preferred units are convertible into a number of fully paid and non-assessable units upon the occurrence of a conversion triggering event. A
conversion triggering event includes the following: (a) if we call the Series I preferred units for redemption; or, (b) if Simon Property is a party to a consolidation, merger,
binding share exchange, or sale of all or substantially all of its assets; or, (c) if during any fiscal quarter after the fiscal quarter ending December 31, 2004, the closing sale price
of Simon Property's common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter exceeds 125% of the applicable
conversion price. If the closing price condition is not met at the end of any fiscal quarter, then conversions are not permitted in the following fiscal quarter. This series of preferred stock can
also be put to us for cash upon the occurrence of a change of control event, which would include a change in the majority of our directors that occurs over a two year period. As a result, this series
of preferred stock is classified outside permanent equity because such a change in Board composition could be deemed outside our control. The carrying amount of the Series I preferred units of
$455,432, as of December 31, 2009 and 2008, is equal to its liquidation value, which is the amount payable upon the occurrence of such event.

If
a holder of Series I preferred units converts its Series I preferred units into units, then the holder may also elect to exchange those units into cash or shares of
common stock of Simon Property as determined by Simon Property in its sole discretion, subject to an agreement between Simon Property and us as described in the Exchange Rights section below. The
holder of Series I preferred units also has the option to exchange the Series I preferred units for an equal number of shares of Series I preferred stock of Simon Property;
however, Simon Property may elect to pay cash in lieu of the conversion. In 2009, holders of Series I preferred units exchanged 500,891 Series I preferred units for an equal number of
shares of Series I preferred stock of Simon Property. In prior years, 1,115,442 Series I preferred units were exchanged for an equal number of shares of Series I preferred stock
of Simon Property. During 2008, we also issued 1,187,238 units as a result of the conversion of 1,493,904 Series I preferred units.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

As of December 31, 2009, the conversion trigger price of $74.18 had been met and each unit of Series I Preferred Units is convertible into 0.847495 of a unit through
March 31, 2010.

Series D 8.00% Cumulative Redeemable Preferred Units.This series of preferred units was redeemed
on August 27, 2009, at liquidation
value ($30.00 per unit), and $0.3867 in accrued and unpaid distributions and was paid in the form of 614,055 units.

7.5% Cumulative Redeemable Preferred UnitsWe issued this series of preferred units in connection with
the purchase of an additional interest in a
joint venture. The preferred units accrue cumulative quarterly distributions at a rate of $7.50 annually. We may redeem the preferred units on or after November 10, 2013, unless there is the
occurrence of certain tax triggering events such as death of the initial 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 redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock of
Simon Property. In the event of the death of a holder of the preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the
holder may require us to redeem the preferred units at the same redemption price payable at our option in either cash or fully registered shares of common stock of Simon Property.

7.75%/8.00% Cumulative Redeemable Preferred Units.This series of preferred units was redeemable on or
after January 1, 2011, or earlier upon
the occurrence of certain tax triggering events, at a redemption price equal to the liquidation value ($100.00 per unit), accrued and unpaid distributions. On June 30, 2009, upon the occurrence
of a tax triggering event, we redeemed all outstanding units for cash.

Permanent Equity

Preferred units.The following table summarizes the carrying values of each series of preferred units
that were outstanding as of December 31
and classified within permanent equity:

2009

2008Series C 7.00% Cumulative Convertible Preferred Units, 2,700,000 units authorized, 0 and 94,235 issued and outstanding, respectively

$


$
2,639Series J 83/8% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 796,948 issued and outstanding, including
unamortized premium of $5,856 and $6,185 in 2009 and 2008, respectively


45,704


46,032Total preferred units

$
45,704

$
48,671


Series C 7.00% Cumulative Convertible Preferred Units.This series of preferred units was redeemed
on August 27, 2009, at liquidation
value ($28.00 per unit), and $0.3158 in accrued and unpaid distributions and was paid in the form of 30,234 units.

Series J 83/8% Cumulative Redeemable Preferred Units.We issued this
series of preferred units in 2004 to replace a series of
Chelsea preferred units. Distributions accrue quarterly at an annual rate of 83/8% per unit. We can redeem this series, in whole or in part, on and after October 15, 2027 at a
redemption price of $50.00 per unit, plus accumulated and unpaid distributions. These preferred units were issued at a premium of $7.5 million as of the date of our acquisition of Chelsea.

The
following authorized series of preferred units had been outstanding in years prior to 2008, but there were no preferred units of such series outstanding at the end of 2009 and 2008:
Series B 6.5% Convertible Preferred Units (5,000,000 units); Series E 8.00% Cumulative Redeemable Preferred Units (1,000,000 units); Series F 8.75%

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Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

Cumulative
Redeemable Preferred Units (8,000,000 units); Series G 7.89% Cumulative Step-Up Premium Rate Convertible Preferred Units (3,000,000 units); Series H Variable Rate
Preferred Units (4,530,000 units); Series K Variable Rate Redeemable Preferred Units (8,000,000 units); and Series L Variable Rate Redeemable Preferred Units (6,000,000 units).



In 2009, 62 limited partners exchanged 1,866,474 units for an equal number of shares of common stock of Simon Property. We issued an
equal number of units to Simon Property, increasing its ownership interest in us.

On
December 18, 2009, we issued 1,802,063 units to Simon Property and 365,981 units to limited partners related to our quarterly distribution. The price per share of Simon
Property common stock on December 18, 2009 was $77.78.

On
September 18, 2009, we issued 2,029,044 units to Simon Property and 411,489 units to limited partners related to our quarterly distribution. The price per share of the Simon
Property common stock on September 18, 2009 was $73.97.

On
June 19, 2009, we issued 2,525,204 units to Simon Property and 514,720 units to limited partners related to our quarterly distribution. The price per share of the Simon
Property common stock on June 19, 2009 was $52.92.

On
May 12, 2009, Simon Property issued 23,000,000 shares of common stock in a public offering at a public offering price of $50.00 per share. As a result, we issued 23,000,000
units to Simon Property and used the proceeds from the offering for general working capital purposes.

On
March 25, 2009, Simon Property issued 17,250,000 shares of common stock in a public offering at a public offering price of $31.50 per share. As a result, we issued 17,250,000
units to Simon Property and used the proceeds from the offering to repay amounts drawn on the Credit Facility and for general working capital purposes.

On
March 18, 2009, we issued 5,519,765 units to Simon Property and 1,345,151 units to limited partners related to our quarterly distribution. The price per share of the Simon
Property common stock on March 18, 2009 was $35.38.

We
issued 181,850 units to Simon Property related to employee and director stock options exercised during 2009. We used the net proceeds from the option exercises of approximately
$4.6 million for general working capital purposes.

Simon
Property's Board of Directors had authorized the repurchase of up to $1.0 billion of common stock through July 2009. No purchases were made as part of this program in 2009.
The program was not renewed and has now expired.

Other Equity Activity

Notes Receivable from Former CPI Stockholders.Notes receivable of $17.2 million from stockholders
of an entity we acquired in 1998 are
reflected as a deduction from capital in excess of par value in the consolidated statements of equity in the accompanying financial statements. The notes do not bear interest and become due at the
time the underlying shares are sold.

The Simon Property Group 1998 Stock Incentive Plan.We, along with Simon Property, have a stock
incentive plan, or 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, or Options, stock
appreciation rights, or 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. An aggregate of 11,300,000 shares of common stock have been reserved for issuance under the 1998

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Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

plan.
Additionally, the partnership agreement requires Simon Property to sell shares to us, at fair value, sufficient to satisfy the exercising of any stock options, and for Simon Property to purchase
units for cash in an amount equal to the fair market value of such shares issued on the exercise of stock options.

Administration.The 1998 plan is administered by the Simon Property's Compensation Committee of the
Board of
Directors. The committee 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 its administration. Options granted to employees 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. Since 2001, Simon Property have not granted any options to employees, except for a series of reload options we assumed as part of a prior business combination.

Automatic Awards For Eligible Directors.Directors of Simon Property who are not employees or employees
of affiliates of Simon Property, or Eligible
Directors, receive automatic awards under the 1998 plan. Until 2003, these awards took the form of stock options. Since then, the awards have been shares of restricted stock of Simon Property.

Each
eligible director receives on the first day of the first calendar month following his or her initial election an award of restricted stock with a value of $82,500
(pro-rated for partial years of service). Thereafter, as of the date of each annual meeting of stockholders, eligible directors who are re-elected receive an award of
restricted stock having a value of $82,500. In addition, eligible directors who serve as chairpersons of the standing committees (excluding the Executive Committee) receive an additional annual award
of restricted stock having a value of $10,000 (in the case of the Audit Committee) or $7,500 (in the case of all other standing committees). The Lead Director also receives an annual restricted stock
award having a value of $12,500. The restricted stock vests in full after one year.

Once
vested, the delivery of the shares of restricted stock (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 directors may vote and are entitled to receive dividends on the underlying shares; however, any dividends on the shares of
restricted stock must be reinvested in shares of common stock and held in the deferred compensation plan until the shares of restricted stock are delivered to the former director. The committee
successively approved annual stock incentive programs each year from 2001 until 2009 when no program was established.

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 achievement of certain financial and return-based performance measures established by the committee related to the most recent year's performance. Once granted, the
shares of restricted stock then vest annually over a four-year period (25% each year) beginning on January 1 of each year. The cost of restricted stock grants, which is based upon
the stock's fair market value on the grant date, is charged to earnings ratably over the vesting period. Through December 31, 2009 a total of 4,992,636 shares of restricted stock, net of
forfeitures, have been awarded under the plan. Information regarding restricted stock awards is summarized in the following table for each of the years presented:

For the Year Ended December 31,2009

2008

2007Restricted stock shares awarded during the year, net of forfeitures


254,227


276,872


222,725Weighted average fair value of shares granted during the year

$
29.44

$
85.77

$
120.55Amortization expense

$
22,870

$
28,640

$
26,779


102

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

The
weighted average life of our outstanding options as of December 31, 2009 is 1.7 years. Information relating to Director Options and Employee Options from
December 31, 2006 through December 31, 2009 is as follows:

Director Options

Employee OptionsOptions

Weighted Average
Exercise Price
Per Share

Options

Weighted Average
Exercise Price
Per ShareShares under option at December 31, 2006


16,500

$
28.57


1,198,263

$
32.07Granted





N/A


23,000


99.03Exercised, none were forfeited during the period


(16,500
)

28.57


(214,525
)

32.62Shares under option at December 31, 2007




$



1,006,738

$
33.48Granted











Exercised, none were forfeited during the period








(282,106
)

41.96Shares under option at December 31, 2008




$



724,632

$
30.18Granted











Exercised








(181,850
)

25.52Forfeited








(37,100
)

70.73Shares under option at December 31, 2009




$



505,682

$
28.88




Outstanding and ExercisableEmployee Options:
Range of Exercise Prices

Options

Weighted
Average Remaining
Contractual
Life in Years

Weighted Average
Exercise Price
Per Share$23.41 - $30.38


429,633


1.21

$
25.48$30.39 - $46.97


49,749


4.09


46.97$46.98 - $50.17


26,300


4.17


50.17Total


505,682




$
28.88


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

Exchange Rights

Limited partners have the right to exchange all or any portion of their units for shares of Simon Property common stock on a
one-for-one basis or cash, as determined by Simon Property in its sole discretion. If Simon Property selects cash, Simon Property cannot cause us to redeem the exchanged units
for cash without contributing cash to us as partners' equity sufficient to effect the redemption. If sufficient cash is not contributed, Simon Property will be deemed to have elected to exchange the
units for shares of Simon Property common stock. 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. The number of shares of Simon Property's common stock issued will be the same as the number of units exchanged.

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

11.    Commitments and Contingencies

Litigation

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

Lease Commitments

As of December 31, 2009, a total of 29 of the consolidated properties are subject to ground leases. The termination dates of
these ground leases range from 2012 to 2090. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental plus a percentage rent component based upon the
revenues or total sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense included in other expense as follows:

For the Year Ended December 31,2009

2008

2007Ground lease expense

$
32,086

$
30,681

$
30,499


Future
minimum lease payments due under these ground leases for years ending December 31, excluding applicable extension options, are as follows:

2010

$
16,7822011


16,8232012


16,9372013


17,1842014


17,084Thereafter


648,360$
733,170


Insurance

We maintain commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the
United States through wholly-owned captive insurance entities and other self-insurance mechanisms. Rosewood Indemnity, Ltd. and Bridgewood Insurance Company, Ltd. are our
wholly-owned captive insurance subsidiaries, and have agreed to indemnify our general liability carrier for a specific layer of losses for the properties that are covered under these arrangements. 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 these captive insurance
entities also provides initial coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations.

We
currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an "all risk" basis in the amount of up to $1 billion per
occurrence for certified foreign acts of terrorism and $500 million per occurrence for non-certified domestic acts of terrorism. The current federal laws which provide this coverage
are expected to operate through 2014. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks in high profile markets could adversely affect our property values,
revenues, consumer traffic and tenant sales.

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

11.    Commitments and Contingencies (Continued)

Guarantees of Indebtedness

Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is
non-recourse to us. As of December 31, 2009, we had loan guarantees of $47.2 million underlying joint venture related mortgage or other indebtedness. Mortgages which are
guaranteed by us are secured by the property of the joint venture and that property could be sold in order to satisfy the outstanding obligation.

Concentration of Credit Risk

We are subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the
risks normally associated with changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest
rate and foreign currency levels, the availability of financing, and potential liability under environmental and other laws. Our regional malls, Premium Outlet Centers, The Mills, and
community/lifestyle centers rely heavily upon anchor tenants like most retail properties. Four retailers occupied 535 of the approximately 1,325 anchor stores in the properties as of
December 31, 2009. An affiliate of one of these retailers is one of our limited partners.

Limited Life Partnerships

We are the controlling partner in several consolidated partnerships that have a limited life. We estimated the settlement values of
these noncontrolling interests as of December 31, 2009 and 2008 as approximately $115 million and $130 million, respectively. The settlement values are based on the estimated fair
values upon a hypothetical liquidation of the partnership interests and estimated yield maintenance or prepayment penalties associated with the payment to settle any underlying secured mortgage debt.

12.    Related Party Transactions

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

For the Year Ended December 31,2009

2008

2007Amounts charged to unconsolidated joint ventures

$
120,866

$
125,663

$
95,564Amounts charged to properties owned by related parties


4,522


4,980


5,049


During
2009, 2008 and 2007, we recorded interest income of $9.3 million, $15.3 million and $39.1 million respectively, and financing fee income of
$3.7 million, $3.1 million and $17.4 million, respectively, net of inter-entity eliminations, related to the loans that we have provided to Mills and SPG-FCM and
lending financing services to those entities and the properties in which they hold an ownership interest.

13.    Recently Issued Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board, or FASB, issued new accounting guidance on business combinations and noncontrolling interests in consolidated
financial
statements which requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date,
with goodwill being the excess value over the net identifiable assets acquired. The guidance also requires acquisition related costs to be expensed as incurred. The guidance is effective
for financial statements issued for fiscal years beginning after December 15, 2008. On January 1, 2009, we adopted the guidance which did not have a significant impact on our financial
position, results of operations or cash flows.

105

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

13.    Recently Issued Accounting Pronouncements (Continued)

In
February 2008, the FASB issued a staff position which permitted a one-year deferral for the implementation of previously issued guidance related to fair value
measurements with regard to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On
January 1, 2009, we adopted the fair value measurement guidance as it relates to nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value in the
financial statements on at least an annual basis. The adoption had no impact on our financial position, results of operations or cash flows. The provisions of the guidance are applied at such time as
a fair value measurement of a nonfinancial asset or nonfinancial liability is required, which may result in a fair value that is materially different than would have been calculated prior to adoption.

In
June 2008, the FASB ratified guidance which provides an entity use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to
its own stock, including evaluating the instrument's contingent exercise and settlement provisions. We adopted the guidance on January 1, 2009 which had no impact on our financial position,
results of operations or cash flows.

On
January 1, 2009, we adopted guidance on determining whether instruments granted in share-based payment transactions are participating securities. Under this guidance, unvested
share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings
per unit pursuant to the two-class method. The adoption of the guidance did not have a significant impact on reported earnings per unit.

In
May 2009, the FASB issued guidance which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. The statement introduces new terminology but is based on the same principles that previously existed in the accounting standards. The guidance
requires disclosure of the date through which management has evaluated subsequent events and whether that date represents the date the financial statements were issued or the date the financial
statements were available to be issued. The guidance was effective for interim and annual periods ending after June 15, 2009. The adoption of this statement did not have any impact on our
financial position, results of operations or cash flows.

In
June 2009, the FASB issued the FASB Accounting Standards Codification, or Codification, which is effective for interim and annual periods ending after September 15, 2009. The
Codification defines a new hierarchy for U.S. GAAP and establishes the Codification as the sole source for authoritative guidance to be applied by nongovernmental entities. The adoption of the
Codification changed the manner in which U.S. GAAP guidance is referenced, but did not have any impact on our financial position, results of operations or cash flows.

In
June 2009, the FASB also issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities, or VIEs. This amendment requires an
enterprise to perform a qualitative analysis when determining whether or not it must consolidate a VIE. The amendment also requires an enterprise to continuously reassess whether it must consolidate a
VIE. Additionally, the amendment requires enhanced disclosures about an enterprise's involvement with VIEs and any significant change in risk exposure due to that involvement, as well as how its
involvement with VIEs impacts the enterprise's financial statements. Finally, an enterprise will be required to disclose significant judgments and assumptions used to determine whether or not to
consolidate a VIE. This amendment is effective for financial statements issued for fiscal years beginning after November 15, 2009. Management is in the process of determining the impact of
adopting this amendment.

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

14.    Quarterly Financial Data (Unaudited)

Quarterly 2009 and 2008 data is summarized in the table below. Quarterly amounts may not equal annual amounts due to rounding.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter2009Total revenue

$
918,492

$
903,612

$
924,932

$
1,028,180Operating income


364,216


224,698


392,177


425,601Consolidated income (loss) from continuing operations


146,248


(14,108
)

139,189


115,933Net income (loss) available to unitholders


106,768


(20,760
)

105,547


91,543Income (loss) from continuing operations per unit  Basic

$
0.45

($
0.08
)
$
0.38

$
0.33Net income (loss) per unit  Basic

$
0.45

($
0.08
)
$
0.38

$
0.33Income (loss) from continuing operations per unit  Diluted

$
0.45

($
0.08
)
$
0.38

$
0.32Net income (loss) per unit  Diluted

$
0.45

($
0.08
)
$
0.38

$
0.32Weighted average units outstanding


292,771,470


325,115,460


338,766,765


341,622,416Diluted weighted average units outstanding


292,991,380


325,115,460


339,953,846


342,377,6752008Total revenue

$
895,298

$
922,947

$
935,594

$
1,029,316Operating income


351,775


379,038


383,351


428,884Consolidated income from continuing operations


129,022


114,353


159,736


196,449Net income available to unitholders


87,933


76,572


112,809


145,203Income from continuing operations per unit  Basic

$
0.39

$
0.34

$
0.50

$
0.65Net income (loss) per unit  Basic

$
0.39

$
0.34

$
0.50

$
0.65Income from continuing operations per unit  Diluted

$
0.39

$
0.34

$
0.50

$
0.64Net income per unit  Diluted

$
0.39

$
0.34

$
0.50

$
0.64Weighted average units outstanding


281,224,467


282,382,491


282,384,237


284,025,809Diluted weighted average units outstanding


281,841,042


282,971,297


282,953,695


284,422,986


15.    Subsequent Events

We entered into a definitive agreement in December 2009 to acquire all of the outlet shopping centers currently owned by Prime Outlets Acquisition Company and certain of its
affiliated
entities, or the Prime Outlets, subject to Prime Outlets' existing fixed rate indebtedness and preferred stock. The Prime Outlets consist of 22 outlet centers located in major metropolitan markets. We
will pay consideration (consisting of cash and units of the Operating Partnership) of approximately $0.7 billion for the owners' interests in the Prime Outlets. The acquisition is subject to
several closing conditions relating to certain financing arrangements of the Prime Outlets. Assuming all closing conditions are satisfied on a timely basis, we expect the transaction will close in the
second quarter of 2010.

On
January 12, 2010, we commenced a cash tender offer for any and all senior unsecured notes of ten outstanding series with maturity dates ranging from 2011 to March 2013. The
total principal amount of the notes accepted for purchase on January 26, 2010 was approximately $2.3 billion, with a weighted average duration of 2.0 years and a weighted coupon
of 5.76%. We purchased the tendered notes with cash on hand and the proceeds from an offering of $2.25 billion of senior unsecured notes that closed on January 25, 2010. The senior notes
offering was comprised of $400.0 million of 4.20% notes due 2015, $1.25 billion of 5.65% notes due 2020 and $600.0 million of

107

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

15.    Subsequent Events (Continued)

6.75%
notes due 2040. We will report a $165.6 million charge to earnings in the first quarter of 2010 as a result of the tender offer.

On
February 4, 2010, we and our partner in Simon Ivanhoe, Ivanhoe Cambridge Inc., or Ivanhoe Cambridge, entered into a definitive agreement to sell all of the interests in
Simon Ivanhoe which owns seven shopping centers located in France and Poland to Unibail-Rodamco. The joint venture partners will receive consideration of €715 million for the
interests, subject to certain post-closing adjustments. We expect our share of the gain on sale of our interests in Simon Ivanhoe to be approximately $300 million. The transaction
is scheduled to close during the first half of 2010, subject to customary closing conditions and regulatory approvals.

On
February 16, 2010, Simon Property announced a written offer made to acquire General Growth Properties, Inc., or General Growth, in a transaction valued at more than
$10 billion, including approximately $9 billion in cash. Of this consideration, approximately $7 billion will be paid to unsecured creditors, representing par value plus accrued
and unpaid dividends and interest. The transaction would not be subject to a financing condition and would be financed through cash on hand, asset sales and through equity co-investments
in acquired properties by strategic institutional investors, with the balance coming from our new credit facility. The offer indicated a willingness to discuss consideration consisting in whole or in
part of equity in lieu of the cash portion of the consideration to General Growth's stockholders, and perhaps certain of its unsecured creditors, for those who would prefer to receive equity. The
offer is subject to confirmatory due diligence and the negotiation and execution of a definitive transaction agreement, as well as required bankruptcy court and creditor approvals. As of the filing of
this report, there is no agreement for such a transaction.

108

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Table of Contents

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

/s/ DAVID SIMON David Simon
Chairman of the Board of Directors
and Chief Executive Officer of
Simon Property Group, Inc., General Partner


March 12,
2010

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

Signature

Capacity

Date/s/ DAVID SIMON David Simon

Chairman of the Board of Directors
and Chief Executive Officer of
Simon Property Group, Inc., General Partner
(Principal Executive Officer)

March 12, 2010/s/ HERBERT SIMON Herbert Simon

Chairman Emeritus and Director

March 12, 2010/s/ RICHARD S. SOKOLOV Richard S. Sokolov

President, Chief Operating Officer of
Simon Property Group, Inc., General Partner
and Director

March 12, 2010/s/ MELVYN E. BERGSTEIN Melvyn E. Bergstein

Director

March 12, 2010/s/ LINDA WALKER BYNOE Linda Walker Bynoe

Director

March 12, 2010/s/ REUBEN S. LEIBOWITZ Reuben S. Leibowitz

Director

March 12, 2010/s/ J. ALBERT SMITH, JR. J. Albert Smith, Jr.

Director

March 12, 2010


109

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Table of Contents

Signature

Capacity

Date/s/ KAREN N. HORN Karen N. Horn

Director

March 12, 2010/s/ ALLAN HUBBARD Allan Hubbard

Director

March 12, 2010/s/ DANIEL C. SMITH Daniel C. Smith

Director

March 12, 2010/s/ STEPHEN E. STERRETT Stephen E. Sterrett

Executive Vice President
and Chief Financial Officer of
Simon Property Group, Inc., General Partner
(Principal Financial Officer)

March 12, 2010/s/ STEVEN K. BROADWATER Steven K. Broadwater

Senior Vice President
and Chief Accounting Officer of
Simon Property Group, Inc., General Partner
(Principal Accounting Officer)

March 12, 2010


110

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2009
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionRegional MallsAnderson Mall, Anderson, SC

$
27,270

$
1,712

$
15,227

$
1,363

$
20,347

$
3,075

$
35,574

$
38,649

$
13,198

1972Arsenal Mall, Watertown, MA


974


15,505


47,680





9,603


15,505


57,283


72,788


16,281

1999 (Note 4)Bangor Mall, Bangor, ME


80,000


5,478


59,740





8,439


5,478


68,179


73,657


19,068

2004 (Note 5)Barton Creek Square, Austin, TX





2,903


20,929


7,983


60,813


10,886


81,742


92,628


40,201

1981Battlefield Mall, Springfield, MO


92,749


3,919


27,231


3,000


61,932


6,919


89,163


96,082


48,410

1970Bay Park Square, Green Bay, WI





6,358


25,623


4,133


23,301


10,491


48,924


59,415


19,918

1980Bowie Town Center, Bowie, MD





2,710


65,044


235


5,022


2,945


70,066


73,011


22,804

2001Boynton Beach Mall, Boynton Beach, FL





22,240


78,804


4,666


25,329


26,906


104,133


131,039


36,361

1985Brea Mall, Brea, CA





39,500


209,202





24,419


39,500


233,621


273,121


75,793

1998 (Note 4)Broadway Square, Tyler, TX





11,470


32,431





21,888


11,470


54,319


65,789


21,642

1994 (Note 4)Brunswick Square, East Brunswick, NJ


82,244


8,436


55,838





27,888


8,436


83,726


92,162


34,463

1973Burlington Mall, Burlington, MA





46,600


303,618


19,600


89,107


66,200


392,725


458,925


109,314

1998 (Note 4)Castleton Square, Indianapolis, IN





26,250


98,287


7,434


70,202


33,684


168,489


202,173


57,429

1972Century III Mall, West Mifflin, PA


80,498


17,380


102,364


10


8,379


17,390


110,743


128,133


67,765

1979Charlottesville Fashion Square, Charlottesville, VA








54,738





13,767





68,505


68,505


24,847

1997 (Note 4)Chautauqua Mall, Lakewood, NY





3,257


9,641





16,238


3,257


25,879


29,136


12,020

1971Chesapeake Square, Chesapeake, VA


69,852


11,534


70,461





7,652


11,534


78,113


89,647


38,695

1989Cielo Vista Mall, El Paso, TX





1,005


15,262


608


43,751


1,613


59,013


60,626


32,839

1974College Mall, Bloomington, IN





1,003


16,245


720


43,466


1,723


59,711


61,434


27,524

1965Columbia Center, Kennewick, WA





17,441


66,580





21,593


17,441


88,173


105,614


31,141

1987Copley Place, Boston, MA


200,000





378,045





82,083





460,128


460,128


100,206

2002 (Note 4)Coral Square, Coral Springs, FL


81,666


13,556


93,630





14,346


13,556


107,976


121,532


49,864

1984Cordova Mall, Pensacola, FL





18,626


73,091


7,321


43,912


25,947


117,003


142,950


32,959

1998 (Note 4)Cottonwood Mall, Albuquerque, NM





10,122


69,958





3,528


10,122


73,486


83,608


33,010

1996Crossroads Mall, Omaha, NE


40,616


639


30,658


409


35,857


1,048


66,515


67,563


28,955

1994 (Note 4)Crystal River Mall, Crystal River, FL


14,677


5,393


20,241





4,718


5,393


24,959


30,352


9,701

1990DeSoto Square, Bradenton, FL


63,800


9,011


52,675





8,036


9,011


60,711


69,722


24,080

1973Domain, The, Austin, TX (Note 6)





45,152


197,010





116,395


45,152


313,405


358,557


23,272

2005Edison Mall, Fort Myers, FL





11,529


107,350





28,453


11,529


135,803


147,332


44,774

1997 (Note 4)Fashion Mall at Keystone, The, Indianapolis, IN








120,579





47,063





167,642


167,642


55,893

1997 (Note 4)Firewheel Town Center, Garland, TX





8,636


82,716





24,714


8,636


107,430


116,066


19,242

2004Forest Mall, Fond Du Lac, WI


16,190


721


4,491





8,795


721


13,286


14,007


7,628

1973Forum Shops at Caesars, The, Las Vegas, NV


515,335





276,567





205,817





482,384


482,384


125,792

1992


111

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2009
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionGreat Lakes Mall, Mentor, OH





12,302


100,362





10,449


12,302


110,811


123,113


43,963

1961Greenwood Park Mall, Greenwood, IN


79,756


2,423


23,445


5,253


114,940


7,676


138,385


146,061


48,964

1979Gulf View Square, Port Richey, FL





13,690


39,991


2,023


19,354


15,713


59,345


75,058


24,168

1980Gwinnett Place, Duluth, GA


115,000


17,051


141,191





4,527


17,051


145,718


162,769


44,560

1998 (Note 5)Haywood Mall, Greenville, SC





11,585


133,893


6


19,228


11,591


153,121


164,712


62,123

1998 (Note 4)Independence Center, Independence, MO


200,000


5,042


45,798





30,779


5,042


76,577


81,619


32,121

1994 (Note 4)Ingram Park Mall, San Antonio, TX


75,883


733


17,163


73


20,283


806


37,446


38,252


20,984

1979Irving Mall, Irving, TX





6,737


17,479


2,533


41,844


9,270


59,323


68,593


33,697

1971Jefferson Valley Mall, Yorktown Heights, NY





4,868


30,304





24,248


4,868


54,552


59,420


28,382

1983Knoxville Center, Knoxville, TN


57,464


5,006


21,617


3,712


34,521


8,718


56,138


64,856


28,459

1984La Plaza Mall, McAllen, TX





1,375


9,828


6,569


37,748


7,944


47,576


55,520


22,371

1976Laguna Hills Mall, Laguna Hills, CA





27,928


55,446





15,975


27,928


71,421


99,349


23,937

1997 (Note 4)Lakeline Mall, Austin, TX





10,088


81,568


14


15,965


10,102


97,533


107,635


37,558

1995Lenox Square, Atlanta, GA





38,058


492,411





59,056


38,058


551,467


589,525


172,284

1998 (Note 4)Lima Mall, Lima, OH





7,662


35,338





10,124


7,662


45,462


53,124


20,174

1965Lincolnwood Town Center, Lincolnwood, IL





7,907


63,480


28


7,077


7,935


70,557


78,492


36,846

1990Livingston Mall, Livingston, NJ





22,214


105,250





37,483


22,214


142,733


164,947


41,050

1998 (Note 4)Longview Mall, Longview, TX


30,300


259


3,567


124


8,013


383


11,580


11,963


5,866

1978Mall of Georgia, Mill Creek, GA


181,606


47,492


326,633





3,762


47,492


330,395


377,887


77,040

1999 (Note 5)Maplewood Mall, Minneapolis, MN





17,119


80,758





12,635


17,119


93,393


110,512


24,107

2002 (Note 4)Markland Mall, Kokomo, IN


21,436





7,568





10,262





17,830


17,830


9,718

1968McCain Mall, N. Little Rock, AR








9,515


10,530


10,723


10,530


20,238


30,768


14,382

1973Melbourne Square, Melbourne, FL





15,762


55,891


4,160


27,756


19,922


83,647


103,569


28,680

1982Menlo Park Mall, Edison, NJ





65,684


223,252





34,457


65,684


257,709


323,393


92,976

1997 (Note 4)Midland Park Mall, Midland, TX


31,295


687


9,213





15,004


687


24,217


24,904


13,526

1980Miller Hill Mall, Duluth, MN





2,965


18,092





28,217


2,965


46,309


49,274


29,333

1973Montgomery Mall, Montgomeryville, PA


87,806


27,105


86,915





26,558


27,105


113,473


140,578


25,593

2004 (Note 5)Muncie Mall, Muncie, IN





172


5,776


52


26,863


224


32,639


32,863


16,533

1970North East Mall, Hurst, TX





128


12,966


19,010


148,955


19,138


161,921


181,059


65,948

1971Northfield Square, Bourbonnais, IL


28,344


362


53,396





1,479


362


54,875


55,237


32,484

2004 (Note 5)Northgate Mall, Seattle, WA





24,369


115,992





93,772


24,369


209,764


234,133


59,203

1987Northlake Mall, Atlanta, GA


66,291


33,400


98,035





4,111


33,400


102,146


135,546


51,225

1998 (Note 4)Northwoods Mall, Peoria, IL





1,185


12,779


2,372


36,238


3,557


49,017


52,574


27,409

1983Oak Court Mall, Memphis, TN





15,673


57,304





8,822


15,673


66,126


81,799


24,864

1997 (Note 4)Ocean County Mall, Toms River, NJ





20,404


124,945





24,044


20,404


148,989


169,393


46,941

1998 (Note 4)


112

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2009
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionOrange Park Mall, Orange Park, FL





12,998


65,121





39,766


12,998


104,887


117,885


41,154

1994 (Note 4)Orland Square, Orland Park, IL





35,514


129,906





21,862


35,514


151,768


187,282


55,391

1997 (Note 4)Oxford Valley Mall, Langhorne, PA


71,974


24,544


100,287





8,156


24,544


108,443


132,987


49,372

2003 (Note 4)Paddock Mall, Ocala, FL





11,198


39,727





16,347


11,198


56,074


67,272


18,705

1980Penn Square Mall, Oklahoma City, OK


99,422


2,043


155,958





28,419


2,043


184,377


186,420


61,042

2002 (Note 4)Pheasant Lane Mall, Nashua, NH





3,902


155,068


550


15,596


4,452


170,664


175,116


52,805

2004 (Note 5)Phipps Plaza, Atlanta, GA





16,725


210,610





21,311


16,725


231,921


248,646


76,724

1998 (Note 4)Plaza Carolina, Carolina, PR


188,573


15,493


279,560





20,990


15,493


300,550


316,043


55,466

2004 (Note 4)Port Charlotte Town Center, Port Charlotte, FL


50,423


5,471


58,570





15,056


5,471


73,626


79,097


31,207

1989Prien Lake Mall, Lake Charles, LA





1,842


2,813


3,091


37,464


4,933


40,277


45,210


19,256

1972Richmond Town Square, Richmond Heights, OH


43,957


2,600


12,112





60,116


2,600


72,228


74,828


43,911

1966River Oaks Center, Calumet City, IL





30,884


101,224





10,742


30,884


111,966


142,850


40,239

1997 (Note 4)Rockaway Townsquare, Rockaway, NJ





44,116


212,257


27


33,088


44,143


245,345


289,488


74,755

1998 (Note 4)Rolling Oaks Mall, San Antonio, TX





1,929


38,609





13,905


1,929


52,514


54,443


26,140

1988Roosevelt Field, Garden City, NY





163,721


702,008





33,311


163,721


735,319


899,040


234,922

1998 (Note 4)Ross Park Mall, Pittsburgh, PA





23,541


90,203





72,422


23,541


162,625


186,166


59,406

1986Santa Rosa Plaza, Santa Rosa, CA





10,400


87,864





10,681


10,400


98,545


108,945


32,612

1998 (Note 4)Shops at Mission Viejo, The, Mission Viejo, CA





9,139


54,445


7,491


146,869


16,630


201,314


217,944


81,183

1979South Hills Village, Pittsburgh, PA





23,445


125,840





16,649


23,445


142,489


165,934


50,152

1997 (Note 4)South Shore Plaza, Braintree, MA





101,200


301,495





127,313


101,200


428,808


530,008


104,593

1998 (Note 4)Southern Park Mall, Boardman, OH





16,982


77,767


97


23,597


17,079


101,364


118,443


41,451

1970SouthPark, Charlotte, NC


197,463


42,092


188,055


100


164,585


42,192


352,640


394,832


91,062

2002 (Note 4)St. Charles Towne Center, Waldorf, MD





7,710


52,934


1,180


26,150


8,890


79,084


87,974


37,402

1990Stanford Shopping Center, Palo Alto, CA


240,000





339,537





4,730





344,267


344,267


69,994

2003 (Note 4)Summit Mall, Akron, OH


65,000


15,374


51,137





39,624


15,374


90,761


106,135


30,368

1965Sunland Park Mall, El Paso, TX


32,836


2,896


28,900





7,456


2,896


36,356


39,252


21,221

1988Tacoma Mall, Tacoma, WA


120,426


37,803


125,826





75,878


37,803


201,704


239,507


62,843

1987Tippecanoe Mall, Lafayette, IN





2,897


8,439


5,517


43,537


8,414


51,976


60,390


32,830

1973Town Center at Aurora, Aurora, CO





9,959


56,832


6


56,934


9,965


113,766


123,731


39,427

1998 (Note 4)Town Center at Boca Raton, Boca Raton, FL





64,200


307,317





149,623


64,200


456,940


521,140


137,639

1998 (Note 4)Town Center at Cobb, Kennesaw, GA


280,000


32,585


158,225





12,644


32,585


170,869


203,454


50,106

1998 (Note 5)Towne East Square, Wichita, KS





8,525


18,479


1,429


38,802


9,954


57,281


67,235


31,582

1975


113

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2009
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionTowne West Square, Wichita, KS


49,672


972


21,203


61


12,084


1,033


33,287


34,320


19,037

1980Treasure Coast Square, Jensen Beach, FL





11,124


72,990


3,067


34,044


14,191


107,034


121,225


39,848

1987Tyrone Square, St. Petersburg, FL





15,638


120,962





28,321


15,638


149,283


164,921


56,840

1972University Park Mall, Mishawaka, IN


100,000


16,768


112,158


7,000


47,817


23,768


159,975


183,743


88,505

1996 (Note 4)Upper Valley Mall, Springfield, OH


47,639


8,421


38,745





10,016


8,421


48,761


57,182


18,095

1979Valle Vista Mall, Harlingen, TX


40,000


1,398


17,159


329


20,017


1,727


37,176


38,903


19,229

1983Virginia Center Commons, Glen Allen, VA





9,764


50,547


4,149


9,268


13,913


59,815


73,728


26,452

1991Walt Whitman Mall, Huntington Station, NY


121,669


51,700


111,258


3,789


42,377


55,489


153,635


209,124


60,850

1998 (Note 4)Washington Square, Indianapolis, IN


29,777


6,319


36,495





12,457


6,319


48,952


55,271


41,451

1974West Ridge Mall, Topeka, KS


68,392


5,453


34,132


1,168


23,410


6,621


57,542


64,163


24,866

1988Westminster Mall, Westminster, CA





43,464


84,709





31,920


43,464


116,629


160,093


35,785

1998 (Note 4)White Oaks Mall, Springfield, IL


50,000


3,024


35,692


2,102


38,441


5,126


74,133


79,259


29,573

1977Wolfchase Galleria, Memphis, TN


225,000


15,881


128,276





9,068


15,881


137,344


153,225


50,573

2002 (Note 4)Woodland Hills Mall, Tulsa, OK


96,941


34,211


187,123





13,024


34,211


200,147


234,358


59,463

2004 (Note 5)Premium Outlet CentersAlbertville Premium Outlets, Albertville, MN





3,900


97,059





3,575


3,900


100,634


104,534


24,398

2004 (Note 4)Allen Premium Outlets, Allen, TX





13,855


43,687


97


18,356


13,952


62,043


75,995


15,159

2004 (Note 4)Aurora Farms Premium Outlets, Aurora, OH





2,370


24,326





1,919


2,370


26,245


28,615


12,948

2004 (Note 4)Camarillo Premium Outlets, Camarillo, CA





16,670


224,721


558


61,998


17,228


286,719


303,947


46,488

2004 (Note 4)Carlsbad Premium Outlets, Carlsbad, CA





12,890


184,990


96


1,954


12,986


186,944


199,930


34,025

2004 (Note 4)Carolina Premium Outlets, Smithfield, NC


19,385


3,170


59,863





2,115


3,170


61,978


65,148


17,766

2004 (Note 4)Chicago Premium Outlets, Aurora, IL





659


118,005


2,951


8,366


3,610


126,371


129,981


30,748

2004 (Note 4)Cincinnati Premium Outlets, Monroe, OH





14,117


71,520








14,117


71,520


85,637


1,496

2008Clinton Crossing Premium Outlets, Clinton, CT





2,060


107,556


1,125


1,646


3,185


109,202


112,387


24,068

2004 (Note 4)Columbia Gorge Premium Outlets, Troutdale, OR





7,900


16,492





2,207


7,900


18,699


26,599


7,212

2004 (Note 4)Desert Hills Premium Outlets, Cabazon, CA





3,440


338,679





3,481


3,440


342,160


345,600


58,991

2004 (Note 4)Edinburgh Premium Outlets, Edinburgh, IN





2,857


47,309





10,939


2,857


58,248


61,105


16,078

2004 (Note 4)Folsom Premium Outlets, Folsom, CA





9,060


50,281





3,058


9,060


53,339


62,399


15,888

2004 (Note 4)Gilroy Premium Outlets, Gilroy, CA





9,630


194,122





6,634


9,630


200,756


210,386


43,334

2004 (Note 4)Houston Premium Outlets, Cypress, TX





21,159


69,350





29,801


21,159


99,151


120,310


7,483

2007Jackson Premium Outlets, Jackson, NJ





6,413


104,013


3


3,318


6,416


107,331


113,747


19,936

2004 (Note 4)Jersey Shore Premium Outlets, Tinton Falls, NJ





16,141


50,979





74,921


16,141


125,900


142,041


6,810

2007Johnson Creek Premium Outlets, Johnson Creek, WI





2,800


39,546





5,407


2,800


44,953


47,753


8,905

2004 (Note 4)Kittery Premium Outlets, Kittery, ME


43,556


11,832


94,994





5,516


11,832


100,510


112,342


15,376

2004 (Note 4)Las Americas Premium Outlets, San Diego, CA


180,000


45,168


251,878





1,992


45,168


253,870


299,038


17,528

2007 (Note 4)Las Vegas Outlet Center, Las Vegas, NV





13,085


160,777





4,875


13,085


165,652


178,737


26,104

2004 (Note 4)Las Vegas Premium Outlets, Las Vegas, NV





25,435


134,973





60,663


25,435


195,636


221,071


35,631

2004 (Note 4)


114

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2009
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionLeesburg Corner Premium Outlets, Leesburg, VA





7,190


162,023





2,860


7,190


164,883


172,073


37,929

2004 (Note 4)Liberty Village Premium Outlets, Flemington, NJ





5,670


28,904





1,724


5,670


30,628


36,298


10,929

2004 (Note 4)Lighthouse Place Premium Outlets, Michigan City, IN


88,623


6,630


94,138





4,170


6,630


98,308


104,938


27,212

2004 (Note 4)Napa Premium Outlets, Napa, CA





11,400


45,023





1,401


11,400


46,424


57,824


11,295

2004 (Note 4)North Georgia Premium Outlets, Dawsonville, GA





4,300


132,325





1,859


4,300


134,184


138,484


30,053

2004 (Note 4)Orlando Premium Outlets, Orlando, FL





14,040


304,410


15,855


46,533


29,895


350,943


380,838


54,490

2004 (Note 4)Osage Beach Premium Outlets, Osage Beach, MO





9,460


85,804


3


3,301


9,463


89,105


98,568


21,963

2004 (Note 4)Petaluma Village Premium Outlets, Petaluma, CA





13,322


14,067





305


13,322


14,372


27,694


6,798

2004 (Note 4)Philadelphia Premium Outlets, Limerick, PA


190,000


16,676


105,249





15,749


16,676


120,998


137,674


13,119

2006Rio Grande Valley Premium Outlets, Mercedes, TX





12,229


41,547





36,143


12,229


77,690


89,919


11,223

2005Round Rock Premium Outlets, Round Rock, TX





21,977


82,252





2,806


21,977


85,058


107,035


15,859

2005Seattle Premium Outlets, Seattle, WA








103,722





16,902





120,624


120,624


21,945

2004 (Note 4)St. Augustine Premium Outlets, St. Augustine, FL





6,090


57,670


2


6,959


6,092


64,629


70,721


17,160

2004 (Note 4)The Crossings Premium Outlets, Tannersville, PA


52,505


7,720


172,931





9,530


7,720


182,461


190,181


34,238

2004 (Note 4)Vacaville Premium Outlets, Vacaville, CA





9,420


84,850





6,712


9,420


91,562


100,982


24,908

2004 (Note 4)Waikele Premium Outlets, Waipahu, HI





22,630


77,316





1,820


22,630


79,136


101,766


19,046

2004 (Note 4)Waterloo Premium Outlets, Waterloo, NY


72,822


3,230


75,277





5,759


3,230


81,036


84,266


21,307

2004 (Note 4)Woodbury Common Premium Outlets, Central Valley, NY





11,110


862,559


1,658


4,004


12,768


866,563


879,331


152,183

2004 (Note 4)Wrentham Village Premium Outlets, Wrentham, MA





4,900


282,031





3,922


4,900


285,953


290,853


57,357

2004 (Note 4)Community/Lifestyle CentersArboretum at Great Hills, Austin, TX





7,640


36,774


71


8,678


7,711


45,452


53,163


14,792

1998 (Note 4)Bloomingdale Court, Bloomingdale, IL


26,573


8,748


26,184





9,176


8,748


35,360


44,108


16,687

1987Brightwood Plaza, Indianapolis, IN





65


128





337


65


465


530


327

1965Charles Towne Square, Charleston, SC








1,768


370


10,636


370


12,404


12,774


6,920

1976Chesapeake Center, Chesapeake, VA





5,352


12,279





643


5,352


12,922


18,274


4,928

1989


115

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2009
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionCountryside Plaza, Countryside, IL





332


8,507


2,554


9,010


2,886


17,517


20,403


7,784

1977Dare Centre, Kill Devil Hills, NC


1,614





5,702





213





5,915


5,915


932

2004 (Note 4)DeKalb Plaza, King of Prussia, PA


2,946


1,955


3,405





1,125


1,955


4,530


6,485


1,716

2003 (Note 4)Forest Plaza, Rockford, IL


18,957


4,132


16,818


453


10,043


4,585


26,861


31,446


9,708

1985Gateway Shopping Center, Austin, TX


87,000


24,549


81,437





9,520


24,549


90,957


115,506


21,562

2004 (Note 4)Great Lakes Plaza, Mentor, OH





1,028


2,025





5,016


1,028


7,041


8,069


3,863

1976Greenwood Plus, Greenwood, IN





1,129


1,792





3,735


1,129


5,527


6,656


2,863

1979Henderson Square, King of Prussia, PA


14,367


4,223


15,124





147


4,223


15,271


19,494


3,112

2003 (Note 4)Highland Lakes Center, Orlando, FL


14,924


7,138


25,284





1,558


7,138


26,842


33,980


13,306

1991Ingram Plaza, San Antonio, TX





421


1,802


4


59


425


1,861


2,286


1,234

1980Keystone Shoppes, Indianapolis, IN








4,232





967





5,199


5,199


1,889

1997 (Note 4)Lake Plaza, Waukegan, IL





2,487


6,420





1,087


2,487


7,507


9,994


3,590

1986Lake View Plaza, Orland Park, IL


16,000


4,702


17,543





12,317


4,702


29,860


34,562


13,316

1986Lakeline Plaza, Austin, TX


17,759


5,822


30,875





6,375


5,822


37,250


43,072


14,239

1998Lima Center, Lima, OH





1,808


5,151





6,780


1,808


11,931


13,739


4,706

1978Lincoln Crossing, O'Fallon, IL





674


2,192





769


674


2,961


3,635


1,256

1990Lincoln Plaza, King of Prussia, PA








21,299





3,322





24,621


24,621


9,081

2003 (Note 4)MacGregor Village, Cary, NC


6,493


502


8,897





187


502


9,084


9,586


1,417

2004 (Note 4)Mall of Georgia Crossing, Mill Creek, GA





9,506


32,892





295


9,506


33,187


42,693


11,953

2004 (Note 5)Markland Plaza, Kokomo, IN





206


738





6,260


206


6,998


7,204


2,872

1974Martinsville Plaza, Martinsville, VA








584





408





992


992


744

1967Matteson Plaza, Matteson, IL





1,771


9,737





2,675


1,771


12,412


14,183


6,426

1988Muncie Plaza, Muncie, IN


7,383


267


10,509


87


1,355


354


11,864


12,218


4,356

1998New Castle Plaza, New Castle, IN





128


1,621





1,477


128


3,098


3,226


2,081

1966North Ridge Plaza, Joliet, IL





2,831


7,699





3,240


2,831


10,939


13,770


4,902

1985North Ridge Shopping Center, Raleigh, NC


7,930


385


12,838





493


385


13,331


13,716


2,215

2004 (Note 4)Northwood Plaza, Fort Wayne, IN





148


1,414





1,554


148


2,968


3,116


1,844

1974Palms Crossing, McAllen, TX (Note 6)





13,923


45,925





6,430


13,923


52,355


66,278


5,448

2006Pier Park, Panama City Beach, FL





23,586


73,158





42,162


23,586


115,320


138,906


9,461

2006Regency Plaza, St. Charles, MO


4,000


616


4,963





583


616


5,546


6,162


2,479

1988Richardson Square, Richardson, TX





6,285





1,268


15,494


7,553


15,494


23,047


895

1977Rockaway Commons, Rockaway, NJ





5,149


26,435





7,499


5,149


33,934


39,083


7,918

1998 (Note 4)Rockaway Town Plaza, Rockaway, NJ








18,698


2,225


1,754


2,225


20,452


22,677


3,084

2004Shops at Arbor Walk, The, Austin, TX (Note 6)





930


42,546





5,090


930


47,636


48,566


7,520

2005


116

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2009
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionRockaway Commons, Rockaway, NJShops at North East Mall, The, Hurst, TX





12,541


28,177


402


3,666


12,943


31,843


44,786


14,064

1999St. Charles Towne Plaza, Waldorf, MD


26,000


8,377


18,993





3,276


8,377


22,269


30,646


10,608

1987Teal Plaza, Lafayette, IN





99


878





3,011


99


3,889


3,988


2,754

1962Terrace at the Florida Mall, Orlando, FL





2,150


7,623





5,197


2,150


12,820


14,970


4,738

1989Tippecanoe Plaza, Lafayette, IN








745


234


5,169


234


5,914


6,148


3,165

1974University Center, Mishawaka, IN





3,071


7,413





1,810


3,071


9,223


12,294


6,490

1980Washington Plaza, Indianapolis, IN





941


1,697





398


941


2,095


3,036


2,586

1976Waterford Lakes Town Center, Orlando, FL





8,679


72,836





14,036


8,679


86,872


95,551


34,254

1999West Ridge Plaza, Topeka, KS


5,000


1,376


4,560





1,778


1,376


6,338


7,714


3,032

1988White Oaks Plaza, Springfield, IL


14,766


3,169


14,267





1,556


3,169


15,823


18,992


7,098

1986Wolf Ranch Town Center, Georgetown, TX





21,785


51,547





6,729


21,785


58,276


80,061


9,665

2004Other PropertiesCrossville Outlet Center, Crossville, TN





263


4,380





223


263


4,603


4,866


890

2004 (Note 4)Factory Merchants Branson, Branson, MO





1,383


19,637


1


846


1,384


20,483


21,867


1,801

2004 (Note 4)The Shoppes at Branson Meadows, Branson, MO


9,016





5,205





262





5,467


5,467


931

2004 (Note 4)Factory Stores of America  Boaz, AL


2,637





924





25





949


949


131

2004 (Note 4)Factory Stores of America  Georgetown, KY


6,248


148


3,610





49


148


3,659


3,807


566

2004 (Note 4)Factory Stores of America  Graceville, FL


1,857


12


408





66


12


474


486


70

2004 (Note 4)Factory Stores of America  Lebanon. MO


1,560


24


214








24


214


238


49

2004 (Note 4)Factory Stores of America  Nebraska City, NE


1,464


26


566





31


26


597


623


99

2004 (Note 4)Factory Stores of America  Story City, IA


1,812


7


526





5


7


531


538


79

2004 (Note 4)Factory Stores of North Bend, North Bend, WA





2,143


36,197





1,989


2,143


38,186


40,329


6,903

2004 (Note 4)Nanuet Mall, Nanuet, NY





27,310


162,993





3,322


27,310


166,315


193,625


152,965

1998 (Note 4)Palm Beach Mall, West Palm Beach, FL


50,725


11,962


112,437





35,195


11,962


147,632


159,594


104,571

1967University Mall, Pensacola, FL





4,256


26,657





3,405


4,256


30,062


34,318


26,506

1994Development ProjectsOther pre-development costs





37,635


7,656








37,635


7,656


45,291


Other





3,097


11,047





499


3,097


11,546


14,643


5,758$
5,554,138

$
2,572,883

$
17,511,497

$
185,111

$
4,754,224

$
2,757,994

$
22,265,721

$
25,023,715

$
6,806,670


117

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Schedule III as of December 31, 2009

(Dollars in thousands)

(1)    Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2009, 2008, and 2007 are as follows:

2009

2008

2007Balance, beginning of year

$
24,907,970

$
24,163,367

$
22,644,299Acquisitions and consolidations





7,640


743,457Improvements


315,928


797,717


1,057,663Disposals and de-consolidations


(200,183
)

(60,754
)

(282,052
)Balance, close of year

$
25,023,715

$
24,907,970

$
24,163,367


The
unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2009 was $20,019,482.

(2)    Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2009, 2008, and 2007 are as follows:

2009

2008

2007Balance, beginning of year

$
6,015,677

$
5,168,565

$
4,479,198Acquisitions and consolidations (5)








12,714Depreciation expense


893,139


871,556


808,041Disposals


(102,146
)

(24,444
)

(131,388
)Balance, close of year

$
6,806,670

$
6,015,677

$
5,168,565


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



118

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Table of Contents



Exhibits2

Agreement and Plan of Merger, dated as February 12, 2007, by and among SPG-FCM Ventures, LLC, SPG-FCM Acquisitions,
 Inc., SPG-FCM Acquisitions, L.P., The Mills Corporation, and The Mills Limited Partnership (incorporated by reference to Exhibit 2.1 to Simon Property Group, Inc.'s Current Report on Form 8-K filed February 23,
2007).3.1

Second Amended and Restated Certificate of Limited Partnership of the Limited Partnership (incorporated by reference to
Exhibit 3.1 of its Annual Report on Form 10-K for 2002 (filed by Simon Property Group, L.P.)).3.2

Eighth Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 10.1 of Simon Property
Group, Inc.'s Current Report on Form 8-K dated May 8, 2008).3.3

Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated March 7, 2007, but effective as
of August 27, 1999, regarding a prior agreement filed under an exhibit 99.1 to Form S-3/A of Simon Property Group, L.P. on November 20, 1996 (incorporated by reference to Exhibit 3.3 of the Registrant's 2008
Form 10-K).3.4

Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective
as of October 14, 2004, regarding redemption of the Registrant's Series I Preferred Units (incorporated by reference to Exhibit 3.1 of the Registrant's Form 10-Q filed on May 8, 2009).4(a)

Indenture, dated as of November 26, 1996, by and among Simon Property Group, L.P. and The Chase Manhattan Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement of Form S-3 filed on October 21, 1996 (Reg. No. 333-11491)).10.1

$3,500,000,000 Credit Agreement, dated as of December 15, 2005, among Simon Property Group, L.P., the Institutions
named therein as Lenders and the Institutions named therein as Co-Agents (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.'s Current Report on Form 8-K filed on December 20, 2005).10.2

Amendment to Credit Agreement among Simon Property Group, L.P., the Institutions named therein as Lenders and the
Institutions named therein as Co-Agents, dated October 4, 2007 (incorporated by reference to Exhibit 10.3 of Simon Property Group, L.P.'s Annual Report on Form 10-K for 2007).10.3*

Simon Property Group, L.P. 1998 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to Simon
Property Group, Inc.'s Current Report on Form 8-K dated May 8, 2008).10.4(b)

Option Agreement to acquire the Excluded Retail Property (Previously filed as Exhibit 10.10).10.5

Voting Agreement dated as of June 20, 2004 among the Simon Property Group, Inc., Simon Property Group, L.P., and
certain holders of shares of common stock of Chelsea Property Group, Inc. and/or common units of CPG Partners, L.P. (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Simon Property Group,
 L.P. on June 22, 2004).10.6

$3,565,000,000 Credit Agreement dated as of December 8, 2009 (incorporated by reference to Exhibit 99.2 of Simon
Property Group, L.P.'s Current Report on Form 8-K filed December 11, 2009).12

Statement regarding computation of ratios.21

List of Subsidiaries of the Company.23.1

Consent of Ernst & Young LLP.31.1

Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(a)Does
not include supplemental indentures which authorize the issuance of debt securities series, none of which exceeds 10% of the total assets of Simon
Property Group, L.P. on a consolidated basis. Simon Property Group, L.P. agrees to file copies of any such supplemental indentures upon the request of the Commission.(b)Incorporated
by reference to the exhibit indicated filed with the Annual Report on Form 10-K for the year ended December 31, 1993
by a predecessor of Simon Property Group, L.P.*Represents
a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.


119

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