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

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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, 2007

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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

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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 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 29, 2007.

Registrant
has no common stock outstanding.

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Documents Incorporated By Reference

None.



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Simon Property Group, L.P. and Subsidiaries
Annual Report on Form 10-K
December 31, 2007

TABLE OF CONTENTS

|Item No.   |  |                                                                                                                   |  | Page No.
|---------- |  | ----------------------------------------------------------------------------------------------------------------- |  | --------
|Part I    
|1.         |  | Business                                                                                                          |  | 3       
|1A.        |  | Risk Factors                                                                                                      |  | 7       
|1B.        |  | Unresolved Staff Comments                                                                                         |  | 11      
|2.         |  | Properties                                                                                                        |  | 12      
|3.         |  | Legal Proceedings                                                                                                 |  | 49      
|4.         |  | Submission of Matters to a Vote of Security Holders                                                               |  | 49      
|Part II   
|5.         |  | Market for the Registrant's Common Equity, Related Stockholder Matters,
and Issuer Purchases of Equity Securities |  | 50      
|6.         |  | Selected Financial Data                                                                                           |  | 51      
|7.         |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                             |  | 52      
|7A.        |  | Quantitative and Qualitative Disclosure About Market Risk                                                         |  | 69      
|8.         |  | Financial Statements and Supplementary Data                                                                       |  | 69      
|9.         |  | Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure                              |  | 69      
|9A.        |  | Controls and Procedures                                                                                           |  | 69      
|9B.        |  | Other Information                                                                                                 |  | 71      
|Part III  
|10.        |  | Directors, Executive Officers and Corporate Governance                                                            |  | 72      
|11.        |  | Executive Compensation                                                                                            |  | 72      
|12.        |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                    |  | 72      
|13.        |  | Certain Relationships and Related Transactions, and Director Independence                                         |  | 72      
|14.        |  | Principal Accountant Fees and Services                                                                            |  | 72      
|Part IV   
|15.        |  | Exhibits and Financial Statement Schedules                                                                        |  | 74      
|Signatures |  | 113                                                                                                              

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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, 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, 2007, we owned or held an interest in 320 income-producing properties in the United States, which consisted of 168 regional malls, 38 Premium
Outlet centers, 67 community/lifestyle centers, 37 properties acquired in the Mills acquisition, and 10 other shopping centers or outlet centers in 41 states and Puerto Rico. Of the 37 Mills
properties acquired, 17 of these are The Mills, 16 are regional malls, and four are community centers. We also own interests in four parcels of land held for future development. In the United States,
we have four new properties currently under development aggregating approximately 2.75 million square feet which will open during 2008. Internationally, we have ownership interests in
51 European shopping centers (in France, Italy and Poland), six Premium Outlet centers in Japan, one Premium Outlet center in Mexico, and one Premium Outlet center in South Korea. Also, through
a joint venture arrangement, we have a 32.5% interest in five shopping centers under development in China.

For
a description of our operational strategies and developments in our business during 2007, see the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section filed as 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 an interest in one property
through a mortgage note which results in us receiving 100% of the economics of the property. We may invest in participating or convertible mortgages if we conclude that we may benefit from the cash
flow or any appreciation in the value of the property.

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 REIT's and, in certain circumstances, interest from certain types of temporary investments. At least
95% of Simon Property's income must be derived from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other
combinations of the foregoing.

Subject
to 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 asset 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. We may, without limited partner approval, issue additional Units or 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. These may be preferred units and may be senior to the outstanding classes of 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.

We
have a $3.5 billion revolving unsecured credit facility. We also issue debt securities, but 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 on 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.



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

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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 or DeBartolo
families who are significant stockholders. Any transaction between us and the Simons or the DeBartolos, including property acquisitions, service and property management agreements and retail space
leases, must be approved by a majority of Simon Property's non-affiliated directors.

The
sale of certain of our properties may have an adverse tax impact on the Simons or the DeBartolos and the other limited partners. In order to avoid any conflict of interest between
Simon Property and our limited partners, the Simon Property charter requires that at least six of the 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 interests 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

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

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

Our
size reduces our dependence upon individual retail tenants. Approximately 5,100 different retailers occupy more than 28,600 stores in our properties and no retail tenant represents
more than 2.1% of our properties' total minimum rents.

Certain Activities

During the past three years, we have:

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Employees

At January 28, 2008, we and our affiliates employed approximately 5,100 persons at various properties and offices throughout the United States, of which
approximately 1,900 were part-time. Approximately 1,100 of
these employees were located at our corporate headquarters in Indianapolis, IN and 150 were located at our Chelsea offices in Roseland, NJ.

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, 2007, our consolidated mortgages and other indebtedness, excluding the related premium and discount, totaled $17.2 billion, of
which approximately $751 million matures during 2008, including recurring principal amortization on mortgages maturing during 2007. 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 which have experienced increasing
volatility in recent months. 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, or in the case of a fair value hedge, effectively convert fixed rate debt to 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.

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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 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 possibility that the United States may currently be experiencing a recession could adversely affect consumer spending. Any one or more of these factors could adversely affect our results of
operations or financial condition.



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. Department store and 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.



Bankruptcy filings by retailers occur frequently in the course of our operations. We are continually re-leasing 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, 2007, we owned interests in 181 income-producing properties with other parties. Of those, 19 properties are included in our consolidated
financial statements. We account for the other 162 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 162 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

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property
manager, 59 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 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, 2007, we
had loan guarantees and other guarantee obligations to support $132.5 million and $60.6 million, respectively, of our total $6.6 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. However, we are making a concerted
effort to shift from variable to fixed CAM contributions for our cost recoveries which will fix our tenants' CAM contributions to us. As a result, our CAM contributions may not allow us to recover a
substantial portion of these operating costs.



Our properties compete with other retail properties for tenants on the basis of the rent charged and location. The principal competition may come from existing or
future developments in the same market areas and from discount shopping centers, outlet malls, catalogues, discount shopping clubs and electronic commerce. The presence of competitive properties also
affects our ability to lease space and the level of rents we can obtain. Renovations and expansions at competing malls 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 attractive tenants and
qualified management.



We hold interests in joint venture properties that are under operation in Europe, Japan, South Korea, and Mexico. We have also established arrangements to develop
joint venture properties in China, and expect to 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 less than 6% of the GLA of all of our properties at
December 31, 2007), 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 "all risk" property coverage including fire, flood, extended coverage and rental loss insurance on our properties. Our
captive insurance company subsidiaries indemnify our general liability carrier for a specific layer of losses. A similar policy written through our subsidiary also provides a portion of our initial
coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations. Even insured losses could result in a serious disruption to our business and delay
our receipt of revenue.

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 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.



Although inflation has not materially impacted our operations in the recent past, increased inflation could have a more pronounced negative impact on our mortgage
and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases,
which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our overage
rents, where applicable.

Risks Relating to Federal Income Taxes



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.

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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 242 million square feet of gross leasable area, or GLA, of which we own approximately 150.8 million square feet. Total estimated retail
sales at the properties in 2007 were approximately $60 billion.

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 168 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 18,300 occupied stores, including approximately 675 anchors, which are mostly national retailers.

Premium
Outlet centers generally contain a wide variety of retailers located in open-air manufacturers' outlet centers. Our 38 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 metropolitan areas including New York City, Los Angeles, Chicago, Boston, Washington, D.C.,
and San Francisco; or within 20 miles of major tourist destinations including Palm Springs, Napa Valley, Orlando, Las Vegas, and Honolulu.

The
Mills portfolio consists of Mills centers, regional malls, and community centers. The 17 Mills centers generally range in size from 1.0 million to 2.3 million square
feet of GLA. The Mills centers are located in major metropolitan areas and have a combination of traditional mall, outlet center, and big box retailers and entertainment uses. The 16 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. The four community centers are adjacent to Mills centers, and contain a mix of big box and other local and national retail tenants.

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 tenants that are usually national retailers among the
leaders in their markets. These tenants generally 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 10 other shopping centers or outlet centers. These properties range in size from approximately 85,000 to 300,000 square feet of GLA 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 as of December 31, 2007:

|                                         |  | 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 |  | 65.9           | % | 11.4                   | % | 17.5                                                           | % | 4.9                          | % | 0.3              | %
|% of total property GLA                  |  | 67.7           | % | 6.2                    | % | 17.7                                                           | % | 7.7                          | % | 0.7              | %
|% of owned property GLA                  |  | 59.4           | % | 10.0                   | % | 20.9                                                           | % | 8.6                          | % | 1.1              | %

As
of December 31, 2007, approximately 93.5% of the owned GLA in regional malls and the retail space of the other properties was leased, approximately 99.7% of owned GLA in the
Premium Outlet centers was leased, approximately 94.1% of the owned GLA for the Mills and 89.5% of owned GLA for the Mills regional malls was leased, and approximately 94.1% of owned GLA in the
community/lifestyle centers was leased.

We
own 100% of 198 of our properties, effectively control 19 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 310 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

12

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time,
which will result in either the use of available cash or borrowings to acquire their partnership interest or the disposal of our partnership interest.

The
following property table summarizes certain data on our regional malls, Premium Outlet centers, the properties acquired in the Mills acquisition, and community/lifestyle centers
located in the United States, including Puerto Rico, as of December 31, 2007.

13

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                |  |    |  |                                       |  |                              |  |       |         |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ------------------------------ |  | -- |  | ------------------------------------- |  | ---------------------------- |  | ----- | ------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|    |  | Regional Malls                 |  |    |  |                                       |  |                              |  |       |         |               |  |       |   |                     |  |        
|1.  |  | Anderson Mall                  |  | SC |  | Anderson (Greenville)                 |  | Fee                          |  | 100.0 | %       | Built 1972    |  | 90.2  | % | 353,994             |  | 191,341
|2.  |  | Apple Blossom Mall             |  | VA |  | Winchester                            |  | Fee                          |  | 49.1  | %(4)    | Acquired 1999 |  | 89.0  | % | 229,011             |  | 213,811
|3.  |  | Arsenal Mall                   |  | MA |  | Watertown (Boston)                    |  | Fee                          |  | 100.0 | %       | Acquired 1999 |  | 94.9  | % | 191,395             |  | 313,268
|4.  |  | Atrium Mall                    |  | MA |  | Chestnut Hill (Boston)                |  | Fee                          |  | 49.1  | %(4)    | Acquired 1999 |  | 100.0 | % |                    |  | 204,568
|5.  |  | Auburn Mall                    |  | MA |  | Auburn (Worcester)                    |  | Fee                          |  | 49.1  | %(4)    | Acquired 1999 |  | 92.1  | % | 417,620             |  | 173,320
|6.  |  | Aventura Mall(1)               |  | FL |  | Miami Beach                           |  | Fee                          |  | 33.3  | %(4)    | Built 1983    |  | 93.8  | % | 1,116,938           |  | 662,394
|7.  |  | Avenues, The                   |  | FL |  | Jacksonville                          |  | Fee                          |  | 25.0  | %(4)(2) | Built 1990    |  | 93.9  | % | 754,956             |  | 363,249
|8.  |  | Bangor Mall                    |  | ME |  | Bangor                                |  | Fee                          |  | 67.4  | %(15)   | Acquired 2003 |  | 95.2  | % | 416,582             |  | 236,068
|9.  |  | Barton Creek Square            |  | TX |  | Austin                                |  | Fee                          |  | 100.0 | %       | Built 1981    |  | 99.1  | % | 922,266             |  | 506,852
|10. |  | Battlefield Mall               |  | MO |  | Springfield                           |  | Fee and Ground Lease (2056)  |  | 100.0 | %       | Built 1970    |  | 93.9  | % | 770,111             |  | 432,865
|11. |  | Bay Park Square                |  | WI |  | Green Bay                             |  | Fee                          |  | 100.0 | %       | Built 1980    |  | 98.4  | % | 425,773             |  | 274,380
|12. |  | Bowie Town Center              |  | MD |  | Bowie (Washington, D.C.)              |  | Fee                          |  | 100.0 | %       | Built 2001    |  | 99.7  | % | 355,557             |  | 328,589
|13. |  | Boynton Beach Mall             |  | FL |  | Boynton Beach (Miami-Fort Lauderdale) |  | Fee                          |  | 100.0 | %       | Built 1985    |  | 87.9  | % | 714,210             |  | 387,830
|14. |  | Brea Mall                      |  | CA |  | Brea (Los Angeles)                    |  | Fee                          |  | 100.0 | %       | Acquired 1998 |  | 96.8  | % | 874,802             |  | 443,902
|15. |  | Broadway Square                |  | TX |  | Tyler                                 |  | Fee                          |  | 100.0 | %       | Acquired 1994 |  | 98.5  | % | 427,730             |  | 202,122
|16. |  | Brunswick Square               |  | NJ |  | East Brunswick (New York)             |  | Fee                          |  | 100.0 | %       | Built 1973    |  | 99.7  | % | 467,626             |  | 298,874
|17. |  | Burlington Mall                |  | MA |  | Burlington (Boston)                   |  | Ground Lease (2048)          |  | 100.0 | %       | Acquired 1998 |  | 91.0  | % | 642,411             |  | 537,922
|18. |  | Cape Cod Mall                  |  | MA |  | Hyannis                               |  | Ground Leases (2009-2073)(7) |  | 49.1  | %(4)    | Acquired 1999 |  | 98.0  | % | 420,199             |  | 303,658
|19. |  | Castleton Square               |  | IN |  | Indianapolis                          |  | Fee                          |  | 100.0 | %       | Built 1972    |  | 96.6  | % | 908,481             |  | 466,700
|20. |  | Century III Mall               |  | PA |  | West Mifflin (Pittsburgh)             |  | Fee                          |  | 100.0 | %       | Built 1979    |  | 79.5  | % | 831,439             |  | 459,141
|21. |  | Charlottesville Fashion Square |  | VA |  | Charlottesville                       |  | Ground Lease (2076)          |  | 100.0 | %       | Acquired 1997 |  | 99.4  | % | 381,153             |  | 190,383
|22. |  | Chautauqua Mall                |  | NY |  | Lakewood (Jamestown)                  |  | Fee                          |  | 100.0 | %       | Built 1971    |  | 87.2  | % | 213,320             |  | 219,047

14

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                    |  |    |  |                                             |  |                                |  |       |         |               |  |      |   | Gross Leasable Area |  |          
|--- |  | ------------------ |  | -- |  | ------------------------------------------- |  | ------------------------------ |  | ----- | ------- | ------------- |  | ---- | - | ------------------- |  | ---------
|
|
|23. |  | Chesapeake Square  |  | VA |  | Chesapeake (Virginia Beach-Norfolk)         |  | Fee and Ground Lease (2062)    |  | 75.0  | %(12)   | Built 1989    |  | 93.5 | % | 534,760             |  | 272,783  
|24. |  | Cielo Vista Mall   |  | TX |  | El Paso                                     |  | Fee and Ground Lease (2010)(7) |  | 100.0 | %       | Built 1974    |  | 98.2 | % | 793,716             |  | 449,537  
|25. |  | Circle Centre      |  | IN |  | Indianapolis                                |  | Property Lease (2097)          |  | 14.7  | %(4)(2) | Built 1995    |  | 88.1 | % | 350,000             |  | 432,662  
|26. |  | Coconut Point      |  | FL |  | Estero (Cape Coral-Fort Myers)              |  | Fee                            |  | 50.0  | %(4)    | Built 2006    |  | 94.3 | % | 503,819             |  | 498,679  
|27. |  | Coddingtown Mall   |  | CA |  | Santa Rosa                                  |  | Fee                            |  | 50.0  | %(4)    | Acquired 2005 |  | 90.4 | % | 547,090             |  | 261,372  
|28. |  | College Mall       |  | IN |  | Bloomington                                 |  | Fee and Ground Lease (2048)(7) |  | 100.0 | %       | Built 1965    |  | 95.0 | % | 356,887             |  | 272,925  
|29. |  | Columbia Center    |  | WA |  | Kennewick                                   |  | Fee                            |  | 100.0 | %       | Acquired 1987 |  | 92.2 | % | 408,052             |  | 365,311  
|30. |  | Copley Place       |  | MA |  | Boston                                      |  | Fee                            |  | 98.1  | %       | Acquired 2002 |  | 99.6 | % | 150,847             |  | 1,091,384
|31. |  | Coral Square       |  | FL |  | Coral Springs (Miami-Fort Lauderdale)       |  | Fee                            |  | 97.2  | %       | Built 1984    |  | 99.7 | % | 648,144             |  | 297,770  
|32. |  | Cordova Mall       |  | FL |  | Pensacola                                   |  | Fee                            |  | 100.0 | %       | Acquired 1998 |  | 94.6 | % | 395,875             |  | 469,150  
|33. |  | Cottonwood Mall    |  | NM |  | Albuquerque                                 |  | Fee                            |  | 100.0 | %       | Built 1996    |  | 96.0 | % | 631,556             |  | 408,590  
|34. |  | Crossroads Mall    |  | NE |  | Omaha                                       |  | Fee                            |  | 100.0 | %       | Acquired 1994 |  | 77.8 | % | 522,119             |  | 188,403  
|35. |  | Crystal Mall       |  | CT |  | Waterford                                   |  | Fee                            |  | 74.6  | %(4)    | Acquired 1998 |  | 90.6 | % | 442,311             |  | 350,561  
|36. |  | Crystal River Mall |  | FL |  | Crystal River                               |  | Fee                            |  | 100.0 | %       | Built 1990    |  | 89.0 | % | 302,495             |  | 121,804  
|37. |  | Dadeland Mall      |  | FL |  | Miami                                       |  | Fee                            |  | 50.0  | %(4)    | Acquired 1997 |  | 97.2 | % | 1,132,072           |  | 337,869  
|38. |  | DeSoto Square      |  | FL |  | Bradenton (Sarasota-Bradenton)              |  | Fee                            |  | 100.0 | %       | Built 1973    |  | 98.1 | % | 435,467             |  | 244,119  
|39. |  | Domain, The        |  | TX |  | Austin                                      |  | Fee                            |  | 100.0 | %       | Built 2006    |  | 91.1 | % | 220,000             |  | 411,118  
|40. |  | Eastland Mall      |  | IN |  | Evansville                                  |  | Fee                            |  | 50.0  | %(4)    | Acquired 1998 |  | 93.5 | % | 489,144             |  | 375,242  
|41. |  | Edison Mall        |  | FL |  | Fort Myers                                  |  | Fee                            |  | 100.0 | %       | Acquired 1997 |  | 97.9 | % | 742,667             |  | 309,342  
|42. |  | Emerald Square     |  | MA |  | North Attleboro (ProvidenceRI-New Bedford) |  | Fee                            |  | 49.1  | %(4)    | Acquired 1999 |  | 94.4 | % | 647,372             |  | 374,955  
|43. |  | Empire Mall(2)     |  | SD |  | Sioux Falls                                 |  | Fee and Ground Lease (2013)(7) |  | 50.0  | %(4)    | Acquired 1998 |  | 93.9 | % | 497,341             |  | 547,880  

15

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                      |  |    |  |                              |  |                                |  |       |      |               |  |      |   | Gross Leasable Area |  |          
|--- |  | ------------------------------------ |  | -- |  | ---------------------------- |  | ------------------------------ |  | ----- | ---- | ------------- |  | ---- | - | ------------------- |  | ---------
|
|
|44. |  | Fashion Centre at Pentagon City, The |  | VA |  | Arlington (Washington, DC)   |  | Fee                            |  | 42.5  | %(4) | Built 1989    |  | 95.7 | % | 472,729             |  | 521,516  
|45. |  | Fashion Mall at Keystone             |  | IN |  | Indianapolis                 |  | Ground Lease (2067)            |  | 100.0 | %    | Acquired 1997 |  | 96.7 | % | 120,000             |  | 433,721  
|46. |  | Fashion Valley Mall                  |  | CA |  | San Diego                    |  | Fee                            |  | 50.0  | %(4) | Acquired 2001 |  | 98.7 | % | 1,053,305           |  | 654,841  
|47. |  | Firewheel Town Center                |  | TX |  | Garland (Dallas-Forth Worth) |  | Fee                            |  | 100.0 | %    | Built 2005    |  | 94.0 | % | 295,532             |  | 615,917  
|48. |  | Florida Mall, The                    |  | FL |  | Orlando                      |  | Fee                            |  | 50.0  | %(4) | Built 1986    |  | 99.3 | % | 1,092,465           |  | 616,840  
|49. |  | Forest Mall                          |  | WI |  | Fond Du Lac                  |  | Fee                            |  | 100.0 | %    | Built 1973    |  | 92.6 | % | 327,260             |  | 173,314  
|50. |  | Forum Shops at Caesars, The          |  | NV |  | Las Vegas                    |  | Ground Lease (2050)            |  | 100.0 | %    | Built 1992    |  | 99.7 | % |                    |  | 635,258  
|51. |  | Galleria, The                        |  | TX |  | Houston                      |  | Fee and Ground Lease (2029)    |  | 31.5  | %(4) | Acquired 2002 |  | 95.8 | % | 1,233,802           |  | 1,113,396
|52. |  | Granite Run Mall                     |  | PA |  | Media (Philadelphia)         |  | Fee                            |  | 50.0  | %(4) | Acquired 1998 |  | 86.7 | % | 500,809             |  | 535,357  
|53. |  | Great Lakes Mall                     |  | OH |  | Mentor (Cleveland)           |  | Fee                            |  | 100.0 | %    | Built 1961    |  | 91.3 | % | 879,300             |  | 378,457  
|54. |  | Greendale Mall                       |  | MA |  | Worcester (Boston)           |  | Fee and Ground Lease (2009)(7) |  | 49.1  | %(4) | Acquired 1999 |  | 91.0 | % | 132,634             |  | 298,632  
|55. |  | Greenwood Park Mall                  |  | IN |  | Greenwood (Indianapolis)     |  | Fee                            |  | 100.0 | %    | Acquired 1979 |  | 97.5 | % | 754,928             |  | 488,598  
|56. |  | Gulf View Square                     |  | FL |  | Port Richey (Tampa-St. Pete) |  | Fee                            |  | 100.0 | %    | Built 1980    |  | 99.8 | % | 461,852             |  | 291,977  
|57. |  | Gwinnett Place                       |  | GA |  | Duluth (Atlanta)             |  | Fee                            |  | 75.0  | %    | Acquired 1998 |  | 87.1 | % | 843,609             |  | 434,300  
|58. |  | Haywood Mall                         |  | SC |  | Greenville                   |  | Fee and Ground Lease (2017)(7) |  | 100.0 | %    | Acquired 1998 |  | 99.4 | % | 902,400             |  | 328,787  
|59. |  | Highland Mall(1)                     |  | TX |  | Austin                       |  | Fee and Ground Lease (2070)    |  | 50.0  | %(4) | Acquired 1998 |  | 77.6 | % | 732,000             |  | 359,199  
|60. |  | Independence Center                  |  | MO |  | Independence (Kansas City)   |  | Fee                            |  | 100.0 | %    | Acquired 1994 |  | 99.2 | % | 499,284             |  | 532,844  
|61. |  | Indian River Mall                    |  | FL |  | Vero Beach                   |  | Fee                            |  | 50.0  | %(4) | Built 1996    |  | 94.5 | % | 445,552             |  | 302,881  
|62. |  | Ingram Park Mall                     |  | TX |  | San Antonio                  |  | Fee                            |  | 100.0 | %    | Built 1979    |  | 96.3 | % | 750,888             |  | 375,483  
|63. |  | Irving Mall                          |  | TX |  | Irving (Dallas-Fort Worth)   |  | Fee                            |  | 100.0 | %    | Built 1971    |  | 96.3 | % | 637,415             |  | 404,920  

16

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                              |  |    |  |                                 |  |                                |  |       |           |               |  |      |   | Gross Leasable Area |  |          
|--- |  | ---------------------------- |  | -- |  | ------------------------------- |  | ------------------------------ |  | ----- | --------- | ------------- |  | ---- | - | ------------------- |  | ---------
|
|
|64. |  | Jefferson Valley Mall        |  | NY |  | Yorktown Heights (New York)     |  | Fee                            |  | 100.0 | %         | Built 1983    |  | 93.0 | % | 310,095             |  | 277,988  
|65. |  | King of Prussia Mall         |  | PA |  | King of Prussia (Philadelphia)  |  | Fee                            |  | 12.4  | %(4) (15) | Acquired 2003 |  | 96.3 | % | 1,545,812           |  | 1,068,085
|66. |  | Knoxville Center             |  | TN |  | Knoxville                       |  | Fee                            |  | 100.0 | %         | Built 1984    |  | 90.5 | % | 597,028             |  | 384,569  
|67. |  | La Plaza Mall                |  | TX |  | McAllen                         |  | Fee and Ground Lease (2040)(7) |  | 100.0 | %         | Built 1976    |  | 93.1 | % | 776,397             |  | 426,362  
|68. |  | Laguna Hills Mall            |  | CA |  | Laguna Hills (Los Angeles)      |  | Fee                            |  | 100.0 | %         | Acquired 1997 |  | 93.6 | % | 536,500             |  | 330,506  
|69. |  | Lake Square Mall             |  | FL |  | Leesburg (Orlando)              |  | Fee                            |  | 50.0  | %(4)      | Acquired 1998 |  | 83.3 | % | 296,037             |  | 239,982  
|70. |  | Lakeline Mall                |  | TX |  | Cedar Park (Austin)             |  | Fee                            |  | 100.0 | %         | Built 1995    |  | 95.8 | % | 745,179             |  | 352,513  
|71. |  | Lehigh Valley Mall           |  | PA |  | Whitehall (AllentownBethlehem) |  | Fee                            |  | 37.6  | %(4) (15) | Acquired 2003 |  | 99.1 | % | 564,353             |  | 593,841  
|72. |  | Lenox Square                 |  | GA |  | Atlanta                         |  | Fee                            |  | 100.0 | %         | Acquired 1998 |  | 90.6 | % | 873,580             |  | 665,010  
|73. |  | Liberty Tree Mall            |  | MA |  | Danvers (Boston)                |  | Fee                            |  | 49.1  | %(4)      | Acquired 1999 |  | 91.3 | % | 498,000             |  | 358,291  
|74. |  | Lima Mall                    |  | OH |  | Lima                            |  | Fee                            |  | 100.0 | %         | Built 1965    |  | 90.6 | % | 541,861             |  | 203,650  
|75. |  | Lincolnwood Town Center      |  | IL |  | Lincolnwood (Chicago)           |  | Fee                            |  | 100.0 | %         | Built 1990    |  | 96.7 | % | 220,830             |  | 201,033  
|76. |  | Lindale Mall(1)              |  | IA |  | Cedar Rapids                    |  | Fee                            |  | 50.0  | %(4)      | Acquired 1998 |  | 85.4 | % | 305,563             |  | 387,862  
|77. |  | Livingston Mall              |  | NJ |  | Livingston (New York)           |  | Fee                            |  | 100.0 | %         | Acquired 1998 |  | 95.4 | % | 616,128             |  | 338,851  
|78. |  | Longview Mall                |  | TX |  | Longview                        |  | Fee                            |  | 100.0 | %         | Built 1978    |  | 87.2 | % | 440,917             |  | 209,283  
|79. |  | Mall at Chestnut Hill        |  | MA |  | Chestnut Hill (Boston)          |  | Lease (2039)(9)                |  | 47.2  | %(4)      | Acquired 2002 |  | 97.9 | % | 297,253             |  | 180,181  
|80. |  | Mall at Rockingham Park, The |  | NH |  | Salem (Boston)                  |  | Fee                            |  | 24.6  | %(4)      | Acquired 1999 |  | 99.9 | % | 638,111             |  | 382,059  
|81. |  | Mall at The Source, The      |  | NY |  | Westbury (New York)             |  | Fee                            |  | 25.5  | %(4)(2)   | Built 1997    |  | 96.9 | % | 210,798             |  | 516,222  
|82. |  | Mall of Georgia              |  | GA |  | Buford (Atlanta)                |  | Fee                            |  | 100.0 | %         | Built 1999    |  | 98.2 | % | 1,069,590           |  | 723,886  
|83. |  | Mall of New Hampshire, The   |  | NH |  | Manchester                      |  | Fee                            |  | 49.1  | %(4)      | Acquired 1999 |  | 97.8 | % | 444,889             |  | 362,874  
|84. |  | Maplewood Mall               |  | MN |  | Minneapolis                     |  | Fee                            |  | 100.0 | %         | Acquired 2002 |  | 98.2 | % | 588,822             |  | 341,702  

17

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                          |  |    |  |                            |  |                                 |  |       |       |               |  |      |   | Gross Leasable Area |  |        
|---- |  | ------------------------ |  | -- |  | -------------------------- |  | ------------------------------- |  | ----- | ----- | ------------- |  | ---- | - | ------------------- |  | -------
|
|
|85.  |  | Markland Mall            |  | IN |  | Kokomo                     |  | Ground Lease (2041)             |  | 100.0 | %     | Built 1968    |  | 93.7 | % | 273,094             |  | 120,602
|86.  |  | McCain Mall              |  | AR |  | N. Little Rock             |  | Fee and Ground Lease (2032)(10) |  | 100.0 | %     | Built 1973    |  | 96.1 | % | 554,156             |  | 221,463
|87.  |  | Melbourne Square         |  | FL |  | Melbourne                  |  | Fee                             |  | 100.0 | %     | Built 1982    |  | 83.9 | % | 416,167             |  | 294,331
|88.  |  | Menlo Park Mall          |  | NJ |  | Edison (New York)          |  | Fee                             |  | 100.0 | %     | Acquired 1997 |  | 97.4 | % | 527,591             |  | 794,480
|89.  |  | Mesa Mall(1)             |  | CO |  | Grand Junction             |  | Fee                             |  | 50.0  | %(4)  | Acquired 1998 |  | 83.0 | % | 441,208             |  | 441,532
|90.  |  | Miami International Mall |  | FL |  | Miami                      |  | Fee                             |  | 47.8  | %(4)  | Built 1982    |  | 95.6 | % | 778,784             |  | 294,765
|91.  |  | Midland Park Mall        |  | TX |  | Midland                    |  | Fee                             |  | 100.0 | %     | Built 1980    |  | 90.0 | % | 339,113             |  | 279,216
|92.  |  | Miller Hill Mall         |  | MN |  | Duluth                     |  | Ground Lease (2013)             |  | 100.0 | %     | Built 1973    |  | 96.5 | % | 429,508             |  | 361,507
|93.  |  | Montgomery Mall          |  | PA |  | North Wales (Philadelphia) |  | Fee                             |  | 60.0  | %(15) | Acquired 2003 |  | 90.0 | % | 684,855             |  | 408,873
|94.  |  | Muncie Mall              |  | IN |  | Muncie                     |  | Fee                             |  | 100.0 | %     | Built 1970    |  | 90.3 | % | 435,756             |  | 203,993
|95.  |  | Nanuet Mall              |  | NY |  | Nanuet (New York)          |  | Fee                             |  | 100.0 | %     | Acquired 1998 |  | 66.7 | % | 583,711             |  | 331,263
|96.  |  | North East Mall          |  | TX |  | Hurst (Dallas-Fort Worth)  |  | Fee                             |  | 100.0 | %     | Built 1971    |  | 95.6 | % | 1,191,930           |  | 452,245
|97.  |  | Northfield Square Mall   |  | IL |  | Bourbonnais                |  | Fee                             |  | 31.6  | %(12) | Built 1990    |  | 76.4 | % | 310,994             |  | 246,540
|98.  |  | Northgate Mall           |  | WA |  | Seattle                    |  | Fee                             |  | 100.0 | %     | Acquired 1987 |  | 96.6 | % | 612,073             |  | 395,328
|99.  |  | Northlake Mall           |  | GA |  | Atlanta                    |  | Fee                             |  | 100.0 | %     | Acquired 1998 |  | 97.9 | % | 665,745             |  | 296,457
|100. |  | NorthPark Mall           |  | IA |  | Davenport                  |  | Fee                             |  | 50.0  | %(4)  | Acquired 1998 |  | 86.0 | % | 650,456             |  | 422,579
|101. |  | Northshore Mall          |  | MA |  | Peabody (Boston)           |  | Fee                             |  | 49.1  | %(4)  | Acquired 1999 |  | 89.8 | % | 677,433             |  | 692,439
|102. |  | Northwoods Mall          |  | IL |  | Peoria                     |  | Fee                             |  | 100.0 | %     | Acquired 1983 |  | 96.1 | % | 472,969             |  | 221,040
|103. |  | Oak Court Mall           |  | TN |  | Memphis                    |  | Fee                             |  | 100.0 | %     | Acquired 1997 |  | 93.3 | % | 532,817             |  | 314,812
|104. |  | Ocean County Mall        |  | NJ |  | Toms River (New York)      |  | Fee                             |  | 100.0 | %     | Acquired 1998 |  | 95.7 | % | 616,443             |  | 274,402
|105. |  | Orange Park Mall         |  | FL |  | Orange Park (Jacksonville) |  | Fee                             |  | 100.0 | %     | Acquired 1994 |  | 95.2 | % | 576,051             |  | 382,956
|106. |  | Orland Square            |  | IL |  | Orland Park (Chicago)      |  | Fee                             |  | 100.0 | %     | Acquired 1997 |  | 98.7 | % | 773,295             |  | 438,011

18

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                             |  |    |  |                                         |  |                                |  |       |          |               |  |      |   | Gross Leasable Area |  |        
|---- |  | --------------------------- |  | -- |  | --------------------------------------- |  | ------------------------------ |  | ----- | -------- | ------------- |  | ---- | - | ------------------- |  | -------
|
|
|107. |  | Oxford Valley Mall          |  | PA |  | Langhorne (Philadelphia)                |  | Fee                            |  | 63.2  | %(15)    | Acquired 2003 |  | 96.0 | % | 762,558             |  | 556,333
|108. |  | Paddock Mall                |  | FL |  | Ocala                                   |  | Fee                            |  | 100.0 | %        | Built 1980    |  | 92.9 | % | 387,378             |  | 168,111
|109. |  | Palm Beach Mall             |  | FL |  | West Palm Beach (Miami-Fort Lauderdale) |  | Fee                            |  | 100.0 | %        | Built 1967    |  | 82.3 | % | 749,288             |  | 335,023
|110. |  | Penn Square Mall            |  | OK |  | Oklahoma City                           |  | Ground Lease (2060)            |  | 94.5  | %        | Acquired 2002 |  | 97.3 | % | 588,137             |  | 462,399
|111. |  | Pheasant Lane Mall          |  | NH |  | Nashua (Manchester)                     |  | (14)                           |  | (14)  |          | Acquired 2002 |  | 97.0 | % | 555,474             |  | 313,095
|112. |  | Phipps Plaza                |  | GA |  | Atlanta                                 |  | Fee                            |  | 100.0 | %        | Acquired 1998 |  | 96.3 | % | 472,385             |  | 346,240
|113. |  | Plaza Carolina              |  | PR |  | Carolina (San Juan)                     |  | Fee                            |  | 100.0 | %        | Acquired 2004 |  | 97.9 | % | 504,796             |  | 592,267
|114. |  | Port Charlotte Town Center  |  | FL |  | Port Charlotte (Punta Gorda)            |  | Fee                            |  | 80.0  | %(12)    | Built 1989    |  | 86.9 | % | 458,251             |  | 322,000
|115. |  | Prien Lake Mall             |  | LA |  | Lake Charles                            |  | Fee and Ground Lease (2025)(7) |  | 100.0 | %        | Built 1972    |  | 91.8 | % | 644,124             |  | 177,394
|116. |  | Quaker Bridge Mall          |  | NJ |  | Lawrenceville (Trenton)                 |  | Fee                            |  | 38.0  | %(4)(15) | Acquired 2003 |  | 97.4 | % | 686,760             |  | 412,144
|117. |  | Raleigh Springs Mall        |  | TN |  | Memphis                                 |  | Fee and Ground Lease (2018)(7) |  | 100.0 | %        | Built 1971    |  | 59.1 | % | 691,230             |  | 225,965
|118. |  | Richmond Town Square        |  | OH |  | Richmond Heights (Cleveland)            |  | Fee                            |  | 100.0 | %        | Built 1966    |  | 98.4 | % | 685,251             |  | 331,663
|119. |  | River Oaks Center           |  | IL |  | Calumet City (Chicago)                  |  | Fee                            |  | 100.0 | %        | Acquired 1997 |  | 90.8 | % | 807,871             |  | 557,760
|120. |  | Rockaway Townsquare         |  | NJ |  | Rockaway (New York)                     |  | Fee                            |  | 100.0 | %        | Acquired 1998 |  | 98.0 | % | 786,626             |  | 456,720
|121. |  | Rolling Oaks Mall           |  | TX |  | San Antonio                             |  | Fee                            |  | 100.0 | %        | Built 1988    |  | 88.9 | % | 596,308             |  | 285,785
|122. |  | Roosevelt Field             |  | NY |  | Garden City (New York)                  |  | Fee and Ground Lease (2090)(7) |  | 100.0 | %        | Acquired 1998 |  | 98.8 | % | 1,430,425           |  | 779,991
|123. |  | Ross Park Mall              |  | PA |  | Pittsburgh                              |  | Fee                            |  | 100.0 | %        | Built 1986    |  | 93.9 | % | 563,477             |  | 458,220
|124. |  | Rushmore Mall(1)            |  | SD |  | Rapid City                              |  | Fee                            |  | 50.0  | %(4)     | Acquired 1998 |  | 91.2 | % | 470,660             |  | 361,643
|125. |  | Santa Rosa Plaza            |  | CA |  | Santa Rosa                              |  | Fee                            |  | 100.0 | %        | Acquired 1998 |  | 96.7 | % | 428,258             |  | 270,487
|126. |  | Seminole Towne Center       |  | FL |  | Sanford (Orlando)                       |  | Fee                            |  | 45.0  | %(4)(2)  | Built 1995    |  | 92.5 | % | 768,798             |  | 369,098
|127. |  | Shops at Mission Viejo, The |  | CA |  | Mission Viejo (Los Angeles)             |  | Fee                            |  | 100.0 | %        | Built 1979    |  | 98.9 | % | 677,215             |  | 472,775
|128. |  | Shops at Sunset Place, The  |  | FL |  | S. Miami                                |  | Fee                            |  | 37.5  | %(4)(2)  | Built 1999    |  | 90.5 | % |                    |  | 514,559
|129. |  | Smith Haven Mall            |  | NY |  | Lake Grove (New York)                   |  | Fee                            |  | 25.0  | %(4)     | Acquired 1995 |  | 92.2 | % | 794,315             |  | 517,201
|130. |  | Solomon Pond Mall           |  | MA |  | Marlborough (Boston)                    |  | Fee                            |  | 49.1  | %(4)     | Acquired 1999 |  | 94.6 | % | 538,843             |  | 371,627

19

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                           |  |    |  |                                    |  |                               |  |       |          |               |  |       |   | Gross Leasable Area |  |        
|---- |  | ------------------------- |  | -- |  | ---------------------------------- |  | ----------------------------- |  | ----- | -------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|131. |  | South Hills Village       |  | PA |  | Pittsburgh                         |  | Fee                           |  | 100.0 | %        | Acquired 1997 |  | 97.8  | % | 655,987             |  | 484,424
|132. |  | South Shore Plaza         |  | MA |  | Braintree (Boston)                 |  | Fee                           |  | 100.0 | %        | Acquired 1998 |  | 95.9  | % | 547,287             |  | 623,808
|133. |  | Southern Hills Mall(1)    |  | IA |  | Sioux City                         |  | Fee                           |  | 50.0  | %(4)     | Acquired 1998 |  | 93.4  | % | 372,937             |  | 425,694
|134. |  | Southern Park Mall        |  | OH |  | Boardman (Youngstown)              |  | Fee                           |  | 100.0 | %        | Built 1970    |  | 94.0  | % | 811,858             |  | 383,830
|135. |  | SouthPark                 |  | NC |  | Charlotte                          |  | Fee & Ground Lease (2040)(11) |  | 100.0 | %        | Acquired 2002 |  | 99.8  | % | 1,044,742           |  | 569,557
|136. |  | SouthPark Mall            |  | IL |  | Moline (DavenportIA-Moline)       |  | Fee                           |  | 50.0  | %(4)     | Acquired 1998 |  | 83.3  | % | 578,056             |  | 445,948
|137. |  | SouthRidge Mall(1)        |  | IA |  | Des Moines                         |  | Fee                           |  | 50.0  | %(4)     | Acquired 1998 |  | 70.8  | % | 388,752             |  | 498,080
|138. |  | Springfield Mall(1)       |  | PA |  | Springfield (Philadelphia)         |  | Fee                           |  | 38.0  | %(4)(15) | Acquired 2005 |  | 86.9  | % | 367,176             |  | 221,592
|139. |  | Square One Mall           |  | MA |  | Saugus (Boston)                    |  | Fee                           |  | 49.1  | %(4)     | Acquired 1999 |  | 95.6  | % | 608,601             |  | 321,446
|140. |  | St. Charles Towne Center  |  | MD |  | Waldorf (Washington, D.C.)         |  | Fee                           |  | 100.0 | %        | Built 1990    |  | 94.0  | % | 631,602             |  | 350,858
|141. |  | St. Johns Town Center     |  | FL |  | Jacksonville                       |  | Fee                           |  | 50.0  | %(4)     | Built 2005    |  | 96.7  | % | 653,291             |  | 562,667
|142. |  | Stanford Shopping Center  |  | CA |  | Palo Alto (San Francisco)          |  | Ground Lease (2054)           |  | 100.0 | %        | Acquired 2003 |  | 97.2  | % | 849,153             |  | 528,696
|143. |  | Summit Mall               |  | OH |  | Akron                              |  | Fee                           |  | 100.0 | %        | Built 1965    |  | 90.9  | % | 432,936             |  | 322,443
|144. |  | Sunland Park Mall         |  | TX |  | El Paso                            |  | Fee                           |  | 100.0 | %        | Built 1988    |  | 96.2  | % | 575,837             |  | 341,916
|145. |  | Tacoma Mall               |  | WA |  | Tacoma (Seattle)                   |  | Fee                           |  | 100.0 | %        | Acquired 1987 |  | 95.1  | % | 797,895             |  | 405,638
|146. |  | Tippecanoe Mall           |  | IN |  | Lafayette                          |  | Fee                           |  | 100.0 | %        | Built 1973    |  | 96.9  | % | 537,790             |  | 323,516
|147. |  | Town Center at Aurora     |  | CO |  | Aurora (Denver)                    |  | Fee                           |  | 100.0 | %        | Acquired 1998 |  | 88.2  | % | 682,169             |  | 402,314
|148. |  | Town Center at Boca Raton |  | FL |  | Boca Raton (Miami-Fort Lauderdale) |  | Fee                           |  | 100.0 | %        | Acquired 1998 |  | 95.4  | % | 1,085,312           |  | 539,482
|149. |  | Town Center at Cobb       |  | GA |  | Kennesaw (Atlanta)                 |  | Fee                           |  | 75.0  | %        | Acquired 1998 |  | 95.4  | % | 866,381             |  | 406,582
|150. |  | Towne East Square         |  | KS |  | Wichita                            |  | Fee                           |  | 100.0 | %        | Built 1975    |  | 91.7  | % | 779,490             |  | 357,126
|151. |  | Towne West Square         |  | KS |  | Wichita                            |  | Fee                           |  | 100.0 | %        | Built 1980    |  | 77.9  | % | 619,269             |  | 333,162
|152. |  | Treasure Coast Square     |  | FL |  | Jensen Beach                       |  | Fee                           |  | 100.0 | %        | Built 1987    |  | 97.8  | % | 511,372             |  | 348,748
|153. |  | Tyrone Square             |  | FL |  | St. Petersburg (Tampa-St. Pete)    |  | Fee                           |  | 100.0 | %        | Built 1972    |  | 100.0 | % | 725,298             |  | 370,820

20

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|     |  |                         |  |    |  |                                  |  |                     |  |       |      |               |  |            |   | Gross Leasable Area |  |        
|---- |  | ----------------------- |  | -- |  | -------------------------------- |  | ------------------- |  | ----- | ---- | ------------- |  | ---------- | - | ------------------- |  | -------
|
|
|154. |  | University Mall         |  | FL |  | Pensacola                        |  | Fee                 |  | 100.0 | %    | Acquired 1994 |  | 73.5       | % | 478,449             |  | 230,657
|155. |  | University Park Mall    |  | IN |  | Mishawaka (South Bend)           |  | Fee                 |  | 100.0 | %    | Built 1979    |  | 97.2       | % | 499,876             |  | 319,992
|156. |  | Upper Valley Mall       |  | OH |  | Springfield (DaytonSpringfield) |  | Fee                 |  | 100.0 | %    | Built 1971    |  | 89.6       | % | 479,418             |  | 249,495
|157. |  | Valle Vista Mall        |  | TX |  | Harlingen                        |  | Fee                 |  | 100.0 | %    | Built 1983    |  | 80.3       | % | 389,781             |  | 240,508
|158. |  | Valley Mall             |  | VA |  | Harrisonburg                     |  | Fee                 |  | 50.0  | %(4) | Acquired 1998 |  | 86.9       | % | 315,078             |  | 190,714
|159. |  | Virginia Center Commons |  | VA |  | Glen Allen (Richmond)            |  | Fee                 |  | 100.0 | %    | Built 1991    |  | 98.0       | % | 506,639             |  | 280,803
|160. |  | Walt Whitman Mall       |  | NY |  | Huntington Station (New York)    |  | Ground Lease (2012) |  | 100.0 | %    | Acquired 1998 |  | 99.2       | % | 742,214             |  | 287,011
|161. |  | Washington Square       |  | IN |  | Indianapolis                     |  | Fee                 |  | 100.0 | %    | Built 1974    |  | 89.4       | % | 616,109             |  | 347,185
|162. |  | West Ridge Mall         |  | KS |  | Topeka                           |  | Fee                 |  | 100.0 | %    | Built 1988    |  | 90.7       | % | 716,811             |  | 281,378
|163. |  | West Town Mall          |  | TN |  | Knoxville                        |  | Ground Lease (2042) |  | 50.0  | %(4) | Acquired 1991 |  | 95.0       | % | 878,311             |  | 451,685
|164. |  | Westchester, The        |  | NY |  | White Plains (New York)          |  | Fee                 |  | 40.0  | %(4) | Acquired 1997 |  | 98.5       | % | 349,393             |  | 478,269
|165. |  | Westminster Mall        |  | CA |  | Westminster (Los Angeles)        |  | Fee                 |  | 100.0 | %    | Acquired 1998 |  | 92.0       | % | 716,939             |  | 496,024
|166. |  | White Oaks Mall         |  | IL |  | Springfield                      |  | Fee                 |  | 77.5  | %    | Built 1977    |  | 89.5       | % | 556,831             |  | 378,427
|167. |  | Wolfchase Galleria      |  | TN |  | Memphis                          |  | Fee                 |  | 94.5  | %    | Acquired 2002 |  | 98.1       | % | 761,648             |  | 505,733
|168. |  | Woodland Hills Mall     |  | OK |  | Tulsa                            |  | Fee                 |  | 94.5  | %    | Acquired 2002 |  | 97.5       | % | 706,159             |  | 392,529
|     |  |                         |  |    |  |                                  |  |                     |  |       |      |               |  |            |   |                     |  |        
|     |  | Total Regional Mall GLA |  |    |  |                                  |  |                     |  |       |      | 98,270,239    |  | 65,778,819 |   | 164,049,058         |  |        
|     |  |                         |  |    |  |                                  |  |                     |  |       |      |               |  |            |   |                     |  |        

21

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                  |  |    |  |                           |  |                     |  |       |   |               |  |       |   | Gross Leasable Area |  |        
|--- |  | -------------------------------- |  | -- |  | ------------------------- |  | ------------------- |  | ----- | - | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|    |  | Premium Outlet Centers           |  |    |  |                           |  |                     |  |       |   |               |  |       |   |                     |  |        
|1.  |  | Albertville Premium Outlets      |  | MN |  | Albertville (Minneapolis) |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.9  | % |                    |  | 429,534
|2.  |  | Allen Premium Outlets            |  | TX |  | Allen (Dallas-Ft. Worth)  |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 441,492
|3.  |  | Aurora Farms Premium Outlets     |  | OH |  | Aurora (Cleveland)        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 98.2  | % |                    |  | 300,218
|4.  |  | Camarillo Premium Outlets        |  | CA |  | Camarillo                 |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 454,091
|5.  |  | Carlsbad Premium Outlets         |  | CA |  | Carlsbad (San Diego)      |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 287,931
|6.  |  | Carolina Premium Outlets         |  | NC |  | Smithfield (Raleigh)      |  | Ground Lease (2029) |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 439,445
|7.  |  | Chicago Premium Outlets          |  | IL |  | Aurora (Chicago)          |  | Fee                 |  | 100.0 | % | Built 2004    |  | 100.0 | % |                    |  | 437,800
|8.  |  | Clinton Crossing Premium Outlets |  | CT |  | Clinton (New Haven)       |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 276,163
|9.  |  | Columbia Gorge Premium Outlets   |  | OR |  | Troutdale (Portland)      |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 163,815
|10. |  | Desert Hills Premium Outlets     |  | CA |  | Cabazon (Palm Springs)    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 498,838
|11. |  | Edinburgh Premium Outlets        |  | IN |  | Edinburgh (Indianapolis)  |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 377,772

22

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                  |  |    |  |                            |  |                     |  |       |   |               |  |       |   | Gross Leasable Area |  |        
|--- |  | -------------------------------- |  | -- |  | -------------------------- |  | ------------------- |  | ----- | - | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|12. |  | Folsom Premium Outlets           |  | CA |  | Folsom (Sacramento)        |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.7  | % |                    |  | 299,328
|13. |  | Gilroy Premium Outlets           |  | CA |  | Gilroy (San Jose)          |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.8  | % |                    |  | 577,305
|14. |  | Jackson Premium Outlets          |  | NJ |  | Jackson                    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 285,775
|15. |  | Johnson Creek Premium Outlets    |  | WI |  | Johnson Creek (Milwaukee)  |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 277,585
|16. |  | Kittery Premium Outlets          |  | ME |  | Kittery                    |  | Ground Lease (2009) |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 264,425
|17. |  | Las Americas Premium Outlets     |  | CA |  | San Diego                  |  | Fee                 |  | 100.0 | % | Acquired 2007 |  | 98.7  | % |                    |  | 525,298
|18. |  | Las Vegas Outlet Center          |  | NV |  | Las Vegas                  |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 477,002
|19. |  | Las Vegas Premium Outlets        |  | NV |  | Las Vegas                  |  | Fee                 |  | 100.0 | % | Built 2003    |  | 100.0 | % |                    |  | 434,978
|20. |  | Leesburg Corner Premium Outlets  |  | VA |  | Leesburg (Washington D.C.) |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 463,288
|21. |  | Liberty Village Premium Outlets  |  | NJ |  | Flemington                 |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 173,067
|22. |  | Lighthouse Place Premium Outlets |  | IN |  | Michigan City              |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 99.4  | % |                    |  | 454,314
|23. |  | Napa Premium Outlets             |  | CA |  | Napa                       |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 179,348

23

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                   |  |    |  |                              |  |                                |  |       |   |               |  |       |   | Gross Leasable Area |  |        
|--- |  | --------------------------------- |  | -- |  | ---------------------------- |  | ------------------------------ |  | ----- | - | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|24. |  | North Georgia Premium Outlets     |  | GA |  | Dawsonville (Atlanta)        |  | Fee                            |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 539,757
|25. |  | Orlando Premium Outlets           |  | FL |  | Orlando                      |  | Fee                            |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 435,695
|26. |  | Osage Beach Premium Outlets       |  | MO |  | Osage Beach                  |  | Fee                            |  | 100.0 | % | Acquired 2004 |  | 98.5  | % |                    |  | 391,435
|27. |  | Petaluma Village Premium Outlets  |  | CA |  | Petaluma (Santa Rosa)        |  | Fee                            |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 195,982
|28. |  | Philadelphia Premium Outlets      |  | PA |  | Limerick (Philadelphia)      |  | Fee                            |  | 100.0 | % | Built 2007    |  | 96.9  | % |                    |  | 425,242
|29. |  | Rio Grande Valley Premium Outlets |  | TX |  | Mercedes (McAllen)           |  | Fee                            |  | 100.0 | % | Built 2006    |  | 100.0 | % |                    |  | 403,207
|30. |  | Round Rock Premium Outlets        |  | TX |  | Round Rock (Austin)          |  | Fee                            |  | 100.0 | % | Built 2006    |  | 100.0 | % |                    |  | 431,621
|31. |  | Seattle Premium Outlets           |  | WA |  | Tulalip (Seattle)            |  | Ground Lease (2035)            |  | 100.0 | % | Built 2005    |  | 100.0 | % |                    |  | 402,668
|32. |  | St. Augustine Premium Outlets     |  | FL |  | St. Augustine (Jacksonville) |  | Fee                            |  | 100.0 | % | Acquired 2004 |  | 99.4  | % |                    |  | 328,489
|33. |  | The Crossings Premium Outlets     |  | PA |  | Tannersville                 |  | Fee and Ground Lease (2009)(7) |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 411,774
|34. |  | Vacaville Premium Outlets         |  | CA |  | Vacaville                    |  | Fee                            |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 442,041
|35. |  | Waikele Premium Outlets           |  | HI |  | Waipahu (Honolulu)           |  | Fee                            |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 209,846
|36. |  | Waterloo Premium Outlets          |  | NY |  | Waterloo                     |  | Fee                            |  | 100.0 | % | Acquired 2004 |  | 100.0 | % |                    |  | 417,577

24

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                       |  |    |  |                                     |  |                                |  |       |          |               |  |            |   | Gross Leasable Area |  |        
|--- |  | ------------------------------------- |  | -- |  | ----------------------------------- |  | ------------------------------ |  | ----- | -------- | ------------- |  | ---------- | - | ------------------- |  | -------
|
|
|37. |  | Woodbury Common Premium Outlets       |  | NY |  | Central Valley (New York)           |  | Fee                            |  | 100.0 | %        | Acquired 2004 |  | 100.0      | % |                    |  | 844,246
|38. |  | Wrentham Village Premium Outlets      |  | MA |  | Wrentham (Boston)                   |  | Fee                            |  | 100.0 | %        | Acquired 2004 |  | 98.8       | % |                    |  | 615,713
|    |  |                                       |  |    |  |                                     |  |                                |  |       |          |               |  |            |   |                     |  |        
|    |  | Total U.S. Premium Outlet Centers GLA |  |    |  |                                     |  |                                |  |       |          |              |  | 15,014,105 |   | 15,014,105          |  |        
|    |  |                                       |  |    |  |                                     |  |                                |  |       |          |               |  |            |   |                     |  |        
|    |  | Community/Lifestyle Centers           |  |    |  |                                     |  |                                |  |       |          |               |  |            |   |                     |  |        
|1.  |  | Arboretum at Great Hills              |  | TX |  | Austin                              |  | Fee                            |  | 100.0 | %        | Acquired 1998 |  | 90.8       | % | 35,773              |  | 167,452
|2.  |  | Bloomingdale Court                    |  | IL |  | Bloomingdale (Chicago)              |  | Fee                            |  | 100.0 | %        | Built 1987    |  | 96.5       | % | 467,513             |  | 162,846
|3.  |  | Brightwood Plaza                      |  | IN |  | Indianapolis                        |  | Fee                            |  | 100.0 | %        | Built 1965    |  | 100.0      | % | 20,450              |  | 18,043 
|4.  |  | Charles Towne Square                  |  | SC |  | Charleston                          |  | Fee                            |  | 100.0 | %        | Built 1976    |  | 100.0      | % | 71,794              |  |       
|5.  |  | Chesapeake Center                     |  | VA |  | Chesapeake (Virginia Beach-Norfolk) |  | Fee                            |  | 100.0 | %        | Built 1989    |  | 98.3       | % | 213,651             |  | 92,284 
|6.  |  | Clay Terrace                          |  | IN |  | Carmel (Indianapolis)               |  | Fee                            |  | 50.0  | %(4)(18) | Built 2004    |  | 94.7       | % | 161,281             |  | 337,218
|7.  |  | Cobblestone Court                     |  | NY |  | Victor (Rochester)                  |  | Fee and Ground Lease (2038)(7) |  | 35.0  | %(4)(13) | Built 1993    |  | 99.4       | % | 206,680             |  | 58,781 
|8.  |  | Countryside Plaza                     |  | IL |  | Countryside (Chicago)               |  | Fee                            |  | 100.0 | %        | Built 1977    |  | 76.2       | % | 327,418             |  | 76,338 
|9.  |  | Crystal Court                         |  | IL |  | Crystal Lake (Chicago)              |  | Fee                            |  | 35.0  | %(4)(13) | Built 1989    |  | 66.5       | % | 201,993             |  | 76,977 
|10. |  | Dare Centre                           |  | NC |  | Kill Devil Hills                    |  | Ground Lease (2058)            |  | 100.0 | %        | Acquired 2004 |  | 98.7       | % | 134,320             |  | 34,518 
|11. |  | DeKalb Plaza                          |  | PA |  | King of Prussia (Philadelphia)      |  | Fee                            |  | 50.3  | %(15)    | Acquired 2003 |  | 97.5       | % | 81,368              |  | 20,374 
|12. |  | Eastland Convenience Center           |  | IN |  | Evansville                          |  | Ground Lease (2075)            |  | 50.0  | %(4)     | Acquired 1998 |  | 96.1       | % | 161,849             |  | 13,790 
|13. |  | Eastland Plaza                        |  | OK |  | Tulsa                               |  | Fee                            |  | 100.0 | %        | Built 1986    |  | 56.0       | % | 152,451             |  | 37,810 
|14. |  | Empire East(1)                        |  | SD |  | Sioux Falls                         |  | Fee                            |  | 50.0  | %(4)     | Acquired 1998 |  | 98.1       | % | 275,089             |  | 22,189 
|15. |  | Fairfax Court                         |  | VA |  | Fairfax (Washington, D.C.)          |  | Fee                            |  | 41.3  | %(4)(13) | Built 1992    |  | 100.0      | % | 169,043             |  | 80,615 
|16. |  | Forest Plaza                          |  | IL |  | Rockford                            |  | Fee                            |  | 100.0 | %        | Built 1985    |  | 100.0      | % | 270,840             |  | 89,528 
|17. |  | Gaitway Plaza                         |  | FL |  | Ocala                               |  | Fee                            |  | 23.3  | %(4)(13) | Built 1989    |  | 97.2       | % | 123,027             |  | 85,713 

25

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                          |  |    |  |                                |  |                     |  |       |       |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ------------------------ |  | -- |  | ------------------------------ |  | ------------------- |  | ----- | ----- | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|18. |  | Gateway Shopping Centers |  | TX |  | Austin                         |  | Fee                 |  | 95.0  | %     | 2004          |  | 98.8  | % | 396,494             |  | 115,870
|19. |  | Great Lakes Plaza        |  | OH |  | Mentor (Cleveland)             |  | Fee                 |  | 100.0 | %     | Built 1976    |  | 100.0 | % | 159,194             |  | 4,910  
|20. |  | Greenwood Plus           |  | IN |  | Greenwood (Indianapolis)       |  | Fee                 |  | 100.0 | %     | Built 1979    |  | 100.0 | % | 134,141             |  | 21,178 
|21. |  | Henderson Square         |  | PA |  | King of Prussia (Philadelphia) |  | Fee                 |  | 76.0  | %     | Acquired 2003 |  | 100.0 | % | 72,683              |  | 34,690 
|22. |  | Highland Lakes Center    |  | FL |  | Orlando                        |  | Fee                 |  | 100.0 | %(15) | Built 1991    |  | 79.2  | % | 352,405             |  | 140,871
|23. |  | Indian River Commons     |  | FL |  | Vero Beach                     |  | Fee                 |  | 50.0  | %     | Built 1997    |  | 100.0 | % | 233,358             |  | 22,524 
|24. |  | Ingram Plaza             |  | TX |  | San Antonio                    |  | Fee                 |  | 100.0 | %     | Built 1980    |  | 100.0 | % | 52,231              |  | 59,287 
|25. |  | Keystone Shoppes         |  | IN |  | Indianapolis                   |  | Ground Lease (2067) |  | 100.0 | %     | Acquired 1997 |  | 100.0 | % |                    |  | 29,140 
|26. |  | Knoxville Commons        |  | TN |  | Knoxville                      |  | Fee                 |  | 100.0 | %     | Built 1987    |  | 100.0 | % | 171,563             |  | 8,900  
|27. |  | Lake Plaza               |  | IL |  | Waukegan (Chicago)             |  | Fee                 |  | 100.0 | %     | Built 1986    |  | 96.3  | % | 170,789             |  | 44,673 
|28. |  | Lake View Plaza          |  | IL |  | Orland Park (Chicago)          |  | Fee                 |  | 100.0 | %     | Built 1986    |  | 93.6  | % | 261,856             |  | 109,396
|29. |  | Lakeline Plaza           |  | TX |  | Cedar Park (Austin)            |  | Fee                 |  | 100.0 | %     | Built 1998    |  | 98.5  | % | 307,966             |  | 79,479 
|30. |  | Lima Center              |  | OH |  | Lima                           |  | Fee                 |  | 100.0 | %     | Built 1978    |  | 89.0  | % | 189,584             |  | 47,294 
|31. |  | Lincoln Crossing         |  | IL |  | O'Fallon (St. Louis)           |  | Fee                 |  | 100.0 | %     | Built 1990    |  | 100.0 | % | 229,820             |  | 13,446 
|32. |  | Lincoln Plaza            |  | PA |  | King of Prussia (Philadelphia) |  | Fee                 |  | 63.2  | %(15) | Acquired 2003 |  | 100.0 | % | 251,224             |  | 16,007 
|33. |  | MacGregor Village        |  | NC |  | Cary (Raleigh)                 |  | Fee                 |  | 100.0 | %     | Acquired 2004 |  | 80.4  | % |                    |  | 144,997
|34. |  | Mall of Georgia Crossing |  | GA |  | Buford (Atlanta)               |  | Fee                 |  | 100.0 | %     | Built 1999    |  | 98.7  | % | 341,503             |  | 99,109 
|35. |  | Markland Plaza           |  | IN |  | Kokomo                         |  | Fee                 |  | 100.0 | %     | Built 1974    |  | 100.0 | % | 49,051              |  | 41,476 
|36. |  | Martinsville Plaza       |  | VA |  | Martinsville                   |  | Space Lease (2046)  |  | 100.0 | %     | Built 1967    |  | 97.1  | % | 88,470              |  | 13,635 

26

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                               |  |    |  |                                      |  |                     |  |       |          |               |  |       |   | Gross Leasable Area |  |        
|--- |  | ----------------------------- |  | -- |  | ------------------------------------ |  | ------------------- |  | ----- | -------- | ------------- |  | ----- | - | ------------------- |  | -------
|
|
|37. |  | Matteson Plaza                |  | IL |  | Matteson (Chicago)                   |  | Fee                 |  | 100.0 | %        | Built 1988    |  | 87.1  | % | 230,885             |  | 40,070 
|38. |  | Muncie Plaza                  |  | IN |  | Muncie                               |  | Fee                 |  | 100.0 | %        | Built 1998    |  | 98.6  | % | 271,626             |  | 27,195 
|39. |  | New Castle Plaza              |  | IN |  | New Castle                           |  | Fee                 |  | 100.0 | %        | Built 1966    |  | 83.6  | % | 24,912              |  | 66,736 
|40. |  | North Ridge Plaza             |  | IL |  | Joliet (Chicago)                     |  | Fee                 |  | 100.0 | %        | Built 1985    |  | 99.3  | % | 190,323             |  | 114,747
|41. |  | North Ridge Shopping Center   |  | NC |  | Raleigh                              |  | Fee                 |  | 100.0 | %        | Acquired 2004 |  | 99.6  | % | 43,247              |  | 123,308
|42. |  | Northwood Plaza               |  | IN |  | Fort Wayne                           |  | Fee                 |  | 100.0 | %        | Built 1974    |  | 78.8  | % | 136,404             |  | 71,841 
|43. |  | Palms Crossing                |  | TX |  | McAllen                              |  | Fee                 |  | 100.0 | %        | Built 2007    |  | 99.5  | % | 199,021             |  | 59,025 
|44. |  | Park Plaza                    |  | KY |  | Hopkinsville                         |  | Fee                 |  | 100.0 | %        | Built 1968    |  | 96.6  | % | 82,398              |  | 32,526 
|45. |  | Plaza at Buckland Hills, The  |  | CT |  | Manchester (Hartford)                |  | Fee                 |  | 35.0  | %(4)(13) | Built 1993    |  | 97.1  | % | 252,179             |  | 82,214 
|46. |  | Regency Plaza                 |  | MO |  | St. Charles (St. Louis)              |  | Fee                 |  | 100.0 | %        | Built 1988    |  | 95.5  | % | 235,642             |  | 51,831 
|47. |  | Ridgewood Court               |  | MS |  | Jackson                              |  | Fee                 |  | 35.0  | %(4)(13) | Built 1993    |  | 96.9  | % | 185,939             |  | 54,732 
|48. |  | Rockaway Convenience Center   |  | NJ |  | Rockaway (New York)                  |  | Fee                 |  | 100.0 | %        | Acquired 1998 |  | 90.9  | % | 99,556              |  | 50,086 
|49. |  | Rockaway Plaza                |  | NJ |  | Rockaway (New York)                  |  | Fee                 |  | 100.0 | %        | Acquired 1998 |  | 100.0 | % | 407,501             |  | 51,327 
|50. |  | Royal Eagle Plaza             |  | FL |  | Coral Springs (Miami-Ft. Lauderdale) |  | Fee                 |  | 35.0  | %(4)(13) | Built 1989    |  | 100.0 | % | 124,479             |  | 74,830 
|51. |  | Shops at Arbor Walk, The      |  | TX |  | Austin                               |  | Ground Lease (2055) |  | 100.0 | %        | Built 2006    |  | 97.1  | % | 199,921             |  | 231,656
|52. |  | Shops at North East Mall, The |  | TX |  | Hurst (Dallas-Ft. Worth)             |  | Fee                 |  | 100.0 | %        | Built 1999    |  | 98.2  | % | 265,595             |  | 99,148 
|53. |  | St. Charles Towne Plaza       |  | MD |  | Waldorf (Washington, D.C.)           |  | Fee                 |  | 100.0 | %        | Built 1987    |  | 72.2  | % | 286,306             |  | 108,826
|54. |  | Teal Plaza                    |  | IN |  | Lafayette                            |  | Fee                 |  | 100.0 | %        | Built 1962    |  | 43.4  | % | 98,337              |  | 2,750  
|55. |  | Terrace at the Florida Mall   |  | FL |  | Orlando                              |  | Fee                 |  | 100.0 | %        | Built 1989    |  | 93.2  | % | 289,252             |  | 57,441 

27

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                      |  |    |  |                             |  |     |  |       |          |               |  |           |   | Gross Leasable Area |  |        
|--- |  | ------------------------------------ |  | -- |  | --------------------------- |  | --- |  | ----- | -------- | ------------- |  | --------- | - | ------------------- |  | -------
|
|
|56. |  | Tippecanoe Plaza                     |  | IN |  | Lafayette                   |  | Fee |  | 100.0 | %        | Built 1974    |  | 100.0     | % | 85,811              |  | 4,711  
|57. |  | University Center                    |  | IN |  | Mishawaka (South Bend)      |  | Fee |  | 100.0 | %        | Built 1980    |  | 87.7      | % | 104,347             |  | 46,177 
|58. |  | Village Park Plaza                   |  | IN |  | Carmel (Indianapolis)       |  | Fee |  | 35.0  | %(4)(13) | Built 1990    |  | 98.2      | % | 414,593             |  | 134,982
|59. |  | Washington Plaza                     |  | IN |  | Indianapolis                |  | Fee |  | 100.0 | %        | Built 1976    |  | 100.0     | % | 21,500              |  | 28,607 
|60. |  | Waterford Lakes Town Center          |  | FL |  | Orlando                     |  | Fee |  | 100.0 | %        | Built 1999    |  | 99.5      | % | 622,244             |  | 329,625
|61. |  | West Ridge Plaza                     |  | KS |  | Topeka                      |  | Fee |  | 100.0 | %        | Built 1988    |  | 89.5      | % | 182,161             |  | 71,459 
|62. |  | West Town Corners                    |  | FL |  | Altamonte Springs (Orlando) |  | Fee |  | 23.3  | %(4)(13) | Built 1989    |  | 98.2      | % | 263,782             |  | 121,477
|63. |  | Westland Park Plaza                  |  | FL |  | Orange Park (Jacksonville)  |  | Fee |  | 23.3  | %(4)(13) | Built 1989    |  | 97.2      | % | 123,548             |  | 39,606 
|64. |  | White Oaks Plaza                     |  | IL |  | Springfield                 |  | Fee |  | 100.0 | %        | Built 1986    |  | 98.9      | % | 275,703             |  | 115,723
|65. |  | Whitehall Mall                       |  | PA |  | Whitehall                   |  | Fee |  | 38.0  | %(15)(4) | Acquired 2003 |  | 90.5      | % | 493,475             |  | 94,647 
|66. |  | Willow Knolls Court                  |  | IL |  | Peoria                      |  | Fee |  | 35.0  | %(4)(13) | Built 1990    |  | 99.7      | % | 341,328             |  | 41,049 
|67. |  | Wolf Ranch                           |  | TX |  | Georgetown (Austin)         |  | Fee |  | 100.0 | %        | Built 2005    |  | 81.4      | % | 395,071             |  | 219,614
|    |  |                                      |  |    |  |                             |  |     |  |       |          |               |  |           |   |                     |  |        
|    |  | Total Community/Lifestyle Center GLA |  |    |  |                             |  |     |  |       |          | 13,483,958    |  | 5,069,324 |   | 18,553,282          |  |        
|    |  |                                      |  |    |  |                             |  |     |  |       |          |               |  |           |   |                     |  |        

28

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                          |  |    |  |               |  |                     |  |       |   |               |  |           |   | Gross Leasable Area |  |        
|--- |  | ---------------------------------------- |  | -- |  | ------------- |  | ------------------- |  | ----- | - | ------------- |  | --------- | - | ------------------- |  | -------
|
|
|    |  | Other Properties                         |  |    |  |               |  |                     |  |       |   |               |  |           |   |                     |  |        
|1.  |  | Crossville Outlet Center                 |  | TN |  | Crossville    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0     | % |                    |  | 151,256
|2.  |  | Factory Merchants Branson                |  | MO |  | Branson       |  | Ground Lease (2021) |  | 100.0 | % | Acquired 2004 |  | 78.2      | % |                    |  | 269,307
|3.  |  | Factory Stores of America- Boaz          |  | AL |  | Boaz          |  | Ground Lease (2012) |  | 100.0 | % | Acquired 2004 |  | 81.6      | % |                    |  | 111,909
|4.  |  | Factory Stores of America- Georgetown    |  | KY |  | Georgetown    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 97.7      | % |                    |  | 176,615
|5.  |  | Factory Stores of America- Graceville    |  | FL |  | Graceville    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0     | % |                    |  | 83,962 
|6.  |  | Factory Stores of America- Lebanon       |  | MO |  | Lebanon       |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0     | % |                    |  | 86,249 
|7.  |  | Factory Stores of America- Nebraska City |  | NE |  | Nebraska City |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 97.8      | % |                    |  | 89,646 
|8.  |  | Factory Stores of America- Story City    |  | IA |  | Story City    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 85.3      | % |                    |  | 112,405
|9.  |  | Factory Stores of North Bend             |  | WA |  | North Bend    |  | Fee                 |  | 100.0 | % | Acquired 2004 |  | 100.0     | % |                    |  | 223,402
|10. |  | The Factory Shoppes at Branson Meadows   |  | MO |  | Branson       |  | Ground Lease (2021) |  | 100.0 | % | Acquired 2004 |  | 88.0      | % |                    |  | 286,924
|    |  |                                          |  |    |  |               |  |                     |  |       |   |               |  |           |   |                     |  |        
|    |  | Total Other GLA                          |  |    |  |               |  |                     |  |       |   |              |  | 1,591,675 |   | 1,591,675           |  |        
|    |  |                                          |  |    |  |               |  |                     |  |       |   |               |  |           |   |                     |  |        

29

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|   |  |                  |  |    |  |                         |  |     |  |      |      |               |  |      |   | Gross Leasable Area |  |        
|-- |  | ---------------- |  | -- |  | ----------------------- |  | --- |  | ---- | ---- | ------------- |  | ---- | - | ------------------- |  | -------
|
|
|   |  | Mills Properties |  |    |  |                         |  |     |  |      |      |               |  |      |   |                     |  |        
|   |  | The Mills®       |  |    |  |                         |  |     |  |      |      |               |  |      |   |                     |  |        
|1. |  | Arizona Mills    |  | AZ |  | Tempe (Phoenix)         |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 97.8 | % | 594,294             |  | 657,941
|2. |  | Arundel Mills    |  | MD |  | Hanover (Baltimore)     |  | Fee |  | 29.6 | %(2) | Acquired 2007 |  | 99.2 | % | 669,935             |  | 619,767
|3. |  | Cincinnati Mills |  | OH |  | Cincinnati              |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 77.8 | % | 931,475             |  | 510,696
|4. |  | Colorado Mills   |  | CO |  | Lakewood (Denver)       |  | Fee |  | 18.8 | %(2) | Acquired 2007 |  | 82.1 | % | 452,746             |  | 650,246
|5. |  | Concord Mills    |  | NC |  | Concord (Charlotte)     |  | Fee |  | 29.6 | %(2) | Acquired 2007 |  | 97.0 | % | 659,384             |  | 694,140
|6. |  | Discover Mills   |  | GA |  | Lawrenceville (Atlanta) |  | Fee |  | 25.0 | %(2) | Acquired 2007 |  | 96.3 | % | 594,140             |  | 589,249

30

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                            |  |    |  |                              |  |     |  |      |      |               |  |      |   | Gross Leasable Area |  |          
|--- |  | -------------------------- |  | -- |  | ---------------------------- |  | --- |  | ---- | ---- | ------------- |  | ---- | - | ------------------- |  | ---------
|
|
|7.  |  | Franklin Mills             |  | PA |  | Philadelphia                 |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 87.8 | % | 818,295             |  | 924,917  
|8.  |  | Grapevine Mills            |  | TX |  | Grapevine (Dallas-Ft. Worth) |  | Fee |  | 29.6 | %(2) | Acquired 2007 |  | 95.8 | % | 803,372             |  | 974,691  
|9.  |  | Great Mall of the Bay Area |  | CA |  | Milpitas (San Jose)          |  | Fee |  | 24.5 | %(2) | Acquired 2007 |  | 93.6 | % | 657,506             |  | 721,172  
|10. |  | Gurnee Mills               |  | IL |  | Gurnee (Chicago)             |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 97.0 | % | 952,662             |  | 863,966  
|11. |  | Katy Mills                 |  | TX |  | Katy (Houston)               |  | Fee |  | 31.3 | %(2) | Acquired 2007 |  | 90.7 | % | 581,053             |  | 1,006,847
|12. |  | Ontario Mills              |  | CA |  | Ontario                      |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 94.5 | % | 809,476             |  | 672,834  

31

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                     |  |    |  |                                   |  |     |  |      |      |               |  |      |   | Gross Leasable Area |  |           
|--- |  | ------------------- |  | -- |  | --------------------------------- |  | --- |  | ---- | ---- | ------------- |  | ---- | - | ------------------- |  | ----------
|
|
|13. |  | Opry Mills          |  | TN |  | Nashville                         |  | Fee |  | 24.5 | %(2) | Acquired 2007 |  | 94.2 | % | 531,676             |  | 625,555   
|14. |  | Potomac Mills       |  | VA |  | Prince William (Washington, D.C.) |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 96.9 | % | 771,623             |  | 791,957   
|15. |  | Sawgrass Mills      |  | FL |  | Sunrise (Miami-Ft. Lauderdale)    |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 98.5 | % | 959,158             |  | 1,292,910 
|16. |  | St. Louis Mills     |  | MO |  | Hazelwood (St. Louis)             |  | Fee |  | 25.0 | %(2) | Acquired 2007 |  | 82.1 | % | 681,219             |  | 510,447   
|17. |  | The Block at Orange |  | CA |  | Orange (Los Angeles)              |  | Fee |  | 25.0 | %(2) | Acquired 2007 |  | 97.8 | % | 307,795             |  | 410,986   
|    |  |                     |  |    |  |                                   |  |     |  |      |      |               |  |      |   |                     |  |           
|    |  | Subtotal The Mills® |  |    |  |                                   |  |     |  |      |      |               |  |      |   | 11,775,809          |  | 12,518,321
|    |  |                     |  |    |  |                                   |  |     |  |      |      |               |  |      |   |                     |  |           

32

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|    |  |                                  |  |    |  |                                 |  |     |  |      |      |               |  |             |   | Gross Leasable Area |  |          
|--- |  | -------------------------------- |  | -- |  | ------------------------------- |  | --- |  | ---- | ---- | ------------- |  | ----------- | - | ------------------- |  | ---------
|
|
|    |  | Mills Regional Malls             |  |    |  |                                 |  |     |  |      |      |               |  |             |   |                     |  |          
|18. |  | Briarwood Mall                   |  | MI |  | Ann Arbor                       |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 94.2        | % | 608,118             |  | 353,185  
|19. |  | Del Amo Fashion Center           |  | CA |  | Torrance (Los Angeles)          |  | Fee |  | 25.0 | %(2) | Acquired 2007 |  | 85.5        | % | 1,341,701           |  | 1,057,981
|20. |  | Dover Mall                       |  | DE |  | Dover                           |  | Fee |  | 34.1 | %    | Acquired 2007 |  | 98.3        | % | 140,000             |  | 747,043  
|21. |  | Esplanade, The                   |  | LA |  | Kenner (New Orleans)            |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 89.4        | % | 544,140             |  | 352,940  
|22. |  | Falls, The                       |  | FL |  | Miami                           |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 95.0        | % | 455,000             |  | 352,654  
|23. |  | Galleria at White Plains, The    |  | NY |  | White Plains (New York)         |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 83.8        | % | 555,915             |  | 322,238  
|24. |  | Hilltop Mall                     |  | CA |  | Richmond (San Francisco)        |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 84.3        | % | 748,551             |  | 326,001  
|25. |  | Lakeforest Mall                  |  | MD |  | Gaithersburg (Washington, D.C.) |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 87.4        | % | 639,289             |  | 398,608  
|26. |  | Mall at Tuttle Crossing, The     |  | OH |  | Dublin (Columbus)               |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 93.3        | % | 746,568             |  | 380,762  
|27. |  | Marley Station                   |  | MD |  | Glen Burnie (Baltimore)         |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 78.0        | % | 735,682             |  | 333,901  
|28. |  | Meadowood Mall                   |  | NV |  | Reno                            |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 91.0        | % | 609,840             |  | 274,682  
|29. |  | Northpark Mall                   |  | MS |  | Ridgeland (Jackson)             |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 93.8        | % | 646,725             |  | 311,610  
|30. |  | Shops at Riverside, The          |  | NJ |  | Hackensack (New York)           |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 87.4        | % | 404,666             |  | 339,088  
|31. |  | Southdale Center                 |  | MN |  | Edina (Minneapolis)             |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 87.4        | % | 817,320             |  | 525,191  
|32. |  | Southridge Mall                  |  | WI |  | Greendale (Milwaukee)           |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 88.3        | % | 874,925             |  | 352,492  
|33. |  | Stoneridge Mall                  |  | CA |  | Pleasanton (San Francisco)      |  | Fee |  | 25.0 | %    | Acquired 2007 |  | 97.9        | % | 841,454             |  | 459,265  
|    |  |                                  |  |    |  |                                 |  |     |  |      |      |               |  |             |   |                     |  |          
|    |  | Subtotal Mills Regional Malls    |  |    |  |                                 |  |     |  |      |      | 10,709,894    |  | 6,887,641   |   | 17,597,535          |  |          
|    |  |                                  |  |    |  |                                 |  |     |  |      |      |               |  |             |   |                     |  |          
|    |  | Mills Community Centers          |  |    |  |                                 |  |     |  |      |      |               |  |             |   |                     |  |          
|34. |  | Arundel Mills Marketplace        |  | MD |  | Hanover (Baltimore)             |  | Fee |  | 29.6 | %(2) | Acquired 2007 |  | 100.0       | % | 77,472              |  | 24,141   
|35. |  | Concord Mills Marketplace        |  | NC |  | Concord (Charlotte)             |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 100.0       | % | 216,870             |  | 13,813   
|36. |  | Denver West Village              |  | CO |  | Lakewood                        |  | Fee |  | 18.8 | %    | Acquired 2007 |  | 92.5        | % | 202,306             |  | 107,790  
|37. |  | Liberty Plaza                    |  | PA |  | Philadelphia                    |  | Fee |  | 50.0 | %    | Acquired 2007 |  | 98.2        | % | 319,255             |  | 52,211   
|    |  |                                  |  |    |  |                                 |  |     |  |      |      |               |  |             |   |                     |  |          
|    |  | Subtotal Mills Community Centers |  |    |  |                                 |  |     |  |      |      | 815,903       |  | 197,955     |   | 1,013,858           |  |          
|    |  |                                  |  |    |  |                                 |  |     |  |      |      |               |  |             |   |                     |  |          
|    |  | Total Mills Properties           |  |    |  |                                 |  |     |  |      |      | 23,301,606    |  | 19,603,917  |   | 42,905,523          |  |          
|    |  |                                  |  |    |  |                                 |  |     |  |      |      |               |  |             |   |                     |  |          
|    |  | Total U.S. Properties GLA        |  |    |  |                                 |  |     |  |      |      | 135,055,803   |  | 107,057,840 |   | 242,113,643         |  |          
|    |  |                                  |  |    |  |                                 |  |     |  |      |      |               |  |             |   |                     |  |          

33

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Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

|   |  |                               |  |    |  |                            |  |                  |  |       |   |       |  |  |  | Gross Leasable Area |  | 
|-- |  | ----------------------------- |  | -- |  | -------------------------- |  | ---------------- |  | ----- | - | ----- |  |  |  | ------------------- |  | 
|
|
|   |  | PROPERTIES UNDER CONSTRUCTION |  |    |  |                            |  | Expected Opening |  |       |   |       |  |  |  |                     |  | 
|1. |  | Pier Park                     |  | FL |  | Panama City Beach          |  | Fee              |  | 100.0 | % | 3/08  |  |  |  |                     |  | 
|2. |  | Hamilton Town Center          |  | IN |  | Noblesville (Indianapolis) |  | Fee              |  | 50.0  | % | 3/08  |  |  |  |                     |  | 
|3. |  | Houston Premium Outlets       |  | TX |  | Houston                    |  | Fee              |  | 100.0 | % | 3/08  |  |  |  |                     |  | 
|4. |  | Jersey Shore Premium Outlets  |  | NJ |  | Tinton Falls               |  | Fee              |  | 100.0 | % | 11/08 |  |  |  |                     |  | 

FOOTNOTES:

---

34

---





Arsenal Mall105,807 sq. ft.

Lenox Square2,674 sq. ft.Century III Mall35,929 sq. ft.

Menlo Park Mall50,615 sq. ft.Circle Centre Mall9,123 sq. ft.

Oak Court Mall126,319 sq. ft.Copley Place856,586 sq. ft.

Oxford Valley Mall109,832 sq. ft.Fashion Centre at Pentagon City, The169,089 sq. ft.

Plaza Carolina28,192 sq. ft.Fashion Mall at Keystone, The10,927 sq. ft.

River Oaks Center118,311 sq. ft.Firewheel Town Center75,000 sq. ft.

Roosevelt Field1,610 sq. ft.Greendale Mall119,860 sq. ft.

Stanford Shopping Center5,748 sq. ft.The Plaza & Court at King of Prussia13,627 sq. ft.

The Westchester820 sq. ft.Lehigh Valley Mall11,754 sq. ft.

Del Amo Fashion Center113,000 sq. ft.


35

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International Properties

Our interests in properties outside the United States are all owned through international joint venture arrangements.



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, 2007:

Joint Venture Investment

Ownership Interest

Properties open and operating

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

49.0
%
44

ItalySimon Ivanhoe S.à.r.l., or Simon 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 its
wholly-owned subsidiary 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.



We also hold real estate interests in six joint ventures in Japan, one in Mexico, and one in South Korea. The six joint ventures in Japan operate Premium Outlet
centers in various cities in Japan and are held in joint ventures with Mitsubishi Estate Co., Ltd. and Sojitz Corporation (formerly known as Nissho Iwai Corporation). These centers have
over 1.6 million square feet of GLA and were all 100% leased as of December 31, 2007. They contain 600 stores with approximately 300 different tenants. The Premium Outlet center in Mexico is
88% leased as of December 31, 2007, and the Premium Outlet center in South Korea is 100% leased as of December 31, 2007.

The
following summarizes these eight Premium Outlet centers in international joint ventures:

Joint Venture Investment Holdings

Ownership InterestGotemba Premium Outlets  Gotemba City (Tokyo), Japan

40.0
%Rinku Premium Outlets  Izumisano (Osaka), Japan

40.0
%Sano Premium Outlets  Sano (Tokyo), Japan

40.0
%Toki Premium Outlets  Toki (Nagoya), Japan

40.0
%Tosu Premium Outlets  Fukuoka (Kyushu), Japan

40.0
%Kobe-Sanda Premium Outlets  Kobe, Japan

40.0
%Punta Norte Premium Outlets  Mexico City, Mexico

50.0
%Yeoju Premium Outlets  Yeoju, South Korea

50.0
%


We
also have begun construction on Sendai Izumi Premium Outlets, a 172,000 square foot center located in Sendai, Japan. We have a 40% interest in this property consistent with the
ownership structure of our other Japanese investments. Also, through a joint venture arrangement with MSREF and SZITIC CP, we have a 32.5% interest in five shopping centers that are under construction
in China aggregating 2.5 million square feet of GLA.

The
following property table summarizes certain data on our properties that are under operation in Europe, Japan, Mexico, and South Korea at December 31, 2007.

36

---





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

|    |  |                                    |  |                                    |  |                     |  |      |      |      |  | Gross Leasable Area (1) |  |          
|--- |  | ---------------------------------- |  | ---------------------------------- |  | ------------------- |  | ---- | ---- | ---- |  | ----------------------- |  | ---------
|
|    |  | FRANCE                             |  |                                    |  |                     |  |      |      |      |  |                         |  |          
|1.  |  | Bay 2                              |  | Torcy (Paris)                      |  | Fee                 |  | 50.0 | %    | 2003 |  | 159,900                 |  | 416,900  
|2.  |  | Bay 1                              |  | Torcy (Paris)                      |  | Fee                 |  | 50.0 | %    | 2004 |  |                        |  | 348,900  
|3.  |  | Bel'Est                            |  | Bagnolet (Paris)                   |  | Fee                 |  | 17.5 | %    | 1992 |  | 109,800                 |  | 63,300   
|4.  |  | Villabé A6                         |  | Villabé (Paris)                    |  | Fee                 |  | 7.5  | %    | 1992 |  | 124,900                 |  | 159,400  
|5.  |  | Wasquehal                          |  | Wasquehal (Lille)                  |  | Fee                 |  | 50.0 | %    | 2006 |  | 131,300                 |  | 123,400  
|    |  |                                    |  |                                    |  |                     |  |      |      |      |  |                         |  |          
|    |  | Subtotal France                    |  |                                    |  |                     |  |      |      |      |  | 525,900                 |  | 1,111,900
|    |  | ITALY                              |  |                                    |  |                     |  |      |      |      |  |                         |  |          
|6.  |  | Ancona  Senigallia                |  | Senigallia (Ancona)                |  | Fee                 |  | 49.0 | %    | 1995 |  | 41,200                  |  | 41,600   
|7.  |  | Ascoli Piceno  Grottammare        |  | Grottammare (Ascoli Piceno)        |  | Fee                 |  | 49.0 | %    | 1995 |  | 38,900                  |  | 55,900   
|8.  |  | Ascoli Piceno  Porto Sant'Elpidio |  | Porto Sant'Elpidio (Ascoli Piceno) |  | Fee                 |  | 49.0 | %    | 1999 |  | 48,000                  |  | 114,300  
|9.  |  | Bari  Casamassima                 |  | Casamassima (Bari)                 |  | Fee                 |  | 49.0 | %    | 1995 |  | 159,000                 |  | 388,800  
|10. |  | Bari  Modugno                     |  | Modugno (Bari)                     |  | Fee                 |  | 49.0 | %    | 2004 |  | 96,900                  |  | 46,600   
|11. |  | Brescia  Mazzano                  |  | Mazzano (Brescia)                  |  | Fee / Leasehold (2) |  | 49.0 | %(2) | 1994 |  | 103,300                 |  | 127,400  
|12. |  | Brindisi-Mesagne                   |  | Mesagne (Brindisi)                 |  | Fee                 |  | 49.0 | %    | 2003 |  | 88,000                  |  | 140,600  
|13. |  | Cagliari  Santa Gilla             |  | Cagliari                           |  | Fee / Leasehold (2) |  | 49.0 | %(2) | 1992 |  | 75,900                  |  | 114,800  
|14. |  | Catania  La Rena                  |  | Catania                            |  | Fee                 |  | 49.0 | %    | 1998 |  | 124,100                 |  | 22,100   
|15. |  | Cinisello                          |  | Cinisello (Milano)                 |  | Fee                 |  | 49.0 | %    | 2007 |  | 125,000                 |  | 250,600  
|16. |  | Cuneo                              |  | Cuneo (Torino)                     |  | Fee                 |  | 49.0 | %    | 2004 |  | 80,700                  |  | 201,500  
|17. |  | Giugliano                          |  | Giugliano (Napoli)                 |  | Fee                 |  | 49.0 | %(5) | 2006 |  | 130,000                 |  | 624,500  
|18. |  | Milano  Rescaldina                |  | Rescaldina (Milano)                |  | Fee                 |  | 49.0 | %    | 2000 |  | 165,100                 |  | 212,000  
|19. |  | Milano  Vimodrone                 |  | Vimodrone (Milano)                 |  | Fee                 |  | 49.0 | %    | 1989 |  | 110,400                 |  | 80,200   
|20. |  | Napoli  Pompei                    |  | Pompei (Napoli)                    |  | Fee                 |  | 49.0 | %    | 1990 |  | 74,300                  |  | 17,100   
|21. |  | Nola  Volcano Buono               |  | Nola (Napoli)                      |  | Fee                 |  | 22.1 | %    | 2007 |  | 142,900                 |  | 733,100  
|22. |  | Padova                             |  | Padova                             |  | Fee                 |  | 49.0 | %    | 1989 |  | 73,300                  |  | 32,500   
|23. |  | Palermo                            |  | Palermo                            |  | Fee                 |  | 49.0 | %    | 1990 |  | 73,100                  |  | 9,800    
|24. |  | Pesaro  Fano                      |  | Fano (Pesaro)                      |  | Fee                 |  | 49.0 | %    | 1994 |  | 56,300                  |  | 56,000   
|25. |  | Pescara                            |  | Pescara                            |  | Fee                 |  | 49.0 | %    | 1998 |  | 96,300                  |  | 65,200   
|26. |  | Pescara  Cepagatti                |  | Cepagatti (Pescara)                |  | Fee                 |  | 49.0 | %    | 2001 |  | 80,200                  |  | 189,600  
|27. |  | Piacenza  San Rocco
al Porto      |  | San Rocco al Porto (Piacenza)      |  | Fee                 |  | 49.0 | %    | 1992 |  | 104,500                 |  | 74,700   
|28. |  | Porta Di Roma                      |  | Roma                               |  | Fee                 |  | 19.6 | %    | 2007 |  | 624,800                 |  | 630,600  
|29. |  | Roma  Collatina                   |  | Collatina (Roma)                   |  | Fee                 |  | 49.0 | %    | 1999 |  | 59,500                  |  | 4,100    
|30. |  | Sassari  Predda Niedda            |  | Predda Niedda (Sassari)            |  | Fee / Leasehold (2) |  | 49.0 | %(2) | 1990 |  | 79,500                  |  | 154,200  
|31. |  | Taranto                            |  | Taranto                            |  | Fee                 |  | 49.0 | %    | 1997 |  | 75,200                  |  | 126,500  
|32. |  | Torino                             |  | Torino                             |  | Fee                 |  | 49.0 | %    | 1989 |  | 105,100                 |  | 66,700   
|33. |  | Torino  Venaria                   |  | Venaria (Torino)                   |  | Fee                 |  | 49.0 | %    | 1982 |  | 101,600                 |  | 64,000   
|34. |  | Venezia  Mestre                   |  | Mestre (Venezia)                   |  | Fee                 |  | 49.0 | %    | 1995 |  | 114,100                 |  | 132,600  
|35. |  | Vicenza                            |  | Vicenza                            |  | Fee                 |  | 49.0 | %    | 1995 |  | 78,400                  |  | 20,100   
|36. |  | Ancona                             |  | Ancona                             |  | Leasehold (3)       |  | 49.0 | %(3) | 1993 |  | 82,900                  |  | 82,300   
|37. |  | Bergamo                            |  | Bergamo                            |  | Leasehold (3)       |  | 49.0 | %(3) | 1976 |  | 103,000                 |  | 16,900   
|38. |  | Brescia  Concesio                 |  | Concesio (Brescia)                 |  | Leasehold (3)       |  | 49.0 | %(3) | 1972 |  | 89,900                  |  | 27,600   

37

---



|    |  |                                  |  |                         |  |                     |  |      |      |           |  | Gross Leasable Area (1) |  |           
|--- |  | -------------------------------- |  | ----------------------- |  | ------------------- |  | ---- | ---- | --------- |  | ----------------------- |  | ----------
|
|    |  | ITALY (continued)                |  |                         |  |                     |  |      |      |           |  |                         |  |           
|39. |  | Cagliari  Marconi               |  | Cagliari                |  | Leasehold (3)       |  | 49.0 | %(3) | 1994      |  | 83,500                  |  | 109,900   
|40. |  | Catania  Misterbianco           |  | Misterbianco (Catania)  |  | Leasehold (3)       |  | 49.0 | %(3) | 1989      |  | 83,300                  |  | 16,000    
|41. |  | Merate  Lecco                   |  | Merate (Lecco)          |  | Leasehold (3)       |  | 49.0 | %(3) | 1976      |  | 73,500                  |  | 88,500    
|42. |  | Milano  Cesano Boscone          |  | Cesano Boscone (Milano) |  | Leasehold (3)       |  | 49.0 | %(3) | 2005      |  | 163,800                 |  | 120,100   
|43. |  | Milano  Nerviano                |  | Nerviano (Milano)       |  | Leasehold (3)       |  | 49.0 | %(3) | 1991      |  | 83,800                  |  | 27,800    
|44. |  | Napoli  Mugnano di Napoli       |  | Mugnano di Napoli       |  | Leasehold (3)       |  | 49.0 | %(3) | 1992      |  | 98,000                  |  | 94,900    
|45. |  | Olbia                            |  | Olbia                   |  | Leasehold (3)       |  | 49.0 | %(3) | 1993      |  | 74,600                  |  | 133,000   
|46. |  | Roma  Casalbertone              |  | Roma                    |  | Leasehold (3)       |  | 49.0 | %(3) | 1998      |  | 62,700                  |  | 84,900    
|47. |  | Sassari  Centro Azuni           |  | Sassari                 |  | Leasehold (3)       |  | 49.0 | %(3) | 1995      |  |                        |  | 35,600    
|48. |  | Torino  Rivoli                  |  | Rivoli (Torino)         |  | Leasehold (3)       |  | 49.0 | %(3) | 1986      |  | 61,800                  |  | 32,300    
|49. |  | Verona  Bussolengo              |  | Bussolengo (Verona)     |  | Leasehold (3)       |  | 49.0 | %(3) | 1975      |  | 89,300                  |  | 75,300    
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           
|    |  | Subtotal Italy                   |  |                         |  |                     |  |      |      |           |  | 4,475,700               |  | 5,742,800 
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           
|    |  | POLAND                           |  |                         |  |                     |  |      |      |           |  |                         |  |           
|50. |  | Arkadia Shopping Center          |  | Warsaw                  |  | Fee                 |  | 50.0 | %    | 2004      |  | 202,200                 |  | 900,800   
|51. |  | Wilenska Station Shopping Center |  | Warsaw                  |  | Fee                 |  | 50.0 | %    | 2002      |  | 92,700                  |  | 215,900   
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           
|    |  | Subtotal Poland                  |  |                         |  | Fee                 |  |      |      |           |  | 294,900                 |  | 1,116,700 
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           
|    |  | JAPAN                            |  |                         |  |                     |  |      |      |           |  |                         |  |           
|52. |  | Gotemba Premium Outlets          |  | Gotemba City (Tokyo)    |  | Fee                 |  | 40.0 | %    | 2000      |  |                        |  | 380,100   
|53. |  | Kobe-Sanda Premium Outlets       |  | Hyougo-ken (Osaka)      |  | Ground Lease        |  | 40.0 | %    | 2007      |  |                        |  | 193,500   
|54. |  | Rinku Premium Outlets            |  | Izumisano (Osaka)       |  | Ground Lease (2020) |  | 40.0 | %    | 2000      |  |                        |  | 320,600   
|55. |  | Sano Premium Outlets             |  | Sano (Tokyo)            |  | Ground Lease (2022) |  | 40.0 | %    | 2003      |  |                        |  | 316,500   
|56. |  | Toki Premium Outlets             |  | Toki (Nagoya)           |  | Ground Lease (2024) |  | 40.0 | %    | 2005      |  |                        |  | 230,300   
|57. |  | Tosu Premium Outlets             |  | Fukuoka (Kyushu)        |  | Ground Lease (2023) |  | 40.0 | %    | 2004      |  |                        |  | 240,400   
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           
|    |  | Subtotal Japan                   |  |                         |  |                     |  |      |      |           |  |                        |  | 1,681,400 
|    |  | MEXICO                           |  |                         |  |                     |  |      |      |           |  |                         |  |           
|54. |  | Punta Norte Premium Outlets      |  | Mexico City             |  | Fee                 |  | 50.0 | %    | 2004      |  |                        |  | 231,900   
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           
|    |  | Subtotal Mexico                  |  |                         |  |                     |  |      |      |           |  |                        |  | 231,900   
|    |  | SOUTH KOREA                      |  |                         |  |                     |  |      |      |           |  |                         |  |           
|55. |  | Yeoju Premium Outlets            |  | Yeoju                   |  | Fee                 |  | 50.0 | %    | 2007      |  |                        |  | 249,900   
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           
|    |  | Subtotal South Korea             |  |                         |  |                     |  |      |      |           |  |                        |  | 249,900   
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           
|    |  | TOTAL INTERNATIONAL ASSETS       |  |                         |  |                     |  |      |      | 5,296,500 |  | 10,134,600              |  | 15,431,100
|    |  |                                  |  |                         |  |                     |  |      |      |           |  |                         |  |           

FOOTNOTES:

38

---







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

Also,
on December 28, 2005, we invested $50.0 million of equity for a 40% interest in a joint venture with Toll Brothers, Inc. and Meritage Homes Corp. to purchase a
5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. The principal use of the land upon attaining entitled status is the development of
single-family homesites by our partners. As a result of the recent downturn in the residential market, during the fourth quarter of 2007 we recorded an impairment charge of $55.1 million,
$35.6 million net of tax benefit, representing our entire investment in this joint venture entity, including interest capitalized on our invested equity.



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

39

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Mortgage and Other Debt on Portfolio PropertiesAs of December 31, 2007  (Dollars in thousands)

|Property Name                             |  | Interest
Rate |        | Face
Amount |         | Annual Debt
Service |   | Maturity
Date |    
|----------------------------------------- |  | ------------- | ------ | ----------- | ------- | ------------------- | - | ------------- | ---
|Consolidated Indebtedness:                |  |               |        |             |         |                     |   |               |    
|Secured Indebtedness:                     |  |               |        |             |         |                     |   |               |    
|Simon Property Group, LP:                 |  |               |        |             |         |                     |   |               |    
|Anderson Mall                             |  | 6.20          | %      | $           | 28,206  |                     | $ | 2,216         |    
|Arsenal Mall  1                          |  | 6.75          | %      |             | 30,842  |                     |   | 2,724         |    
|Arsenal Mall  2                          |  | 8.20          | %      |             | 1,199   |                     |   | 286           |    
|Bangor Mall                               |  | 6.15          | %      |             | 80,000  |                     |   | 4,918         | (2)
|Battlefield Mall                          |  | 4.60          | %      |             | 96,217  |                     |   | 6,154         |    
|Bloomingdale Court                        |  | 7.78          | %      |             | 27,080  | (4)                 |   | 2,578         |    
|Brunswick Square                          |  | 5.65          | %      |             | 84,581  |                     |   | 5,957         |    
|Carolina Premium Outlets  Smithfield     |  | 9.10          | %      |             | 19,973  | (6)                 |   | 2,114         |    
|Century III Mall                          |  | 6.20          | %      |             | 83,261  | (9)                 |   | 6,541         |    
|Chesapeake Square                         |  | 5.84          | %      |             | 71,771  |                     |   | 5,162         |    
|College Mall  1                          |  | 7.00          | %      |             | 30,953  | (8)                 |   | 3,908         |    
|College Mall  2                          |  | 6.76          | %      |             | 10,492  | (8)                 |   | 935           |    
|Copley Place                              |  | 5.25          | %  (1) |             | 191,000 |                     |   | 10,028        | (2)
|Coral Square                              |  | 8.00          | %      |             | 84,489  |                     |   | 8,065         |    
|The Crossings Premium Outlets             |  | 5.85          | %      |             | 55,385  |                     |   | 4,649         |    
|Crossroads Mall                           |  | 6.20          | %      |             | 41,816  |                     |   | 3,285         |    
|Crystal River                             |  | 7.63          | %      |             | 15,135  |                     |   | 1,385         |    
|Dare Centre                               |  | 9.10          | %      |             | 1,663   | (6)                 |   | 176           |    
|DeKalb Plaza                              |  | 5.28          | %      |             | 3,189   |                     |   | 284           |    
|Desoto Square                             |  | 5.89          | %      |             | 64,153  |                     |   | 3,779         | (2)
|The Factory Shoppes at Branson Meadows    |  | 9.10          | %      |             | 9,289   | (6)                 |   | 983           |    
|Factory Stores of America  Boaz          |  | 9.10          | %      |             | 2,717   | (6)                 |   | 287           |    
|Factory Stores of America  Georgetown    |  | 9.10          | %      |             | 6,438   | (6)                 |   | 681           |    
|Factory Stores of America  Graceville    |  | 9.10          | %      |             | 1,912   | (6)                 |   | 202           |    
|Factory Stores of America  Lebanon       |  | 9.10          | %      |             | 1,607   | (6)                 |   | 170           |    
|Factory Stores of America  Nebraska City |  | 9.10          | %      |             | 1,510   | (6)                 |   | 160           |    
|Factory Stores of America  Story City    |  | 9.10          | %      |             | 1,867   | (6)                 |   | 198           |    
|Forest Mall                               |  | 6.20          | %      |             | 16,746  | (10)                |   | 1,316         |    
|Forest Plaza                              |  | 7.78          | %      |             | 14,853  | (4)                 |   | 1,414         |    
|Forum Shops at Caesars, The               |  | 4.78          | %      |             | 533,470 |                     |   | 34,564        |    
|Gateway Shopping Center                   |  | 5.89          | %      |             | 87,000  |                     |   | 5,124         | (2)
|Gilroy Premium Outlets                    |  | 6.99          | %      |             | 62,423  | (7)                 |   | 6,236         |    
|Greenwood Park Mall  1                   |  | 7.00          | %      |             | 25,924  | (8)                 |   | 3,273         |    
|Greenwood Park Mall  2                   |  | 6.76          | %      |             | 54,206  | (8)                 |   | 4,831         |    
|Gwinnett Place                            |  | 5.68          | %      |             | 115,000 |                     |   | 6,532         | (2)
|Henderson Square                          |  | 6.94          | %      |             | 14,846  |                     |   | 1,270         |    
|Highland Lakes Center                     |  | 6.20          | %      |             | 15,436  | (9)                 |   | 1,213         |    
|Independence Center                       |  | 5.94          | %      |             | 200,000 |                     |   | 11,886        | (2)
|Ingram Park Mall                          |  | 6.99          | %      |             | 78,372  | (20)                |   | 6,724         |    
|Kittery Premium Outlets                   |  | 6.99          | %      |             | 10,334  | (7)                 |   | 1,028         |    
|Knoxville Center                          |  | 6.99          | %      |             | 59,348  | (20)                |   | 5,092         |    
|Lake View Plaza                           |  | 7.78          | %      |             | 19,744  | (4)                 |   | 1,880         |    
|Lakeline Plaza                            |  | 7.78          | %      |             | 21,647  | (4)                 |   | 2,061         |    
|Las Americas Premium Outlets              |  | 5.84          | %      |             | 180,000 |                     |   | 10,511        | (2)
|Lighthouse Place Premium Outlets          |  | 6.99          | %      |             | 43,073  | (7)                 |   | 4,286         |    
|Lincoln Crossing                          |  | 7.78          | %      |             | 2,988   | (4)                 |   | 285           |    
|Longview Mall                             |  | 6.20          | %      |             | 31,338  | (9)                 |   | 2,462         |    
|MacGregor Village                         |  | 9.10          | %      |             | 6,689   | (6)                 |   | 708           |    
|Mall of Georgia                           |  | 7.09          | %      |             | 188,621 |                     |   | 16,649        |    
|Markland Mall                             |  | 6.20          | %      |             | 22,172  | (10)                |   | 1,742         |    
|Matteson Plaza                            |  | 7.78          | %      |             | 8,695   | (4)                 |   | 828           |    
|Midland Park Mall                         |  | 6.20          | %      |             | 32,369  | (10)                |   | 2,543         |    
|Montgomery Mall                           |  | 5.17          | %      |             | 91,018  |                     |   | 6,307         |    
|Muncie Plaza                              |  | 7.78          | %      |             | 7,518   | (4)                 |   | 716           |    
|Northfield Square                         |  | 6.05          | %      |             | 29,742  |                     |   | 2,485         |    
|Northlake Mall                            |  | 6.99          | %      |             | 68,466  | (20)                |   | 5,874         |    
|North Ridge Shopping Center               |  | 9.10          | %      |             | 8,169   | (6)                 |   | 865           |    

40

---



|Oxford Valley Mall                      |  | 6.76 | %       |   | 77,451    |      |  | 7,801  |     | 01/10/11 |     
|--------------------------------------- |  | ---- | ------- | - | --------- | ---- |  | ------ | --- | -------- | ----
|Palm Beach Mall                         |  | 6.20 | %       |   | 51,781    |      |  | 4,068  |     | 10/10/12 |     
|Penn Square Mall                        |  | 7.03 | %       |   | 67,079    |      |  | 6,003  |     | 03/01/09 | (25)
|Plaza Carolina  Fixed                  |  | 5.10 | %       |   | 92,405    |      |  | 7,085  |     | 05/09/09 |     
|Plaza Carolina  Variable Capped        |  | 5.50 | %  (29) |   | 93,840    |      |  | 7,369  |     | 05/09/09 | (3) 
|Plaza Carolina  Variable Floating      |  | 5.50 | %  (1)  |   | 56,303    |      |  | 4,421  |     | 05/09/09 | (3) 
|Port Charlotte Town Center              |  | 7.98 | %       |   | 51,517    |      |  | 4,680  |     | 12/11/10 | (25)
|Regency Plaza                           |  | 7.78 | %       |   | 4,075     | (4)  |  | 388    |     | 11/01/09 |     
|Richmond Towne Square                   |  | 6.20 | %       |   | 45,466    | (10) |  | 3,572  |     | 10/10/12 |     
|SB Boardman Plaza Holdings              |  | 5.94 | %       |   | 23,490    |      |  | 1,682  |     | 07/01/14 |     
|SB Trolley Square Holding               |  | 9.03 | %       |   | 28,116    |      |  | 2,880  |     | 08/01/10 |     
|St. Charles Towne Plaza                 |  | 7.78 | %       |   | 26,083    | (4)  |  | 2,483  |     | 11/01/09 |     
|Stanford Shopping Center                |  | 3.60 | %  (11) |   | 220,000   |      |  | 7,920  | (2) | 09/11/08 |     
|Summit Mall                             |  | 5.42 | %       |   | 65,000    |      |  | 3,768  | (2) | 06/10/17 |     
|Sunland Park Mall                       |  | 8.63 | %  (13) |   | 34,558    |      |  | 3,768  |     | 01/01/26 |     
|Tacoma Mall                             |  | 7.00 | %       |   | 124,796   |      |  | 10,778 |     | 10/01/11 |     
|Town Center at Cobb                     |  | 5.74 | %       |   | 280,000   |      |  | 16,072 | (2) | 06/08/12 |     
|Towne East Square  1                   |  | 7.00 | %       |   | 42,678    |      |  | 4,711  |     | 01/01/09 |     
|Towne East Square  2                   |  | 6.81 | %       |   | 21,879    |      |  | 1,958  |     | 01/01/09 |     
|Towne West Square                       |  | 6.99 | %       |   | 51,302    | (20) |  | 4,402  |     | 08/11/11 |     
|University Park Mall                    |  | 5.45 | %  (1)  |   | 100,000   |      |  | 5,450  | (2) | 07/09/10 | (3) 
|Upper Valley Mall                       |  | 5.89 | %       |   | 47,904    |      |  | 2,822  | (2) | 07/01/14 |     
|Valle Vista Mall                        |  | 5.35 | %       |   | 40,000    |      |  | 3,598  | (2) | 05/10/17 |     
|Washington Square                       |  | 5.94 | %       |   | 30,552    |      |  | 2,194  |     | 07/01/14 |     
|Waterloo Premium Outlets                |  | 6.99 | %       |   | 34,692    | (7)  |  | 3,452  |     | 07/11/08 | (25)
|West Ridge Mall                         |  | 5.89 | %       |   | 68,711    |      |  | 4,047  | (2) | 07/01/14 |     
|West Ridge Plaza                        |  | 7.78 | %       |   | 5,254     | (4)  |  | 500    |     | 11/01/09 |     
|White Oaks Mall                         |  | 5.54 | %       |   | 50,000    |      |  | 2,768  | (2) | 11/01/16 |     
|White Oaks Plaza                        |  | 7.78 | %       |   | 16,031    | (4)  |  | 1,526  |     | 11/01/09 |     
|Wolfchase Galleria                      |  | 5.64 | %       |   | 225,000   |      |  | 12,700 | (2) | 04/01/17 |     
|Woodland Hills Mall                     |  | 7.00 | %       |   | 80,144    |      |  | 7,185  |     | 01/01/09 | (25)
|                                        |  |      |         |   |           |      |  |        |     |         
|Total Consolidated Secured Indebtedness |  |      |         | $ | 5,253,059 |      |  |        |     |          |     

41

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|Unsecured Indebtedness:                   |                                                 |      |         |   |            |            |      |        |      |          |     
|----------------------------------------- | ----------------------------------------------- | ---- | ------- | - | ---------- | ---------- | ---- | ------ | ---- | -------- | ----
|Simon Property Group, LP:                 |                                                 |      |         |   |            |            |      |        |      |          |     
|Unsecured Revolving Credit Facility  USD |                                                 | 4.98 | %  (15) | $ | 1,798,000  |            | $    | 89,451 | (2)  | 01/11/11 | (3) 
|Revolving Credit Facility  Yen Currency  |                                                 | 1.08 | %  (15) |   | 215,593    |            |      | 2,323  | (2)  | 01/11/11 | (3) 
|Revolving Credit Facility  Euro Currency |                                                 | 4.66 | %  (15) |   | 338,019    |            |      | 15,739 | (2)  | 01/11/11 | (3) 
|Unsecured Notes  2B                      |                                                 | 7.00 | %       |   | 150,000    |            |      | 10,500 | (14) | 07/15/09 |     
|Unsecured Notes  4C                      |                                                 | 7.38 | %       |   | 200,000    |            |      | 14,750 | (14) | 06/15/18 |     
|Unsecured Notes  5B                      |                                                 | 7.13 | %       |   | 300,000    |            |      | 21,375 | (14) | 02/09/09 |     
|Unsecured Notes  6B                      |                                                 | 7.75 | %       |   | 200,000    |            |      | 15,500 | (14) | 01/20/11 |     
|Unsecured Notes  8A                      |                                                 | 6.35 | %       |   | 350,000    |            |      | 22,225 | (14) | 08/28/12 |     
|Unsecured Notes  8B                      |                                                 | 5.38 | %       |   | 150,000    |            |      | 8,063  | (14) | 08/28/08 |     
|Unsecured Notes  9A                      |                                                 | 4.88 | %       |   | 300,000    |            |      | 14,625 | (14) | 03/18/10 |     
|Unsecured Notes  9B                      |                                                 | 5.45 | %       |   | 200,000    |            |      | 10,900 | (14) | 03/15/13 |     
|Unsecured Notes  10A                     |                                                 | 3.75 | %       |   | 300,000    |            |      | 11,250 | (14) | 01/30/09 |     
|Unsecured Notes  10B                     |                                                 | 4.90 | %       |   | 200,000    |            |      | 9,800  | (14) | 01/30/14 |     
|Unsecured Notes  11A                     |                                                 | 4.88 | %       |   | 400,000    |            |      | 19,500 | (14) | 08/15/10 |     
|Unsecured Notes  11B                     |                                                 | 5.63 | %       |   | 500,000    |            |      | 28,125 | (14) | 08/15/14 |     
|Unsecured Notes  12 A                    |                                                 | 5.10 | %       |   | 600,000    |            |      | 30,600 | (14) | 06/15/15 |     
|Unsecured Notes  12 B                    |                                                 | 4.60 | %       |   | 400,000    |            |      | 18,400 | (14) | 06/15/10 |     
|Unsecured Notes  13 A                    |                                                 | 5.38 | %       |   | 500,000    |            |      | 26,875 | (14) | 06/01/11 |     
|Unsecured Notes  13 B                    |                                                 | 5.75 | %       |   | 600,000    |            |      | 34,500 | (14) | 12/01/15 |     
|Unsecured Notes  14 A                    |                                                 | 5.75 | %       |   | 400,000    |            |      | 23,000 | (14) | 05/01/12 |     
|Unsecured Notes  14 B                    |                                                 | 6.10 | %       |   | 400,000    |            |      | 24,400 | (14) | 05/01/16 |     
|Unsecured Notes  15 A                    |                                                 | 5.60 | %       |   | 600,000    |            |      | 33,600 | (14) | 09/01/11 |     
|Unsecured Notes  15 B                    |                                                 | 5.88 | %       |   | 500,000    |            |      | 29,375 | (14) | 03/01/17 |     
|Unsecured Notes  16 A                    |                                                 | 5.00 | %       |   | 600,000    |            |      | 30,000 | (14) | 03/01/12 |     
|Unsecured Notes  16 B                    |                                                 | 5.25 | %       |   | 650,000    |            |      | 34,125 | (14) | 12/01/16 |     
|Mandatory Par Put Remarketed Securities   |                                                 | 7.00 | %       |   | 200,000    |            |      | 14,000 | (14) | 06/15/08 | (16)
|                                          |                                                 |      |         |   |            |            |      |        |      |         
|                                          |                                                 |      |         |   | 11,051,612 |            |      |        |      |          |     
|The Retail Property Trust, subsidiary:    |                                                 |      |         |   |            |            |      |        |      |          |     
|Unsecured Notes  CPI 4                   |                                                 | 7.18 | %       |   | 75,000     |            |      | 5,385  | (14) | 09/01/13 |     
|Unsecured Notes  CPI 5                   |                                                 | 7.88 | %       |   | 250,000    |            |      | 19,688 | (14) | 03/15/16 |     
|                                          |                                                 |      |         |   |            |            |      |        |      |         
|                                          |                                                 |      |         |   | 325,000    |            |      |        |      |          |     
|CPG Partners, LP, subsidiary:             |                                                 |      |         |   |            |            |      |        |      |          |     
|Unsecured Notes  CPG 3                   |                                                 | 3.50 | %       |   | 100,000    |            |      | 3,500  | (14) | 03/15/09 |     
|Unsecured Notes  CPG 4                   |                                                 | 8.63 | %       |   | 50,000     |            |      | 4,313  | (14) | 08/17/09 |     
|Unsecured Notes  CPG 5                   |                                                 | 8.25 | %       |   | 150,000    |            |      | 12,375 | (14) | 02/01/11 |     
|Unsecured Notes  CPG 6                   |                                                 | 6.88 | %       |   | 100,000    |            |      | 6,875  | (14) | 06/15/12 |     
|Unsecured Notes  CPG 7                   |                                                 | 6.00 | %       |   | 150,000    |            |      | 9,000  | (14) | 01/15/13 |     
|                                          |                                                 |      |         |   |            |            |      |        |      |         
|                                          |                                                 |      |         |   | 550,000    |            |      |        |      |          |     
|                                          |                                                 |      |         |   |            |            |      |        |      |         
|                                          | Total Consolidated Unsecured Indebtedness       |      |         |   |            | 11,926,612 |      |        |      |          |     
|                                          |                                                 |      |         |   |            |            |      |        |      |         
|                                          | Total Consolidated Indebtedness at Face Amounts |      |         |   |            | 17,179,671 |      |        |      |          |     
|                                          | Fair Value Interest Rate Swaps                  |      |         |   |            | (90)       | (24) |        |      |          |     
|                                          | Net Premium on Indebtedness                     |      |         |   |            | 63,901     |      |        |      |          |     
|                                          | Net Discount on Indebtedness                    |      |         |   |            | (24,808    | )    |        |      |          |     
|                                          |                                                 |      |         |   |            |            |      |        |      |         
|                                          | Total Consolidated Indebtedness                 |      |         |   | $          | 17,218,674 | (19) |        |      |          |     
|                                          |                                                 |      |         |   |            |            |      |        |      |         

42

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|Joint Venture Indebtedness:               |  |      |         |   |         |      |   |        |     |          |     
|----------------------------------------- |  | ---- | ------- | - | ------- | ---- | - | ------ | --- | -------- | ----
|Secured Indebtedness:                     |  |      |         |   |         |      |   |        |     |          |     
|Apple Blossom Mall                        |  | 7.99 | %       | $ | 37,689  |      | $ | 3,607  |     | 09/10/09 |     
|Arizona Mills                             |  | 7.90 | %       |   | 136,017 |      |   | 10,752 |     | 10/05/10 |     
|Arkadia Shopping Center                   |  | 5.63 | %  (31) |   | 150,673 |      |   | 8,481  | (2) | 05/31/12 |     
|Arundel Marketplace                       |  | 5.92 | %       |   | 11,784  |      |   | 884    |     | 01/01/14 |     
|Arundel Mills                             |  | 6.14 | %       |   | 385,000 |      |   | 23,639 | (2) | 08/01/14 |     
|Atrium at Chestnut Hill                   |  | 6.89 | %       |   | 45,338  |      |   | 3,880  |     | 03/11/11 | (25)
|Auburn Mall                               |  | 7.99 | %       |   | 44,123  |      |   | 4,222  |     | 09/10/09 |     
|Aventura Mall                             |  | 5.91 | %       |   | 430,000 |      |   | 25,392 | (2) | 12/11/17 |     
|Avenues, The                              |  | 5.29 | %       |   | 74,226  |      |   | 5,325  |     | 04/01/13 |     
|Bay 1 (Torcy)                             |  | 5.38 | %  (31) |   | 20,721  |      |   | 1,115  | (2) | 05/31/11 |     
|Bay 2 (Torcy)                             |  | 5.38 | %  (31) |   | 77,304  |      |   | 4,158  | (2) | 06/30/11 |     
|Block at Orange                           |  | 6.25 | %       |   | 220,000 |      |   | 13,753 | (2) | 10/01/14 |     
|Briarwood Mall  1                        |  | 3.93 | %       |   | 192,402 |      |   | 7,569  | (2) | 11/01/09 |     
|Briarwood Mall  2                        |  | 5.11 | %       |   | 1,548   |      |   | 79     | (2) | 09/01/09 |     
|Cape Cod Mall                             |  | 6.80 | %       |   | 92,100  |      |   | 7,821  |     | 03/11/11 |     
|Castleton Storage                         |  | 6.65 | %  (1)  |   | 4,636   |      |   | 308    | (2) | 07/31/09 | (3) 
|Changshu SZITIC                           |  | 7.18 | %  (39) |   | 27,140  |      |   | 1,949  | (2) | 04/10/17 |     
|Circle Centre Mall                        |  | 5.02 | %       |   | 74,276  |      |   | 5,165  |     | 04/11/13 |     
|Clay Terrace                              |  | 5.08 | %       |   | 115,000 |      |   | 5,842  | (2) | 10/01/15 |     
|Cobblestone Court                         |  | 5.60 | %  (1)  |   | 2,700   |      |   | 151    | (2) | 04/16/10 |     
|Coconut Point                             |  | 5.83 | %       |   | 230,000 |      |   | 13,409 | (2) | 12/10/16 |     
|Coddingtown Mall                          |  | 5.75 | %  (1)  |   | 15,500  |      |   | 891    | (2) | 07/14/10 |     
|Colorado Mills                            |  | 6.18 | %  (38) |   | 170,000 |      |   | 10,506 | (2) | 11/12/09 |     
|Concord Mills Mall                        |  | 6.13 | %       |   | 169,612 |      |   | 13,208 |     | 12/07/12 |     
|Concord Marketplace                       |  | 5.76 | %       |   | 13,715  |      |   | 1,013  |     | 02/01/14 |     
|Crystal Mall                              |  | 5.62 | %       |   | 98,213  |      |   | 7,319  |     | 09/11/12 | (25)
|Dadeland Mall                             |  | 6.75 | %       |   | 186,553 |      |   | 15,566 |     | 02/11/12 | (25)
|Del Amo                                   |  | 6.55 | %  (1)  |   | 326,513 |      |   | 21,387 | (2) | 01/10/08 |     
|Denver West Village                       |  | 8.15 | %       |   | 22,515  |      |   | 2,153  |     | 10/01/11 |     
|Discover Mills  1                        |  | 7.32 | %       |   | 23,700  |      |   | 1,735  | (2) | 12/11/11 |     
|Discover Mills  2                        |  | 6.08 | %       |   | 135,000 |      |   | 8,212  | (2) | 12/11/11 |     
|Domain Residential                        |  | 5.75 | %  (1)  |   | 29,810  |      |   | 1,714  | (2) | 03/03/11 | (3) 
|Dover Mall & Commons                      |  | 6.55 | %  (37) |   | 83,756  | (35) |   | 5,486  | (2) | 02/01/12 | (3) 
|Eastland Mall                             |  | 5.79 | %       |   | 168,000 |      |   | 9,734  | (2) | 06/01/16 |     
|Emerald Square Mall                       |  | 5.13 | %       |   | 134,642 |      |   | 9,479  |     | 03/01/13 |     
|Empire Mall                               |  | 5.79 | %       |   | 176,300 |      |   | 10,215 | (2) | 06/01/16 |     
|Esplanade, The                            |  | 6.55 | %  (37) |   | 75,136  | (35) |   | 4,921  | (2) | 02/01/12 | (3) 
|Falls, The                                |  | 4.34 | %       |   | 148,200 |      |   | 6,432  | (2) | 11/01/09 |     
|Fashion Centre Pentagon Retail            |  | 6.63 | %       |   | 154,540 |      |   | 12,838 |     | 09/11/11 | (25)
|Fashion Centre Pentagon Office            |  | 5.35 | %  (30) |   | 40,000  |      |   | 2,140  | (2) | 07/09/09 | (3) 
|Fashion Valley Mall  1                   |  | 6.49 | %       |   | 155,843 |      |   | 13,218 |     | 10/11/08 | (25)
|Fashion Valley Mall  2                   |  | 6.58 | %       |   | 29,124  |      |   | 1,915  | (2) | 10/11/08 | (25)
|Firewheel Residential                     |  | 6.45 | %  (1)  |   | 19,939  |      |   | 1,286  | (2) | 06/20/11 | (3) 
|Florida Mall, The                         |  | 7.55 | %       |   | 250,721 |      |   | 22,766 |     | 12/10/10 |     
|Franklin Mills                            |  | 5.65 | %       |   | 290,000 |      |   | 16,385 | (2) | 06/01/17 |     
|Galleria at White Plains                  |  | 6.55 | %  (37) |   | 125,566 | (35) |   | 8,225  | (2) | 02/01/12 | (3) 
|Galleria Commerciali Italia  Facility A  |  | 5.73 | %  (18) |   | 358,954 |      |   | 26,938 |     | 12/22/11 | (3) 
|Galleria Commerciali Italia  Facility B  |  | 5.83 | %  (27) |   | 354,932 |      |   | 28,200 |     | 12/22/11 |     
|Galleria Commerciali Italia  Cinisello 1 |  | 5.48 | %  (32) |   | 110,144 |      |   | 6,035  | (2) | 03/31/08 |     
|Galleria Commerciali Italia  Cinisello 2 |  | 5.38 | %  (33) |   | 42,670  |      |   | 2,295  | (2) | 03/31/08 |     
|Galleria Commerciali Italia  Giugliano   |  | 5.33 | %  (34) |   | 41,241  |      |   | 2,198  | (2) | 10/20/13 |     
|Galleria Commerciali Italia  Catania     |  | 5.48 | %  (5)  |   | 20,064  |      |   | 1,099  | (2) | 12/15/09 |     
|Gaitway Plaza                             |  | 4.60 | %       |   | 13,900  | (17) |   | 640    | (2) | 07/01/15 |     
|Granite Run Mall                          |  | 5.83 | %       |   | 119,812 |      |   | 8,622  |     | 06/01/16 |     
|Grapevine Mills                           |  | 6.47 | %       |   | 145,160 |      |   | 11,720 |     | 10/01/08 |     
|Grapevine Mills II                        |  | 8.39 | %       |   | 13,622  |      |   | 1,324  |     | 11/05/08 |     
|Great Mall of the Bay Area                |  | 4.80 | %       |   | 175,000 |      |   | 8,400  | (2) | 09/01/08 |     
|Greendale Mall                            |  | 6.00 | %       |   | 45,000  |      |   | 2,699  | (2) | 10/01/16 |     
|Gotemba Premium Outlets  Fixed           |  | 2.00 | %       |   | 7,878   | (26) |   | 1,165  |     | 10/25/14 |     
|Gotemba Premium Outlets  Variable        |  | 1.61 | %  (12) |   | 60,154  | (26) |   | 4,494  |     | 02/28/13 |     
|Gurnee Mills                              |  | 5.77 | %       |   | 321,000 |      |   | 18,512 | (2) | 07/01/17 |     
|Hamilton Town Center                      |  | 5.60 | %  (1)  |   | 36,677  |      |   | 2,054  | (2) | 03/31/08 |     
|Hangzhou                                  |  | 7.18 | %  (40) |   | 16,284  |      |   | 1,170  | (2) | 06/15/17 |     

43

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|Highland Mall                   |  | 6.83  | %       |  | 65,865  |      |  | 5,634  |     | 07/10/11 |     
|------------------------------- |  | ----- | ------- |  | ------- | ---- |  | ------ | --- | -------- | ----
|Hilltop Mall                    |  | 4.99  | %       |  | 64,350  |      |  | 3,211  | (2) | 07/08/12 |     
|Houston Galleria  1            |  | 5.44  | %       |  | 643,583 |      |  | 34,985 | (2) | 12/01/15 |     
|Houston Galleria  2            |  | 5.44  | %       |  | 177,417 |      |  | 9,644  | (2) | 12/01/15 |     
|Indian River Commons            |  | 5.21  | %       |  | 9,645   |      |  | 503    | (2) | 11/01/14 |     
|Indian River Mall               |  | 5.21  | %       |  | 65,355  |      |  | 3,408  | (2) | 11/01/14 |     
|Katy Mills                      |  | 6.69  | %       |  | 148,000 |      |  | 9,906  | (2) | 01/09/13 |     
|King of Prussia Mall  1        |  | 7.49  | %       |  | 151,396 |      |  | 20,118 |     | 01/01/17 |     
|King of Prussia Mall  2        |  | 8.53  | %       |  | 10,564  |      |  | 1,388  |     | 01/01/17 |     
|Kobe Premium Outlets            |  | 1.35  | %       |  | 18,799  | (26) |  | 770    |     | 01/31/12 |     
|Lakeforest Mall                 |  | 4.90  | %       |  | 141,050 |      |  | 6,904  | (2) | 07/08/10 |     
|Lehigh Valley Mall              |  | 5.16  | %  (36) |  | 150,000 |      |  | 7,740  | (2) | 08/09/10 | (3) 
|Liberty Plaza                   |  | 5.68  | %       |  | 43,000  |      |  | 2,442  | (2) | 06/01/17 |     
|Liberty Tree Mall               |  | 5.22  | %       |  | 35,000  |      |  | 1,827  | (2) | 10/11/13 |     
|Mall at Chestnut Hill           |  | 8.45  | %       |  | 13,966  |      |  | 1,396  |     | 02/01/10 |     
|Mall at Rockingham              |  | 5.61  | %       |  | 260,000 |      |  | 17,931 |     | 03/10/17 |     
|Mall at Tuttle Crossing         |  | 5.05  | %       |  | 118,180 |      |  | 7,774  |     | 11/05/13 |     
|Mall of New Hampshire  1       |  | 6.96  | %       |  | 94,588  |      |  | 8,345  |     | 10/01/08 | (25)
|Mall of New Hampshire  2       |  | 8.53  | %       |  | 7,890   |      |  | 786    |     | 10/01/08 |     
|Marley Station                  |  | 4.89  | %       |  | 114,400 |      |  | 5,595  | (2) | 07/01/12 |     
|Meadowood Mall                  |  | 5.19  | %  (38) |  | 182,000 |      |  | 9,442  | (2) | 11/01/09 | (3) 
|Mesa Mall                       |  | 5.79  | %       |  | 87,250  |      |  | 5,055  | (2) | 06/01/16 |     
|Miami International Mall        |  | 5.35  | %       |  | 95,904  |      |  | 6,533  |     | 10/01/13 |     
|Mills Senior Loan Facility      |  | 5.85  | %  (1)  |  | 773,000 |      |  | 45,221 | (2) | 06/07/12 | (3) 
|Net Leases I                    |  | 7.96  | %       |  | 26,326  |      |  | 2,096  | (2) | 10/10/10 |     
|Net Leases II                   |  | 9.35  | %       |  | 21,049  |      |  | 1,968  | (2) | 01/10/23 |     
|Northpark Mall  Mills          |  | 6.55  | %  (37) |  | 105,543 | (35) |  | 6,913  | (2) | 02/01/12 | (3) 
|Northshore Mall                 |  | 5.03  | %       |  | 207,850 |      |  | 13,566 |     | 03/11/14 | (25)
|Ontario Mills                   |  | 6.75  | %       |  | 128,192 |      |  | 11,286 |     | 12/01/08 |     
|Ontario Mills II                |  | 8.01  | %       |  | 9,828   |      |  | 925    |     | 01/05/09 |     
|Opry Mills                      |  | 6.16  | %       |  | 280,000 |      |  | 17,248 | (2) | 10/10/14 |     
|Potomac Mills                   |  | 5.83  | %       |  | 410,000 |      |  | 23,901 | (2) | 07/11/17 |     
|Plaza at Buckland Hills, The    |  | 4.60  | %       |  | 24,800  | (17) |  | 1,142  | (2) | 07/01/15 |     
|Quaker Bridge Mall              |  | 7.03  | %       |  | 20,790  |      |  | 2,407  |     | 04/01/16 |     
|Ridgewood Court                 |  | 4.60  | %       |  | 14,650  | (17) |  | 674    | (2) | 07/01/15 |     
|Rinku Premium Outlets           |  | 2.19  | %       |  | 36,998  | (26) |  | 4,935  |     | 11/25/14 |     
|Rushmore Mall                   |  | 5.79  | %       |  | 94,000  |      |  | 5,446  | (2) | 06/01/16 |     
|Sano Premium Outlets            |  | 2.39  | %       |  | 34,755  | (26) |  | 7,094  |     | 05/31/16 |     
|Sawgrass Mills                  |  | 5.82  | %       |  | 850,000 |      |  | 49,470 | (2) | 07/01/14 |     
|Shops at Riverside, The         |  | 5.40  | %  (1)  |  | 130,000 |      |  | 7,020  | (2) | 11/14/11 | (3) 
|St. Johns Town Center           |  | 5.06  | %       |  | 170,000 |      |  | 8,602  | (2) | 03/11/15 |     
|St. John's Town Center Phase II |  | 5.25  | %  (1)  |  | 64,000  |      |  | 3,360  | (2) | 02/12/10 | (3) 
|St. Louis Mills                 |  | 6.39  | %       |  | 90,000  |      |  | 5,751  | (2) | 01/08/12 | (3) 
|Seminole Towne Center           |  | 5.25  | %  (22) |  | 70,000  |      |  | 3,675  | (2) | 07/09/09 | (3) 
|Shops at Sunset Place, The      |  | 5.35  | %  (21) |  | 87,469  |      |  | 6,701  |     | 05/09/09 | (3) 
|Smith Haven Mall                |  | 5.16  | %       |  | 180,000 |      |  | 9,283  | (2) | 03/01/16 |     
|Solomon Pond                    |  | 3.97  | %       |  | 111,379 |      |  | 6,505  |     | 08/01/13 |     
|Source, The                     |  | 6.65  | %       |  | 124,000 |      |  | 8,246  | (2) | 03/11/09 |     
|Southern Hills Mall             |  | 5.79  | %       |  | 101,500 |      |  | 5,881  | (2) | 06/01/16 |     
|Southdale Center                |  | 5.18  | %       |  | 186,550 |      |  | 9,671  | (2) | 04/01/10 |     
|SouthPark Residential           |  | 6.00  | %  (1)  |  | 41,141  |      |  | 2,468  | (2) | 12/31/10 | (3) 
|Southridge Mall                 |  | 5.23  | %       |  | 124,000 |      |  | 6,489  | (2) | 04/01/12 |     
|Springfield Mall                |  | 5.70  | %  (1)  |  | 76,500  |      |  | 4,361  | (2) | 12/01/10 | (3) 
|Square One                      |  | 6.73  | %       |  | 88,763  |      |  | 7,380  |     | 03/11/12 |     
|Stoneridge Shopping Center      |  | 4.69  | %  (38) |  | 293,800 |      |  | 13,785 | (2) | 11/01/09 |     
|Surprise Grand Vista            |  | 10.61 | %       |  | 298,161 |      |  | 31,640 | (2) | 12/28/10 |     
|Toki Premium Outlets            |  | 1.45  | %  (12) |  | 19,962  | (26) |  | 3,313  |     | 10/31/11 |     
|Tosu Premium Outlets            |  | 2.20  | %       |  | 20,379  | (26) |  | 2,024  |     | 01/31/14 |     
|University Storage              |  | 6.65  | %  (1)  |  | 5,288   |      |  | 352    | (2) | 07/31/09 | (3) 
|Valley Mall                     |  | 5.83  | %       |  | 46,602  |      |  | 3,357  |     | 06/01/16 |     
|Villabe A6  Bel'Est            |  | 5.68  | %  (31) |  | 12,917  |      |  | 734    | (2) | 08/31/11 |     
|Village Park Plaza              |  | 4.60  | %       |  | 29,850  | (17) |  | 1,374  | (2) | 07/01/15 |     
|West Town Corners               |  | 4.60  | %       |  | 18,800  | (17) |  | 865    | (2) | 07/01/15 |     
|West Town Mall                  |  | 6.34  | %       |  | 210,000 |      |  | 13,309 | (2) | 12/01/17 |     
|Westchester, The                |  | 4.86  | %       |  | 500,000 |      |  | 24,300 | (2) | 06/01/10 |     

44

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|Whitehall Mall                             |                                                          | 6.77 | %       |  | 12,663  |            |      | 1,282 |     | 11/01/08 |    
|------------------------------------------ | -------------------------------------------------------- | ---- | ------- |  | ------- | ---------- | ---- | ----- | --- | -------- | ---
|Wilenska Station Shopping Center           |                                                          | 6.08 | %  (31) |  | 44,091  |            |      | 2,680 | (2) | 08/31/11 |    
|                                           |                                                          |      |         |  |         |            |      |       |     |         
|                                           | Total Joint Venture Secured Indebtedness at Face Amounts |      |         |  | $       | 16,191,865 |      |       |     |          |    
|Unsecured Indebtedness:                    |                                                          |      |         |  |         |            |      |       |     |          |    
|Galleria Commerciali ItaliaFacility C     |                                                          | 4.93 | %  (1)  |  | 189,562 | (28)       |      | 9,348 | (2) | 12/22/08 |    
|Trust Preferred Unsecured Securities       |                                                          | 7.38 | %       |  | 100,000 |            |      | 7,375 | (2) | 03/30/09 | (3)
|                                           |                                                          |      |         |  |         |            |      |       |     |         
|Total Joint Venture Unsecured Indebtedness |                                                          |      |         |  | 289,562 |            |      |       |     |          |    
|                                           | Net Premium on Indebtedness                              |      |         |  |         | 26,350     |      |       |     |          |    
|                                           | Net Discount on Indebtedness                             |      |         |  |         | (701       | )    |       |     |          |    
|                                           |                                                          |      |         |  |         |            |      |       |     |         
|                                           | Total Joint Venture Indebtedness                         |      |         |  | $       | 16,507,076 | (23) |       |     |          |    
|                                           |                                                          |      |         |  |         |            |      |       |     |         

(Footnotes on following page)

45

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(Footnotes for preceding pages)

---

46

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47

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Mortgage and Other Debt on Portfolio PropertiesAs of December 31, 2007  (Dollars in thousands)

Changes in Mortgages and Other Indebtedness

The
changes in mortgages and other indebtedness for the years ended December 31, 2007, 2006 and 2005 are as follows:

2007

2006

2005Balance, Beginning of Year

$
15,394,489

$
14,106,117

$
14,586,393Additions during period:New Loan Originations


3,362,732


2,810,239


2,484,264Loans assumed in acquisitions and consolidations


399,545


192,272


Net Premium/(Discount) and other


(1,669
)

(5,031
)

(11,328
)Deductions during period:Loan Retirements


(1,862,145
)

(1,619,148
)

(2,764,438
)Loans Related to Deconsolidations








(100,022
)Amortization of Net (Premiums)/Discounts


(13,661
)

(25,784
)

(33,710
)Scheduled Principal Amortization


(60,617
)

(64,176
)

(55,042
)Balance, End of Year

$
17,218,674

$
15,394,489

$
14,106,117


48

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Item 3.    Legal Proceedings

In November of 2004, the Attorneys General of Massachusetts, New Hampshire and Connecticut filed complaints in their respective state courts against us and our
affiliate, SPGGC, Inc., alleging that the sale of co-branded, bank-issued gift cards sold in certain of our properties violated gift certificate statutes and consumer
protection laws in those states. We filed our own actions for declaratory relief in Federal district courts in each of the three states. We have also been named as a defendant in two other state court
proceedings in New York which have been brought by private parties as purported class actions. They allege violation of state consumer protection and contract laws and seek a variety of remedies,
including unspecified damages and injunctive relief.

In
2006, we received a judgment in our favor in the Federal district court in New Hampshire. The First Circuit Court of Appeals affirmed that ruling on May 30, 2007, holding that the
current gift card program is a banking product and state law regulation is preempted by federal banking laws. The First Circuit Court of Appeals did not, however, rule on the question of whether the
gift card program as it existed prior to January 1, 2005, was similarly exempt from state regulation. In February 2007, we entered into a voluntary, no-fault settlement with the New
Hampshire Attorney General relating to the gift card program in New Hampshire as it existed prior to January 1, 2005. The New Hampshire litigation was dismissed at that time.

In
October 2007, the Second Circuit Court of Appeals issued a ruling in the case brought by the Connecticut Attorney General holding that the Connecticut gift card statute could be
applied to the gift card program as it existed prior to January 1, 2005, and could prohibit the charging of administrative fees but could not prohibit the use of expiration dates on gift cards.

We
believe we have viable defenses under both state and federal laws to the pending gift card actions in Massachusetts, Connecticut and New York. Although it is not possible to provide
any assurance of the ultimate outcome of any of these pending actions, management does not believe they will have any material adverse affect on our financial position, results of operations or cash
flow.

We
are involved in various other 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.    Submission of Matters to a Vote of Security Holders

None.

49

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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
the units:

Declared Distributions20061st Quarter

$
0.762nd Quarter


0.763rd Quarter


0.764th Quarter


0.7620071st Quarter

$
0.842nd Quarter


0.843rd Quarter


0.844th Quarter


0.84




The number of holders of record of units was 262 as of March 5, 2008.



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.



During the fourth quarter of 2007, Simon Property redeemed all of its outstanding shares of its Series G Cumulative Redeemable Preferred Stock. Simon Property
sold shares of its Series L Variable Rate Redeemable Preferred Stock to an institutional investor for $150.0 million. We issued 6,000,000 Series L Variable Rate Redeemable Preferred Units to
Simon Property for cash proceeds in the amount of $150.0 million. We used the proceeds to fund the redemption of the Series G Cumulative Redeemable Preferred Units held by Simon Property at the
time that Simon Property redeemed its Series G preferred stock. The issuance of Series L preferred units and other units to Simon Property were exempt from registration under the Securities Act of
1933 as amended, in
reliance upon Section 4(2) as private offerings. We redeemed the Series L preferred units in the fourth quarter of 2007 for a price equal to their liquidation value plus accrued dividends.



On July 26, 2007, the Simon Property Board of Directors authorized the repurchase of up to $1.0 billion of Simon Property common stock over the next
twenty-four months as market conditions warrant. Simon Property may repurchase shares in the open market or in privately negotiated transactions. As of December 31, 2007, the
program had remaining availability of approximately $950.7 million. There were no purchases under this program during the fourth quarter of 2007. If Simon Property acquires shares, then we
would repurchase an equal number of our units from Simon Property.

50

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Item 6.    Selected Financial Data

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

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

---

Notes

51

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

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

Overview

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, primarily regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle centers. As of
December 31, 2007, we owned or held an interest in 320 income- producing properties in the United States, which consisted of 168 regional malls, 67 community/lifestyle centers, 38 Premium Outlet
centers, 37 properties acquired in the Mills acquisition, and 10 other shopping centers or outlet centers in 41 states plus Puerto Rico. Of the 37 Mills properties acquired, 17 of these are The Mills,
16 are regional malls, and four are community centers. We also own interests in four parcels of land held in the United States for future development. In the United States, we have four new properties
currently under development aggregating approximately 2.75 million square feet which will open during 2008. Internationally, we have ownership interests in 51 European shopping centers (France,
Italy, and Poland); six Premium Outlet centers in Japan, one Premium Outlet center in Mexico, and one Premium Outlet center in South Korea. Also, through a joint venture arrangement, we have a 32.5%
interest in five shopping centers under construction in China.

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 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 revenues from the following activities:

52

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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 major metropolitan areas that exhibit strong population and economic growth.

We
routinely review and evaluate acquisition opportunities based on their ability to complement our portfolio. Lastly, we are selectively expanding our international presence. 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:

Results Overview

Diluted earnings per unit decreased $0.24 during 2007, or 11.0%, to $1.95 from $2.19 for 2006. The 2007 results include $19.0 million of lease settlements
related to two department store closures, our share of the gain on sale of assets in Poland of $90.6 million, and $39.1 million of interest income attributable to loans made to The Mills
Corporation and its majority-owned subsidiary, The Mills Limited Partnership (collectively "Mills") and SPG-FCM Ventures, LLC ("SPG-FCM"), net of inter-entity
eliminations, and increases in portfolio operations. Also included in 2007 were $28.0 million in losses on sale of discontinued operations (net of limited partners' interest) and a
$35.6 million charge, net-of-tax benefit, related to the impairment of our investment in an Arizona land joint venture investment. Included in the 2006 results is a
$34.4 million gain from the sale of partnership interests in Simon Ivanhoe, S.i.r.l., or Simon
Ivanhoe, one of our European joint ventures, to a new partner, an $86.5 million gain related to our receipt of capital transaction proceeds, and recognition of $15.6 million in income
during 2006 from a property in which we had a beneficial interest, representing the right to receive cash flow, capital distributions, and related profits and losses, and increases in portfolio
operations.

Core
business fundamentals remained strong during 2007. Regional mall comparable sales per square foot ("psf") increased in 2007, by 3.2% to $491 psf from $476 psf in 2006, reflecting
stable retail sales activity. Our regional mall average base rents increased 4.8% to $37.09 psf from $35.38 psf. In addition, our regional mall leasing spreads were $5.64 psf as of December 31, 2007,
compared to $6.48 psf as of December 31, 2006, principally as a result of leasing larger "big box" spaces in 2007, which are generally at a lower rent per square foot as compared to traditional
in-line retail stores. The operating fundamentals of the Premium Outlet centers, The Mills centers, and community/lifestyle centers also contributed to the improved 2007 operating results,
as seen in the section entitled "United States Portfolio Data". Finally, regional mall occupancy was 93.5% as of December 31, 2007, as compared to 93.2% as of December 31, 2006.

During
2007, SPG-FCM, an entity in which we indirectly hold a 50% interest, completed the Mills acquisition, which adds an additional 37 properties and over
42 million square feet of gross leasable area to our portfolio. The properties are generally located in major metropolitan areas and consist of a combination of traditional anchor tenants,
local and national retailers, and a number of larger "big box" tenants. The acquisition required an equity investment of $650.0 million by us, as well as our providing loans to
SPG-FCM and Mills in various amounts throughout 2007 to effect the initial successful tender offer, and to acquire all remaining common and preferred equity, and to pay various costs of
the transaction. We also serve as manager of the properties acquired in this transaction, which is more fully discussed in the "Liquidity and Capital Resources" section.

We
continue to identify additional opportunities in various international markets. We continue to focus on our joint venture interests in Europe, Japan, and other market areas abroad.
In 2005, we realigned the interests in Simon Ivanhoe with the result that our ownership and that of our new partner, Ivanhoe Cambridge, Inc., were increased to 50% each in the first quarter of
2006. In 2007, we increased our presence in Europe and Asia with the opening of Cinisello in Italy, a 376,000 square-foot center, Porta di Roma in Italy, a 1,300,000
square-foot center, Nola-Vulcano Buono in Italy, a 876,000 square-foot center, Yeoju Premium Outlets in South Korea, a 250,000 square-foot center, and
Kobe-Sanda Premium Outlets in Japan, a 194,000 square foot center. We also opened expansions to a Premium

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Outlet
center in Toki, Japan and a shopping center in Wasquehal, France. We expect international development and redevelopment/expansion activity for 2008 to include:

Despite
a 15 basis point increase in the average LIBOR rate for the year as compared to the prior year (5.25% for 2007 versus 5.10% for 2006), our effective overall borrowing rate for
the year ended December 31, 2007 decreased thirty basis points as compared to the year ended December 31, 2006. Our consolidated financing activities for the year ended December 31, 2007 included:

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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. We do not include any
properties located outside of the United States. The following table sets forth these key operating statistics for:

|                                  |  | 2007 |       | %/basis points
Change(1) |          | 2006 |   | %/basis points
Change(1) |  | 2005     |  | %/basis points
Change(1)
|--------------------------------- |  | ---- | ----- | ------------------------ | -------- | ---- | - | ------------------------ |  | -------- |  | ------------------------
|Regional Malls:                   |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Occupancy                         |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Consolidated                      |  |      | 93.9% |                          | +90 bps  |      |   | 93.0%                    |  | -30 bps  |  |                         
|Unconsolidated                    |  |      | 92.7% |                          | -80 bps  |      |   | 93.5%                    |  | +80 bps  |  |                         
|Total Portfolio                   |  |      | 93.5% |                          | +30 bps  |      |   | 93.2%                    |  | +10 bps  |  |                         
|Average Base Rent per Square Foot |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Consolidated                      |  | $    | 36.24 |                          | 4.2%     |      | $ | 34.79                    |  | 2.2%     |  | $                       
|Unconsolidated                    |  | $    | 38.73 |                          | 6.2%     |      | $ | 36.47                    |  | 3.3%     |  | $                       
|Total Portfolio                   |  | $    | 37.09 |                          | 4.8%     |      | $ | 35.38                    |  | 2.6%     |  | $                       
|Comparable Sales per Square Foot  |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Consolidated                      |  | $    | 472   |                          | 2.2%     |      | $ | 462                      |  | 6.2%     |  | $                       
|Unconsolidated                    |  | $    | 530   |                          | 4.9%     |      | $ | 505                      |  | 5.6%     |  | $                       
|Total Portfolio                   |  | $    | 491   |                          | 3.2%     |      | $ | 476                      |  | 5.8%     |  | $                       
|Premium Outlet Centers:           |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Occupancy                         |  |      | 99.7% |                          | +30 bps  |      |   | 99.4%                    |  | -20 bps  |  |                         
|Average Base Rent per Square Foot |  | $    | 25.67 |                          | 5.9%     |      | $ | 24.23                    |  | 4.6%     |  | $                       
|Comparable Sales per Square Foot  |  | $    | 504   |                          | 7.0%     |      | $ | 471                      |  | 6.1%     |  | $                       
|The Mills®:                       |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Occupancy                         |  |      | 94.1% |                          |         |      |   |                         |  |         |  |                         
|Average Base Rent per Square Foot |  | $    | 19.06 |                          |         |      |   |                         |  |         |  |                         
|Comparable Sales per Square Foot  |  | $    | 372   |                          |         |      |   |                         |  |         |  |                         
|Mills Regional Malls:             |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Occupancy                         |  |      | 89.5% |                          |         |      |   |                         |  |         |  |                         
|Average Base Rent per Square Foot |  | $    | 35.63 |                          |         |      |   |                         |  |         |  |                         
|Comparable Sales per Square Foot  |  | $    | 444   |                          |         |      |   |                         |  |         |  |                         
|Community/Lifestyle Centers:      |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Occupancy                         |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Consolidated                      |  |      | 92.9% |                          | +140 bps |      |   | 91.5%                    |  | +200 bps |  |                         
|Unconsolidated                    |  |      | 96.6% |                          | +10 bps  |      |   | 96.5%                    |  | +40 bps  |  |                         
|Total Portfolio                   |  |      | 94.1% |                          | +90 bps  |      |   | 93.2%                    |  | +160 bps |  |                         
|Average Base Rent per Square Foot |  |      |       |                          |          |      |   |                          |  |          |  |                         
|Consolidated                      |  | $    | 12.73 |                          | 7.0%     |      | $ | 11.90                    |  | 1.7%     |  | $                       
|Unconsolidated                    |  | $    | 11.85 |                          | 1.5%     |      | $ | 11.68                    |  | 8.0%     |  | $                       
|Total Portfolio                   |  | $    | 12.43 |                          | 5.2%     |      | $ | 11.82                    |  | 3.6%     |  | $                       

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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, all tenants at The Mills and the Premium Outlet centers, and all tenants at community/lifestyle centers. Our
portfolio has maintained stable occupancy and increased average base rents despite the current economic climate.

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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 key operating statistics are provided for our international properties which we account for using the equity method of accounting.

|                                        |  | 2007    |  | 2006    |  | 2005   
|--------------------------------------- |  | ------- |  | ------- |  | -------
|European Shopping Centers               |  |         |  |         |  |        
|Occupancy                               |  | 98.7%   |  | 97.1%   |  | 98.1%  
|Comparable sales per square foot        |  | €421    |  | €391    |  | €380   
|Average rent per square foot            |  | €29.58  |  | €26.29  |  | €25.72 
|International Premium Outlet Centers(1) |  |         |  |         |  |        
|Occupancy                               |  | 100%    |  | 100%    |  | 100%   
|Comparable sales per square foot        |  | ¥93,169 |  | ¥89,238 |  | ¥84,791
|Average rent per square foot            |  | ¥4,626  |  | ¥4,646  |  | ¥4,512 

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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 and 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 all 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 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, 2007 and 2006 and the years ended December 31, 2006 and 2005, the above transactions are
referred to as the property transactions. In the following discussions of our results of operations, "comparable" refers to properties open and operating throughout both the current and prior year.

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 $35.2 million, or $28.0 million net of limited partners' interest. The loss on sale of these assets has been reported as discontinued operations in the consolidated
statements of operations. The operating results of these properties disposed of during 2007 was not significant to our

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consolidated
results of operations. The following is a list of consolidated property dispositions on the indicated date for which we have reported the operations or results of sale with 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, 2007Biltmore Square

December 28, 2005Eastland Mall (Tulsa, OK)

December 16, 2005Southgate Mall

November 28, 2005Cheltenham Square

November 17, 2005Grove at Lakeland Square

July 1, 2005Riverway (office)

June 1, 2005O'Hare International Center (office)

June 1, 2005


We
sold the following properties in 2006. Due to the limited significance of these properties' operations and result of disposition on our consolidated financial statements, we did not
report these properties as discontinued operations.

Property

Date of DispositionNorthland Plaza

December 22, 2006Trolley Square

August 3, 2006Wabash Village

July 27, 2006


Year Ended December 31, 2007 vs. Year Ended December 31, 2006

Minimum rents increased $133.9 million during the period, of which the property transactions accounted for $87.0 million of the increase. Total
amortization of the fair market value of in-place leases served to decrease minimum rents by $8.8 million due to certain in-place lease adjustments becoming fully
amortized. Comparable rents increased $46.8 million, or 2.3%. This was primarily due to the leasing of space at higher rents that resulted in an increase in minimum rents of
$54.6 million offset by a $9.2 million decrease in comparable property straight-line rents and fair market value of in-place lease amortization. In addition,
rents from carts, kiosks, and other temporary tenants increased comparable rents by $1.4 million.

Overage
rents increased $14.2 million or 14.9%, reflecting increases in tenant sales.

Tenant
reimbursements increased $76.6 million, of which the property transactions accounted for $40.2 million. The remainder of the increase of $36.4 million, or
3.8%, was in comparable properties and was due to inflationary increases in property operating costs and our ongoing initiative of converting our leases to a fixed reimbursement with an annual
escalation provision for common area maintenance costs.

Management
fees and other income increased $31.5 million principally as a result of additional management fees derived from the additional properties being managed from the Mills
acquisition and additional leasing and development fees as a result of incremental property activity.

Total
other income increased $62.5 million, and was principally the result of the following:

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Property
operating expenses increased $13.3 million, or 3.0%, primarily as a result of the property transactions and inflationary increases.

Depreciation
and amortization expense increased $49.4 million and is primarily a result of the property transactions.

Real
estate taxes increased $13.1 million from the prior period, $10.4 million of which is related to the property transactions, and $2.7 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 increased $14.2 million due to increased snow removal costs in 2007 over that of 2006, normal inflationary increases, and the effect of the property
transactions.

Advertising
and promotion increased $5.9 million primarily due to the effect of the property transactions.

Home
and regional office expense increased $7.3 million primarily due to increased personnel costs, primarily the result of the Mills acquisition, and the effect of incentive
compensation plans.

General
and administrative expenses increased $2.9 million due to increased executive salaries, principally as a result of additional share-based payment amortization from the
vesting of recent years restricted stock grants.

Interest
expense increased $124.0 million due principally to the following:

Also
impacting interest expense was the consolidation of Town Center at Cobb, Gwinnett Place, and Mall of Georgia as a result of our acquisition of additional ownership interests, and
the assumption of debt related to the acquisition of Las Americas Premium Outlets.

Income
tax expense of taxable REIT subsidiaries decreased $22.7 million due primarily to a $19.5 million tax benefit recognized related to the impairment charge related to
our write-off of our entire investment in Surprise Grand Vista JV I, LLC, which is developing land located in Phoenix, Arizona, along with a reduction in the taxable income for the
management company as a result of structural changes made to our wholly-owned captive insurance entities.

Income
from unconsolidated entities decreased $72.7 million, due in part to the impact of the Mills transaction (net of eliminations). On a net income basis, our share of income
from SPG-FCM approximates a net loss of $58.7 million for the year due to additional depreciation and amortization expenses on asset basis step-ups in purchase
accounting approximating $102.2 million for the second through fourth quarters of 2007. Also contributing to the decrease is the prior year recognition of $15.6 million in income related
to a beneficial interest that we held in 2006 in a regional mall entity. This beneficial interest was terminated in November 2006.

In
2007, we recognized an impairment of $55.1 million related to our Surprise Grand Vista venture in Phoenix, Arizona. As described above, the charge to earnings resulted in a
$19.5 million tax benefit, resulting in a net charge to earnings, before consideration of the limited partners' interest, of $35.6 million.

We
recorded a $92.0 million net gain on the sales of assets and interests in unconsolidated entities in 2007 primarily as a result of the sale of five assets in Poland by Simon
Ivanhoe. In 2006, we recorded a gain related to the sale of a beneficial interest of $86.5 million, a $34.4 million gain on the sale of a 10.5% interest in Simon Ivanhoe, and the net
gain on the sale of four non-core properties, including one joint venture property, of $12.2 million.

In
2007, the loss on sale of discontinued operations of $28.0 million, net of the limited partners' interest, 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 $28.0 million as a result of the redemption of the Series G preferred units in the fourth quarter of 2007 and the Series F
preferred units in the fourth quarter of 2006.

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Year Ended December 31, 2006 vs. Year Ended December 31, 2005

Minimum rents increased $83.2 million during the period, of which the property transactions accounted for $21.2 million of the increase. Total
amortization of the fair market value of in-place leases increased minimum rents by $5.3 million. Comparable rents increased $61.4 million, or 3.2%. This was primarily due to
leasing space at higher rents, resulting in an increase in base rents of $51.9 million. In addition, rents from carts, kiosks, and other temporary tenants increased comparable rents by
$5.1 million in 2006.

Overage
rents increased $10.2 million or 12.0%, reflecting the increases in tenants' rents, particularly in the Premium Outlet centers.

Tenant
reimbursements increased $49.7 million. The property transactions accounted for $11.8 million. The remainder of the increase of $37.9 million, or 4.2%, was
in comparable properties and was due to inflationary increases in property operating costs.

Management
fees and other revenues increased $4.5 million primarily due to increased leasing and development fees generated through our support activities provided to new joint
venture properties.

Total
other income increased $17.7 million. The aggregate increase in other income included the following significant activity:

Property
operating expenses increased $19.6 million, $18.4 million of which was on comparable properties (representing an increase of 4.4%) and was principally as a result
of inflationary increases.

Home
office and regional costs increased $12.0 million due to increased personnel costs, which is primarily due to the effect of the increase in our stock price on our
stock-based compensation program.

Other
expenses increased $6.6 million primarily due to increases in ground rent expenses of $3.9 million and increased professional fees.

Interest
expense increased $22.8 million due to the impact of increased debt, primarily as a result of the issuances of unsecured notes in May, August, and December of 2006, and
the annualized effect of our unsecured notes issued in June and November of 2005.

Income
from unconsolidated entities increased $29.0 million primarily due to favorable results of operations at the joint venture properties, plus the increase in our ownership
of Simon Ivanhoe and $15.6 million in income related to a beneficial interest we held during 2006 in a regional mall entity.

We
recorded a $132.8 million net gain on the sales of assets and interests in unconsolidated entities in 2006 that included a gain related to the sale of a beneficial interest of
$86.5 million, a $34.4 million gain on the sale of 10.5% interest in Simon Ivanhoe, and the net gain on the sale of four non-core properties, including one joint venture
property, of $12.2 million.

Discontinued
operations for 2005 included the net operating results of properties sold, including the sale of underlying ground adjacent to the Riverway and O'Hare International Center
properties. There were no discontinued operations in 2006.

In
2005, the gain on sale of discontinued operations of $115.8 million, net of the limited partners' interest, principally represents the net gain upon disposition of seven
non-core properties consisting of four regional malls, two office buildings, and one community/lifestyle center.

Preferred
unit distributions requirements increased due to the net impact of the redemption of the Series F preferred units, which resulted in a $7.0 million charge to net income
related to the redemption.

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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 setting interest rates for each financing or refinancing based on current market conditions.
Floating rate debt currently comprises approximately 19% of our total consolidated debt. 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
2007. In addition, our $3.5 billion credit facility provides an alternative source of liquidity as our cash needs vary from time to time.

Our
balance of cash and cash equivalents decreased $427.4 million during 2007 to $502.0 million as of December 31, 2007. December 31, 2007 and 2006 balances
include $41.3 million and $27.2 million, respectively, related to our co-branded gift card programs, which we do not consider available for general working capital purposes.

On
December 31, 2007, our credit facility had available borrowing capacity of approximately $1.1 billion, net of outstanding borrowings of $2.4 billion and letters
of credit of $28.2 million. During 2007, the maximum amount outstanding under our Credit Facility was $2.6 billion and the weighted average amount outstanding was $1.4 billion.
The weighted average interest rate was 5.31% for the year ended December 31, 2007. The credit facility is available through January 11, 2011, including a one-year extension
at our option.

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.



On February 16, 2007, SPG-FCM, a 50/50 joint venture between one of our affiliates and funds owned by Farallon Capital Management, L.L.C.
("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
37 properties that remain at December 31, 2007 was completed through a cash tender offer and a subsequent merger transaction which concluded on April 3, 2007. As of
December 31, 2007, 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 that bear interest 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 the year. As of December 31, 2007, the outstanding balance of our loan to SPG-FCM was
$548.0 million, and the average outstanding balance during the twelve month period ended December 31, 2007 of all loans made to SPG-FCM and Mills was approximately
$993.3 million. During 2007, we recorded approximately $39.1 million in interest income (net of inter-entity eliminations) related to these loans. We also recorded fee income, including
fee income amortization related to up-front fees on loans made to SPG-FCM and Mills, during 2007 of approximately $17.4 million (net of inter-entity eliminations),
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, 2009, with three available one-year extensions, subject to certain terms and conditions. Fees charged on loans made to SPG-FCM and Mills are amortized on a
straight-line basis over the life of the loan.

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 ("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 a 0.211 fractional 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.

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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.

The
acquisition of Mills involved the purchase of all Mills' outstanding shares of common stock and Mills 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, SPG-FCM's share of which 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 preliminary purchase price allocations for the acquisition
of Mills. The valuations were developed with the assistance of a third-party professional appraisal firm. The preliminary allocations will be finalized within one year of the acquisition date in
accordance with applicable accounting standards.



Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $1.9 billion during 2007. We also received
proceeds of $56.4 million from the sale of partnership interests and the sale of assets during 2007. In addition, we received net proceeds from all of our debt financing and repayment
activities in 2007 of $1.4 billion. These activities are further discussed below in "Financing and Debt". We also:

In
general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to
partners necessary to maintain Simon Property's REIT qualification for 2007 and on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital
expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:



Unsecured Notes.We have $875 million of unsecured notes issued by subsidiaries that are
structurally senior in right of payment to holders of other unsecured notes to the extent of the assets and related cash flows of certain properties. These unsecured notes have a weighted average
interest rate of 6.99% and weighted average maturities of 5.0 years.

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Credit Facility.Significant draws on our credit facility during the twelve-month period ended
December 31, 2007 were as follows:

|Draw Date |  | Draw Amount |         | Use of Credit Line Proceeds
|--------- |  | ----------- | ------- | ---------------------------
|02/16/07  |  | $           | 600,000 |                            
|03/29/07  |  |             | 550,000 |                            
|04/17/07  |  |             | 140,000 |                            
|06/28/07  |  |             | 181,000 |                            
|07/31/07  |  |             | 557,000 |                            
|08/23/07  |  |             | 105,000 |                            
|09/20/07  |  |             | 180,000 |                            
|10/22/07  |  |             | 125,000 |                            
|11/01/07  |  |             | 90,000  |                            
|11/15/07  |  |             | 550,000 |                            

Other
amounts drawn on our credit facility during the period were primarily for general working capital purposes. We repaid a total of $2.6 billion on our credit facility during
the year ended December 31, 2007. The total outstanding balance of our credit facility as of December 31, 2007 was $2.4 billion, and the maximum amount outstanding during the year
was approximately $2.6 billion. During the year ended December 31, 2007, the weighted average outstanding balance was approximately $1.4 billion. The amount outstanding as of
December 31, 2007 includes $553.6 million in Euro and Yen-denominated borrowings.

On
October 4, 2007, we exercised the $500 million accordion feature of our credit facility, increasing the revolving borrowing capacity from $3.0 billion to
$3.5 billion. The expanded capacity includes an increase of $125.0 million to $875.0 million in the multi-currency tranche for Euro, Yen and Sterling borrowings.



Total secured indebtedness was $5.3 billion and $4.4 billion at December 31, 2007 and 2006, respectively. During the twelve-month period
ended December 31, 2007, we repaid $191.3 million in mortgage loans, unencumbering four properties.

As
a result of the acquisition of Mills by SPG-FCM, we now hold a majority ownership interest in Gwinnet Place and Town Center at Cobb, and as a result they were
consolidated as of the acquisition date. This included the consolidation of two mortgages secured by Gwinnett Place of $35.6 million and $79.2 million at fixed rates of 7.54% and 7.25%,
respectively and two mortgages secured by Town Center at Cobb of $45.4 million and $60.3 million at fixed rates of 7.54% and 7.25%, respectively. On May 23, 2007, we refinanced
Gwinnett Place and Town Center at Cobb with $115.0 million and $280.0 mortgages at fixed rates of 5.68% and 5.74%, respectively.

We
placed a $200.0 million fixed-rate mortgage on Independence Center, a regional mall, on July 10, 2007, which matures on July 10, 2017, and bears a
rate of 5.94%.

As
a result of the acquisition of Las Americas Premium Outlets on August 23, 2007, we assumed its $180.0 million fixed-rate mortgage that matures
June 11, 2016 and bears a rate of 5.84%.

64

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Our consolidated debt, adjusted to reflect outstanding derivative instruments and the effective weighted average interest rates for the years then ended consisted
of the following (dollars in thousands):

Debt Subject to

Adjusted Balance as of December 31, 2007

Effective Weighted Average Interest Rate

Adjusted Balance as of December 31, 2006

Effective Weighted Average Interest RateFixed Rate

$
14,056,008

5.88%

$
14,548,226

6.02%Variable Rate


3,162,666

4.73%


846,263

5.01%$
17,218,674

5.67%

$
15,394,489

5.97%


As
of December 31, 2007, we had interest rate cap protection agreements on $93.8 million of consolidated variable rate debt. We also hold $370.0 million of notional
amount variable rate swap agreements that have a weighted average variable pay rate of 4.97% and a weighted average fixed receive rate of 3.72%. As of December 31, 2007 and December 31,
2006, these agreements effectively converted $370.0 million of fixed rate debt to variable rate debt. These were terminated in January 2008.

Contractual Obligations and Off-balance Sheet Arrangements:The following table summarizes
the material aspects of our future obligations as of December 31, 2007 (dollars in thousands):

|                                                 |                   | 2008 |           | 2009 to
2010 |   | 2011 to
2013 |           | After 2013 |           | Total    
|------------------------------------------------ | ----------------- | ---- | --------- | ------------ | - | ------------ | --------- | ---------- | --------- | ---------
|Long Term Debt                                   |                   |      |           |              |   |              |           |            |           |          
|Consolidated(1)                                  |                   | $    | 809,667   |              | $ | 3,946,526    |           | $          | 7,186,347 |          
|                                                 |                   |      |           |              |   |              |           |            |           |          
|Pro Rata Share Of Long Term Debt:                |                   |      |           |              |   |              |           |            |           |          
|                                                 | Consolidated(2)   |      | $         | 806,968      |   | $            | 3,917,203 |            | $         | 7,050,818
|                                                 | Joint Ventures(2) |      |           | 555,745      |   |              | 1,300,018 |            |           | 2,021,536
|                                                 |                   |      |           |              |   |              |           |            |           |          
|Total Pro Rata Share Of Long Term Debt           |                   |      | 1,362,713 |              |   | 5,217,221    |           |            | 9,072,354 |          
|Consolidated Capital Expenditure Commitments(3)  |                   |      | 699,110   |              |   | 142,596      |           |            |          |          
|Joint Venture Capital Expenditure Commitments(3) |                   |      | 119,892   |              |   | 13,417       |           |            |          |          
|Consolidated Ground Lease Commitments(4)         |                   |      | 16,839    |              |   | 33,124       |           |            | 49,952    |          
|                                                 |                   |      |           |              |   |              |           |            |           |          
|Total                                            |                   | $    | 2,198,554 |              | $ | 5,406,358    |           | $          | 9,122,306 |          
|                                                 |                   |      |           |              |   |              |           |            |           |          

---

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

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, 2007, we had loan guarantees and other guarantee obligations to support

65

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$132.5 million
and $50.3 million, respectively, to support our total $6.6 billion share of joint venture mortgage and other indebtedness presented in the table above.



During 2007, the holders of 289,090 Series I preferred units exercised their rights to exchange the preferred units for shares of Simon Property's Series I
preferred stock; we redeemed 5,000 units of Series I preferred units for cash; we issued 478,144 units as a result of the conversion of 606,400 6% Convertible Perpetual Preferred Units; and we issued
121,727 units as a result of the conversion of 160,865 Series D preferred units. During the fourth quarter of 2007, we redeemed two series of preferred units held by Simon Property in connection with
the redemption of its 7.89% Series G Cumulative Redeemable 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 and if we determine it is in our best interests to purchase the joint venture interest and we
believe we have adequate liquidity to execute the purchases of the interests without hindering our cash flows or liquidity, then we may elect to buy. Should we decide to sell any of our joint venture
interests, we would expect to use the net proceeds from any such sale to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Acquisitions.The acquisition of high quality individual properties or portfolios of properties remains
an integral component of our growth strategies.

On
November 1, 2007, we acquired an additional 6.5% interest in Montgomery Mall (which gives us a combined ownership interest of 60%). On August 23, 2007, we acquired Las
Americas Premium Outlets, a 560,000 square foot upscale outlet center located at the San Diego  Tijuana border in Southern California. On July 13, 2007, we acquired an
additional 1% interest in Bangor Mall (which gives us a combined ownership interest of 67.4%). On March 29, 2007, as part of the Mills acquisition, we acquired an additional 25% interest in two
regional malls (Town Center at Cobb and Gwinnett Place), and as a result we now consolidate those properties. On March 28, 2007, we acquired a 100% interest in The Maine Outlet, a 112,000
square foot outlet center located in Kittery, Maine. The center is 99% occupied. Finally, on March 1, 2007, we acquired the remaining 40% interest in both University Park Mall and University
Center located in Mishawaka, Indiana, and as a result we now own 100% of these properties. The aggregate purchase price of the consolidated assets acquired during 2007, excluding Town Center and Cobb
and Gwinnett Place which were consolidated as a result of the Mills acquisition, was approximately $394.2 million, including the assumption of our share of debt of the properties acquired.

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 2007, we sold the following wholly-owned properties: Alton Square a regional mall located in Alton, Illinois; Griffith Park Plaza,
a community center located in Griffith, Indiana; University Mall, a regional mall located in Little Rock, Arkansas; Boardman Plaza, a community center located in Youngstown, Ohio; and Lafayette
Square, a regional mall located in Indianapolis, Indiana. Our joint venture partnership, Simon Ivanhoe, sold its interest in five assets located in Poland, of which we held a 50% interest. As part of
the sale, we received a distribution of proceeds from Simon Ivanhoe of $125.4 million, and recorded $90.6 million as our share of the gain.

In
addition to the distribution from Simon Ivanhoe, we received net proceeds of $56.4 million on the U.S. property dispositions. We recorded our share of the net loss on these
dispositions of $35.2 million and presented it in the consolidated statement operations as loss on sale of discontinued operations. We do not believe the sale of these properties will have a
material impact on our future results of operations or cash flows. We believe the disposition of these properties will enhance the average overall quality of our portfolio.

66

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New Developments.The following describes certain of our new development projects, the estimated total
cost, and our share of the estimated total cost and our share of the construction in progress balance as of December 31, 2007 (dollars in millions):

|Property                     |  | Location              |  | Gross Leasable Area |  | Estimated Total Cost(a) |     | Our Share of Estimated Total Cost |   | Our Share of Construction in Progress |  | Estimated
Opening
Date
|---------------------------- |  | --------------------- |  | ------------------- |  | ----------------------- | --- | --------------------------------- | - | ------------------------------------- |  | ----------------------
|Under Construction:          |  |                       |  |                     |  |                         |     |                                   |   |                                       |  |                       
|Hamilton Town Center         |  | Noblesville, IN       |  | 950,000             |  | $                       | 121 |                                   | $ | 60                                    |  | $                     
|Houston Premium Outlets      |  | Houston, TX           |  | 427,000             |  |                         | 96  |                                   |   | 96                                    |  |                       
|Jersey Shore Premium Outlets |  | Tinton Falls, NJ      |  | 435,000             |  |                         | 157 |                                   |   | 157                                   |  |                       
|Pier Park                    |  | Panama City Beach, FL |  | 920,000             |  |                         | 143 |                                   |   | 143                                   |  |                       

---

We
expect to fund these projects with available cash flow from operations, borrowings from our credit facility, or project specific construction loans. We expect our share of total 2008
new development costs for these and our other planned new development projects to be approximately $475 million.

Strategic Expansions and Renovations.In addition to new development, we also incur costs related to
construction for significant renovation and/or expansion projects at our properties. Included in these projects are the renovation and addition of Crate & Barrel and Nordstrom at Burlington
Mall, expansions and life-style additions at Tacoma Mall and University Park Mall, Nordstrom additions at Aventura Mall, Northshore Mall and Ross Park Mall, and addition of Phase II
expansions at Las Vegas Premium Outlets, Orlando Premium Outlets, Philadelphia Premium Outlets, and Rio Grande Valley Premium Outlets.

We
expect to fund these capital projects with available cash flow from operations, borrowings from our credit facility, or project specific loans. We expect to invest a total of
approximately $525 million (our share) on expansion and renovation activities in 2008.



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

2007

2006

2005New Developments

$
432

$
317

$
341Renovations and Expansions


349


307


252Tenant Allowances


106


52


69Operational Capital Expenditures


130


92


64Total

$
1,017

$
768

$
726


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
joint ventures in Japan and Mexico where we use Yen and Peso denominated financing, respectively. We expect our share of international development for 2008 to approximate $200 million.

Currently,
our net income exposure to changes in the volatility of the Euro, Yen, Peso and other foreign currencies is not material. In addition, since cash flows from international
operations are currently being reinvested in other development projects, we do not expect to repatriate foreign denominated earnings in the near term.

67

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The
carrying amount of our total combined investment in Simon Ivanhoe and Gallerie Commerciali Italia ("GCI"), as of December 31, 2007, net of the related cumulative translation
adjustment, was $289.5 million. Our investments in Simon Ivanhoe and GCI are accounted for using the equity method of accounting. Currently three European developments are under construction
which will add approximately 1.2 million square feet of GLA for a total net cost of approximately €272 million, of which our share is approximately
€78 million, or $115 million based on current Euro:USD exchange rates.

On
October 20, 2005, Ivanhoe Cambridge, Inc. ("Ivanhoe"), an affiliate of Caisse de dépôt et placement du Québec, effectively
acquired our former partner's 39.5% ownership interest in Simon Ivanhoe. On February 13, 2006, we sold a 10.5% interest in this joint venture to Ivanhoe for
€45.2 million, or $53.9 million and recorded a gain on the disposition of $34.4 million. This gain is reported in "gain on sales of interests in unconsolidated
entities" in the 2006 consolidated statements of operations. We then settled all remaining share purchase commitments from the company's founders, including the early settlement of some commitments by
purchasing an additional 25.8% interest for €55.1 million, or $65.5 million. As a result of these transactions, we and Ivanhoe each own a 50% interest in Simon Ivanhoe at
December 31, 2006 and 2007.

As
of December 31, 2007, the carrying amount of our 40% joint venture investment in the six Japanese Premium Outlet centers net of the related cumulative translation adjustment
was $273.0 million. Currently, Sendai-Izumi Premium Outlets, a 172,000 square foot Premium Outlet Center, is under construction in Sendai, Japan. The project's total projected net cost is JPY
5.4 billion, of which our share is approximately JPY 2.1 billion, or $19.1 million based on current Yen:USD exchange rates.

During
2006, we finalized the formation of joint venture arrangements to develop and operate shopping centers in China. The shopping centers will be anchored by Wal-Mart
stores and we own a 32.5% interest in the joint venture entities, and a 32.5% ownership in the management operation overseeing these projects, collectively referred to as Great Mall
Investments, Ltd. ("GMI"). We are planning on initially developing five centers in China, all of which are under construction as of December 31, 2007. Our total equity commitment for
these centers approximates $60 million and as of December 31, 2007, our combined investment in GMI is approximately $32.1 million.

Distributions and Stock Repurchase Program

On February 1, 2008, Simon Property's Board of Directors approved a 7.1% increase in its annual dividend rate to $3.60 per share. The distribution rate on
our units is equal to the dividend rate on Simon Property's common stock. Distributions during 2007 aggregated $3.36 per unit and distributions during 2006 aggregated $3.04 per unit. We must pay a
minimum amount of distributions to maintain Simon Property's status as a REIT. Our distributions typically exceed our net income generated in any given year primarily because of depreciation, which is
a "non-cash" expense. 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.

On
July 26, 2007, Simon Property's Board of Directors authorized a stock repurchase program under which Simon Property may purchase up to $1.0 billion of its common stock
over the next twenty-four months as market conditions warrant. Simon Property may repurchase the shares in the open market or in privately negotiated transactions. During 2007,
Simon Property repurchased 572,000 shares at an average price of $86.11 per share as part of this program. The program had remaining availability of approximately $950.7 million at
December 31, 2007. As Simon Property repurchases shares under this program, we repurchase an equal number of our units from Simon Property.

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: 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,

68

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international,
national, regional and local economic climates, 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, costs of common area maintenance, competitive market forces, risks related to international
activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions 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 Simon Property's 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, 2007.

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 2007 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 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.

69

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We
assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. 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, 2007, 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.

70

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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, L.P.:

We
have audited Simon Property Group, L.P. and Subsidiaries' internal control over financial reporting as of December 31, 2007 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, 2007,
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, 2007 and 2006, and the related consolidated statements of operations and comprehensive income, partners' equity and cash flows for each of the
three years in the period ended December 31, 2007 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, 2008 expressed an unqualified opinion thereon.

|                                     |  | /s/ERNST & YOUNG LLP
|------------------------------------ |  | --------------------
|Indianapolis, Indiana
March 12, 2008 |  |                     

Item 9B.    Other Information

None.

71

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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, 2007 and 2006, respectively:

|                       |  | 2007 |           | 2006
|---------------------- |  | ---- | --------- | ----
|Audit Fees (1)         |  | $    | 2,981,600 |     
|Audit-Related Fees (2) |  |      | 8,085,232 |     
|Tax Fees (3)           |  |      | 1,440,800 |     
|All Other Fees         |  |      |          |     

---

72

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73

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Part IV

Item 15.    Exhibits and Financial Statement Schedules

|    |                                                                                                  |  | Page No.
|--- | ------------------------------------------------------------------------------------------------ |  | --------
|(1) | Financial Statements                                                                             |  |         
|    | Report of Independent Registered Public Accounting Firm                                          |  | 75      
|    | Consolidated Balance Sheets as of December 31, 2007 and 2006                                     |  | 76      
|    | Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005       |  | 77      
|    | Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005       |  | 78      
|    | Consolidated Statements of Partners' Equity for the years ended December 31, 2007, 2006 and 2005 |  | 79      
|    | Notes to Financial Statements                                                                    |  | 80      
|(2) | Financial Statement Schedule                                                                     |  |         
|    | Simon Property Group, L.P. Schedule IIISchedule of Real Estate and Accumulated Depreciation     |  | 115     
|    | Notes to Schedule III                                                                            |  | 122     
|(3) | Exhibits                                                                                         |  |         
|    | The Exhibit Index attached hereto is hereby incorporated by reference to this Item               |  | 123     

74

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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, 2007 and 2006, and the related consolidated
statements of operations and comprehensive income, partners' equity and cash flows for each of the three years in the period ended December 31, 2007. Our audit also included the financial statement
schedule listed in the Index at Item 15. These financial statements are the responsibility of the Company'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, 2007 and 2006, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with
U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the base 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, 2007, 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, 2008, expressed an unqualified opinion thereon.

|                                     |  | /s/ERNST & YOUNG LLP
|------------------------------------ |  | --------------------
|Indianapolis, Indiana
March 12, 2008 |  |                     

75

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

|                                                                                                                            |                                                                                                                                      | December 31,
2007                      |            | December 31,
2006
|--------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------- | ---------- | -----------------
|ASSETS:                                                                                                                     |                                                                                                                                      |                                        |            |                  
|                                                                                                                            | Investment properties, at cost                                                                                                       |                                        | $          | 24,415,025       
|                                                                                                                            |                                                                                                                                      | Less  accumulated depreciation        |            |                  
|                                                                                                                            |                                                                                                                                      |                                        |            |                  
|                                                                                                                            |                                                                                                                                      |                                        | 19,102,930 |                  
|                                                                                                                            | Cash and cash equivalents                                                                                                            |                                        |            | 501,982          
|                                                                                                                            | Tenant receivables and accrued revenue, net                                                                                          |                                        |            | 447,224          
|                                                                                                                            | Investment in unconsolidated entities, at equity                                                                                     |                                        |            | 1,886,891        
|                                                                                                                            | Deferred costs and other assets                                                                                                      |                                        |            | 1,118,635        
|                                                                                                                            | Note receivable from related party                                                                                                   |                                        |            | 548,000          
|                                                                                                                            |                                                                                                                                      |                                        |            |                  
|                                                                                                                            |                                                                                                                                      | Total assets                           |            | $                
|                                                                                                                            |                                                                                                                                      |                                        |            |                  
|LIABILITIES:                                                                                                                |                                                                                                                                      |                                        |            |                  
|                                                                                                                            | Mortgages and other indebtedness                                                                                                     |                                        | $          | 17,218,674       
|                                                                                                                            | Accounts payable, accrued expenses, intangibles, and deferred revenue                                                                |                                        |            | 1,251,044        
|                                                                                                                            | Cash distributions and losses in partnerships and joint ventures, at equity                                                          |                                        |            | 352,798          
|                                                                                                                            | Other liabilities, minority interest, and accrued distributions                                                                      |                                        |            | 180,644          
|                                                                                                                            |                                                                                                                                      |                                        |            |                  
|                                                                                                                            |                                                                                                                                      | Total liabilities                      |            |                  
|                                                                                                                            |                                                                                                                                      |                                        |            |                  
|COMMITMENTS AND CONTINGENCIES                                                                                               |                                                                                                                                      |                                        |            |                  
|7.75%/8.00% Cumulative Redeemable Preferred Units, 850,698 units issued and outstanding, respectively, at liquidation value |                                                                                                                                      |                                        | 85,070     |                  
|PARTNERS' EQUITY:                                                                                                           |                                                                                                                                      |                                        |            |                  
|                                                                                                                            | Preferred units, 19,611,057 and 23,456,495 units outstanding, respectively. Liquidation values $962,737 and $1,151,325, respectively |                                        |            | 969,251          
|                                                                                                                            | General Partner, 223,034,282 and 221,431,071 units outstanding, respectively                                                         |                                        |            | 2,816,775        
|                                                                                                                            | Limited Partners, 57,913,250 and 59,113,438 units outstanding, respectively                                                          |                                        |            | 731,406          
|                                                                                                                            |                                                                                                                                      |                                        |            |                  
|                                                                                                                            |                                                                                                                                      | Total partners' equity                 |            |                  
|                                                                                                                            |                                                                                                                                      |                                        |            |                  
|                                                                                                                            |                                                                                                                                      | Total liabilities and partners' equity |            | $                
|                                                                                                                            |                                                                                                                                      |                                        |            |                  

The accompanying notes are an integral part of these statements.

76

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

|                                                                             |                                                                                                                                   | For the Year Ended December 31,   |          
|---------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ---------
|
|REVENUE:                                                                     |                                                                                                                                   |                                   |          
|                                                                             | Minimum rent                                                                                                                      |                                   | $        
|                                                                             | Overage rent                                                                                                                      |                                   |          
|                                                                             | Tenant reimbursements                                                                                                             |                                   |          
|                                                                             | Management fees and other revenues                                                                                                |                                   |          
|                                                                             | Other income                                                                                                                      |                                   |          
|                                                                             |                                                                                                                                   |                                   |          
|                                                                             |                                                                                                                                   | Total revenue                     |          
|                                                                             |                                                                                                                                   |                                   |          
|EXPENSES:                                                                    |                                                                                                                                   |                                   |          
|                                                                             | Property operating                                                                                                                |                                   |          
|                                                                             | Depreciation and amortization                                                                                                     |                                   |          
|                                                                             | Real estate taxes                                                                                                                 |                                   |          
|                                                                             | Repairs and maintenance                                                                                                           |                                   |          
|                                                                             | Advertising and promotion                                                                                                         |                                   |          
|                                                                             | Provision for credit losses                                                                                                       |                                   |          
|                                                                             | Home and regional office costs                                                                                                    |                                   |          
|                                                                             | General and administrative                                                                                                        |                                   |          
|                                                                             | Other                                                                                                                             |                                   |          
|                                                                             |                                                                                                                                   |                                   |          
|                                                                             |                                                                                                                                   | Total operating expenses          |          
|                                                                             |                                                                                                                                   |                                   |          
|OPERATING INCOME                                                             |                                                                                                                                   |                                   | 1,535,065
|Interest expense                                                             |                                                                                                                                   |                                   | (945,852 
|Minority interest in income of consolidated entities                         |                                                                                                                                   |                                   | (13,936  
|Income tax benefit (expense) of taxable REIT subsidiaries                    |                                                                                                                                   |                                   | 11,322   
|Income from unconsolidated entities                                          |                                                                                                                                   |                                   | 38,120   
|Impairment charge                                                            |                                                                                                                                   |                                   | (55,061  
|Gain (loss) on sales of assets and interests in unconsolidated entities, net |                                                                                                                                   |                                   | 92,044   
|                                                                             |                                                                                                                                   |                                   |          
|                                                                             |                                                                                                                                   | Income from continuing operations |          
|Results of operations from discontinued operations                           |                                                                                                                                   |                                   | (117     
|Gain on disposal or sale of discontinued operations, net                     |                                                                                                                                   |                                   | (35,252  
|                                                                             |                                                                                                                                   |                                   |          
|NET INCOME                                                                   |                                                                                                                                   |                                   | 626,333  
|Preferred unit requirement                                                   |                                                                                                                                   |                                   | (76,655  
|                                                                             |                                                                                                                                   |                                   |          
|NET INCOME AVAILABLE TO UNITHOLDERS                                          |                                                                                                                                   | $                                 | 549,678  
|                                                                             |                                                                                                                                   |                                   |          
|NET INCOME AVAILABLE TO UNITHOLDERS                                          |                                                                                                                                   |                                   |          
|                                                                             | ATTRIBUTABLE TO:                                                                                                                  |                                   |          
|                                                                             |                                                                                                                                   | General Partner                   |          
|                                                                             |                                                                                                                                   | Limited Partners                  |          
|                                                                             |                                                                                                                                   |                                   |          
|                                                                             |                                                                                                                                   | Net income                        |          
|                                                                             |                                                                                                                                   |                                   |          
|BASIC EARNINGS PER UNIT                                                      |                                                                                                                                   |                                   |          
|                                                                             |                                                                                                                                   | Income from continuing operations |          
|                                                                             |                                                                                                                                   | Discontinued operations           |          
|                                                                             |                                                                                                                                   |                                   |          
|                                                                             |                                                                                                                                   | Net Income                        |          
|                                                                             |                                                                                                                                   |                                   |          
|DILUTED EARNINGS PER UNIT                                                    |                                                                                                                                   |                                   |          
|                                                                             |                                                                                                                                   | Income from continuing operations |          
|                                                                             |                                                                                                                                   | Discontinued operations           |          
|                                                                             |                                                                                                                                   |                                   |          
|                                                                             |                                                                                                                                   | Net Income                        |          
|                                                                             |                                                                                                                                   |                                   |          
|                                                                             | Net income                                                                                                                        |                                   | $        
|                                                                             | Unrealized (loss) gain on interest rate hedges                                                                                    |                                   |          
|                                                                             | Net income (loss) on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense |                                   |          
|                                                                             | Currency translation adjustments                                                                                                  |                                   |          
|                                                                             | Other income (loss)                                                                                                               |                                   |          
|                                                                             |                                                                                                                                   |                                   |          
|                                                                             | Comprehensive Income                                                                                                              |                                   | $        
|                                                                             |                                                                                                                                   |                                   |          

The accompanying notes are an integral part of these statements.

77

---



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

|                                                 |            | For the Year Ended December 31,                                                          |                                                                                         
|------------------------------------------------ | ---------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:            |            |                                                                                          |                                                                                         
|                                                 | Net income |                                                                                          | $                                                                                       
|                                                 |            | Adjustments to reconcile net income to net cash provided by operating activities        |                                                                                         
|                                                 |            |                                                                                          | Depreciation and amortization                                                           
|                                                 |            |                                                                                          | (Gain) loss on sales of assets and interests in unconsolidated entities                 
|                                                 |            |                                                                                          | Impairment charge                                                                       
|                                                 |            |                                                                                          | (Gain) loss on disposal or sale of discontinued operations, net                         
|                                                 |            |                                                                                          | Straight-line rent                                                                      
|                                                 |            |                                                                                          | Minority interest                                                                       
|                                                 |            |                                                                                          | Minority interest distributions                                                         
|                                                 |            |                                                                                          | Equity in income of unconsolidated entities                                             
|                                                 |            |                                                                                          | Distributions of income from unconsolidated entities                                    
|                                                 |            | Changes in assets and liabilities                                                       |                                                                                         
|                                                 |            |                                                                                          | Tenant receivables and accrued revenue, net                                             
|                                                 |            |                                                                                          | Deferred costs and other assets                                                         
|                                                 |            |                                                                                          | Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities
|                                                 |            |                                                                                          |                                                                                         
|                                                 |            |                                                                                          |                                                                                         
|                                                 |            |                                                                                          |                                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:            |            |                                                                                          |                                                                                         
|                                                 |            | Acquisitions                                                                             |                                                                                         
|                                                 |            | Funding of loans to related parties                                                      |                                                                                         
|                                                 |            | Repayments of loans from related parties                                                 |                                                                                         
|                                                 |            | Capital expenditures, net                                                                |                                                                                         
|                                                 |            | Cash impact from the consolidation and de-consolidation of properties                    |                                                                                         
|                                                 |            | Net proceeds from sale of partnership interest, other assets and discontinued operations |                                                                                         
|                                                 |            | Investments in unconsolidated entities                                                   |                                                                                         
|                                                 |            | Distributions of capital from unconsolidated entities and other                          |                                                                                         
|                                                 |            |                                                                                          |                                                                                         
|                                                 |            |                                                                                          |                                                                                         
|                                                 |            |                                                                                          |                                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:            |            |                                                                                          |                                                                                         
|                                                 |            | Partnership contributions and issuance of units                                          |                                                                                         
|                                                 |            | Purchase of preferred units and partnership units                                        |                                                                                         
|                                                 |            | Preferred unit redemptions                                                               |                                                                                         
|                                                 |            | Minority interest contributions                                                          |                                                                                         
|                                                 |            | Partnership distributions                                                                |                                                                                         
|                                                 |            | Mortgage and other indebtedness proceeds, net of transaction costs                       |                                                                                         
|                                                 |            | Mortgage and other indebtedness principal payments                                       |                                                                                         
|                                                 |            |                                                                                          |                                                                                         
|                                                 |            |                                                                                          |                                                                                         
|                                                 |            |                                                                                          |                                                                                         
|(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |            |                                                                                          | (427,378                                                                                
|CASH AND CASH EQUIVALENTS, beginning of year     |            |                                                                                          | 929,360                                                                                 
|                                                 |            |                                                                                          |                                                                                         
|CASH AND CASH EQUIVALENTS, end of year           |            | $                                                                                        | 501,982                                                                                 
|                                                 |            |                                                                                          |                                                                                         

The accompanying notes are an integral part of these statements.

78

---





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

|                                                                                                     |                                                                                                | Preferred
Units |           | Simon Property
(Managing General
Partner) |   | Limited
Partners |        | Note Receivable
from Simon
Property |          | Total Partners'
Equity |  
|---------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | --------------- | --------- | ----------------------------------------- | - | ---------------- | ------ | ----------------------------------- | -------- | ---------------------- | -
|Balance at December 31, 2004                                                                         |                                                                                                | $               | 1,393,269 |                                           | $ | 3,495,089        |        | $                                   | 980,316  |                        | $
|                                                                                                     |                                                                                                |                 |           |                                           |   |                  |        |                                     |          |                        |  
|General partner contributions (206,464 units)                                                        |                                                                                                |                 |           |                                           |   | 6,184            |        |                                     |          |                        |  
|Series J Preferred Stock Premium and Amortization                                                    |                                                                                                |                 | 7,171     |                                           |   |                  |        |                                     |          |                        |  
|Accretion of preferred units                                                                         |                                                                                                |                 | 306       |                                           |   |                  |        |                                     |          |                        |  
|Series C Preferred units (118,679 units) converted to limited partner common units (89,805 units)    |                                                                                                |                 | (3,324    | )                                         |   |                  |        |                                     | 3,324    |                        |  
|Series D Preferred units redeemed (19,287 units)                                                     |                                                                                                |                 | (578      | )                                         |   |                  |        |                                     |          |                        |  
|Series I Preferred units redeemed (3,300 units)                                                      |                                                                                                |                 | (165      | )                                         |   |                  |        |                                     |          |                        |  
|Limited partner units converted to common units (2,282,808 units)                                    |                                                                                                |                 |           |                                           |   | 37,381           |        |                                     | (37,381  | )                      |  
|Treasury Unit Purchase (2,815,400 units)                                                             |                                                                                                |                 |           |                                           |   | (182,408         | )      |                                     |          |                        |  
|Stock incentive program (400,541 units, net)                                                         |                                                                                                |                 |           |                                           |   |                 |        |                                     |          |                        |  
|Amortization of stock incentive                                                                      |                                                                                                |                 |           |                                           |   | 14,320           |        |                                     |          |                        |  
|Merger of SPG Realty Consultants LP into SPG LP                                                      |                                                                                                |                 |           |                                           |   | 15,231           |        |                                     | 4,245    |                        |  
|Common Units Retired (18,000)                                                                        |                                                                                                |                 |           |                                           |   | (1,107           | )      |                                     |          |                        |  
|Other (includes 160,992 limited partner units converted to cash)                                     |                                                                                                |                 |           |                                           |   | 505              |        |                                     | (11,267  | )                      |  
|                                                                                                     | Adjustment to limited partners' interest from increased ownership in the Operating Partnership |                 |           |                                           |   |                  | 24,603 |                                     |          | (24,603                | )
|Assignment of economic interest in Ocean County (1,602,821 units)                                    |                                                                                                |                 |           |                                           |   | 39,289           |        |                                     | 10,953   |                        |  
|Distributions                                                                                        |                                                                                                |                 | (101,934  | )                                         |   | (617,136         | )      |                                     | (166,670 | )                      |  
|Net income                                                                                           |                                                                                                |                 | 101,934   |                                           |   | 401,895          |        |                                     | 108,686  |                        |  
|Other comprehensive income                                                                           |                                                                                                |                 |           |                                           |   | (6,572           | )      |                                     | (2,038   | )                      |  
|                                                                                                     |                                                                                                |                 |           |                                           |   |                  |        |                                     |          |                        |  
|Balance at December 31, 2005                                                                         |                                                                                                | $               | 1,396,679 |                                           | $ | 3,227,274        |        | $                                   | 865,565  |                        |  
|                                                                                                     |                                                                                                |                 |           |                                           |   |                  |        |                                     |          |                        |  
|General partner contributions (414,659 units)                                                        |                                                                                                |                 |           |                                           |   | 14,906           |        |                                     |          |                        |  
|Series J Preferred Stock Premium and Amortization                                                    |                                                                                                |                 | (329      | )                                         |   |                  |        |                                     |          |                        |  
|Accretion of preferred units                                                                         |                                                                                                |                 | 587       |                                           |   |                  |        |                                     |          |                        |  
|Series C Preferred units (1,149,077 units) converted to limited partner common units (869,552 units) |                                                                                                |                 | (32,174   | )                                         |   |                  |        |                                     | 32,174   |                        |  
|Series I Preferred units redeemed (11,377 units)                                                     |                                                                                                |                 | (569      | )                                         |   |                  |        |                                     |          |                        |  
|Series I Preferred units (283,907 units) converted to common units (222,933 units)                   |                                                                                                |                 | (14,195   | )                                         |   | 14,195           |        |                                     |          |                        |  
|Limited partner units converted to common units (86,800 units)                                       |                                                                                                |                 |           |                                           |   | 1,247            |        |                                     | (1,247   | )                      |  
|Series F Preferred Stock redemption (8,000,000 units)                                                |                                                                                                |                 | (192,989  | )                                         |   |                  |        |                                     |          |                        |  
|Series K Preferred Stock issuance (8,000,000 units)                                                  |                                                                                                |                 | 200,000   |                                           |   |                  |        |                                     |          |                        |  
|Series K Preferred Stock redemption (8,000,000 units)                                                |                                                                                                |                 | (200,000  | )                                         |   |                  |        |                                     |          |                        |  
|Stock incentive program (415,098 units, net)                                                         |                                                                                                |                 |           |                                           |   |                 |        |                                     |          |                        |  
|Amortization of stock incentive                                                                      |                                                                                                |                 |           |                                           |   | 23,369           |        |                                     |          |                        |  
|Common Units Retired (70,000)                                                                        |                                                                                                |                 |           |                                           |   | (6,405           | )      |                                     |          |                        |  
|Other (includes 191,938 limited partner units converted to cash)                                     |                                                                                                |                 |           |                                           |   | 608              |        |                                     | (16,145  | )                      |  
|                                                                                                     | Adjustment to limited partners' interest from increased ownership in the Operating Partnership |                 |           |                                           |   |                  | (3,951 | )                                   |          | 3,951                  |  
|Distributions                                                                                        |                                                                                                |                 | (104,674  | )                                         |   | (671,812         | )      |                                     | (177,673 | )                      |  
|Net income                                                                                           |                                                                                                |                 | 104,674   |                                           |   | 486,145          |        |                                     | 128,766  |                        |  
|Other comprehensive income                                                                           |                                                                                                |                 |           |                                           |   | 9,446            |        |                                     | 2,445    |                        |  
|                                                                                                     |                                                                                                |                 |           |                                           |   |                  |        |                                     |          |                        |  
|Balance at December 31, 2006                                                                         |                                                                                                | $               | 1,157,010 |                                           | $ | 3,095,022        |        | $                                   | 837,836  |                        |  
|                                                                                                     |                                                                                                |                 |           |                                           |   |                  |        |                                     |          |                        |  
|General partner contributions (231,025 units)                                                        |                                                                                                |                 |           |                                           |   | 7,604            |        |                                     |          |                        |  
|Series J Preferred Stock Premium and Amortization                                                    |                                                                                                |                 | (328      | )                                         |   |                  |        |                                     |          |                        |  
|Accretion of preferred units                                                                         |                                                                                                |                 | 1,157     |                                           |   |                  |        |                                     |          |                        |  
|Issuance of 147,241 limited partner common units for the purchase of Maine Premium Outlets           |                                                                                                |                 |           |                                           |   |                  |        |                                     | 16,362   |                        |  
|Issuance of 67,309 limited partner common units to the Mills Limited Partners                        |                                                                                                |                 |           |                                           |   |                  |        |                                     | 8,055    |                        |  
|Series C Preferred units (160,865 units) converted to limited partner common units (121,727 units)   |                                                                                                |                 | (4,504    | )                                         |   |                  |        |                                     | 4,504    |                        |  
|Series D Preferred units redeemed (7,266 units)                                                      |                                                                                                |                 | (218      | )                                         |   |                  |        |                                     |          |                        |  
|Series I Preferred units redeemed (5,000 units)                                                      |                                                                                                |                 | (250      | )                                         |   |                  |        |                                     |          |                        |  
|Series I Preferred units (65,907 units) converted to common units (51,987 units)                     |                                                                                                |                 | (3,296    | )                                         |   | 3,296            |        |                                     |          |                        |  
|Series I Preferred units (606,400 units) converted to limited partner common units (478,144 units)   |                                                                                                |                 | (30,320   | )                                         |   |                  |        |                                     | 30,320   |                        |  
|Limited 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  | )                                         |   |                  |        |                                     |          |                        |  
|Series L Preferred Stock issuance (6,000,000 units)                                                  |                                                                                                |                 | 150,000   |                                           |   |                  |        |                                     |          |                        |  
|Series L Preferred Stock redemption (6,000,000 units)                                                |                                                                                                |                 | (150,000  | )                                         |   |                  |        |                                     |          |                        |  
|Treasury Unit Purchase (572,000 units)                                                               |                                                                                                |                 |           |                                           |   | (49,269          | )      |                                     |          |                        |  
|Stock incentive program (222,725 units, net)                                                         |                                                                                                |                 |           |                                           |   |                 |        |                                     |          |                        |  
|Amortization of stock incentive                                                                      |                                                                                                |                 |           |                                           |   | 26,779           |        |                                     |          |                        |  
|Common Units Retired (23,000)                                                                        |                                                                                                |                 |           |                                           |   | (2,291           | )      |                                     |          |                        |  
|Other (includes 322,135 limited partner units converted to cash)                                     |                                                                                                |                 |           |                                           |   | 571              |        |                                     | (34,726  | )                      |  
|                                                                                                     | Adjustment to limited partners' interest from increased ownership in the Operating Partnership |                 |           |                                           |   |                  | 26,466 |                                     |          | (26,466                | )
|Distributions                                                                                        |                                                                                                |                 | (76,655   | )                                         |   | (749,196         | )      |                                     | (194,823 | )                      |  
|Net income                                                                                           |                                                                                                |                 | 76,655    |                                           |   | 436,164          |        |                                     | 113,514  |                        |  
|Other comprehensive income                                                                           |                                                                                                |                 |           |                                           |   | (1,152           | )      |                                     | (389     | )                      |  
|                                                                                                     |                                                                                                |                 |           |                                           |   |                  |        |                                     |          |                        |  
|Balance at December 31, 2007                                                                         |                                                                                                | $               | 969,251   |                                           | $ | 2,816,775        |        | $                                   | 731,406  |                        |  
|                                                                                                     |                                                                                                |                 |           |                                           |   |                  |        |                                     |          |                        |  

The accompanying notes are an integral part of these statements.

79

---





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, which consist primarily of regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle centers.
As of December 31, 2007, we owned or held an interest in 320 income-producing properties in the United States, which consisted of 168 regional malls, 67 community/lifestyle centers, 38 Premium
Outlet centers, 37 properties acquired in the Mills acquisition, and 10 other shopping centers or outlet centers in 41 states and Puerto Rico. Of the 37 Mills properties acquired, 17 of these are The
Mills, 16 are regional malls, and four are community centers. We also own interests in four parcels of land held in the United States for future development. Internationally, we have ownership
interests in 51 European shopping centers (France, Italy, and Poland); six Premium Outlet centers in Japan; one Premium Outlet center in Mexico, and one Premium Outlet center in South Korea. Also,
through a joint venture arrangement we have ownership interests in five shopping centers under construction in China.

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

We
also grow by generating supplemental revenues 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:

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

The
deficit minority interest balances included in deferred costs and other assets in the accompanying consolidated balance sheets represent outside partners' interests in the net
equity of certain properties. We record

80

---



deficit
minority interests when a joint venture agreement provides for the settlement of deficit capital accounts before distributing the proceeds from the sale of joint venture assets or the joint
venture partner is obligated to make additional contributions to the extent of any capital account deficits and has the ability to fund such additional contributions.

Investments
in partnerships and joint ventures represent 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.

As
of December 31, 2007, we consolidated 198 wholly-owned properties and consolidated 19 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 162 properties using the equity method of accounting (joint venture properties). We manage the day-to-day
operations of 93 of the 162 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. Additionally, we account for our investment in SPG-FCM Ventures, LLC ("SPG-FCM"), which acquired The Mills Corporation and its majority-owned
subsidiary, The Mills Limited Partnership (collectively "Mills") in April 2007, using the equity method of accounting. We have determined that SPG-FCM is not a variable interest entity
(VIE) and that Farallon Capital Management, L.L.C. ("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 31,2007

2006

2005Weighted average ownership interest

79.4
%
79.1
%
78.7
%


As
of December 31, 2007 and 2006, Simon Property's ownership interest was 79.4% and 78.9%, respectively. We adjust the limited partners' interest at the end of each period to
reflect their ownership interest.

Preferred
distributions in the accompanying statements of operations and cash flows represent distributions on outstanding preferred units of limited partnership interest.

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 related to construction. We capitalize improvements and replacements from repair and
maintenance when the repair and maintenance extend the useful life, increase capacity, or improve the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We
capitalize

81

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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 31,2007

2006

2005Capitalized interest

$
35,793

$
30,115

$
14,433


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 record depreciation on 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 recognize
an 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 may decide to sell properties that are held for use and the sale
prices of these properties may differ from their carrying values.

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 asset retirement obligation.



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

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.

82

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SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144") provides a framework for the evaluation of impairment
of long-lived assets, the treatment of assets held for sale or to be otherwise disposed of, and the reporting of discontinued operations. SFAS No. 144 requires us to reclassify any
material operations related to consolidated properties sold during the period to discontinued operations. We have reclassified the results of operations of the seven regional malls,
community/lifestyle centers, and office building properties disposed during 2005, as described in Note 4 to discontinued operations in the accompanying consolidated statements of operations and
comprehensive income for 2005. Revenues included in discontinued operations were $29.3 million for the year ended December 31, 2005. There were no discontinued operations reported in
2006 as assets sold were not material to our consolidated
financial statements. During 2007, we reported the loss upon sale on our 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.



We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at
cost, which approximates market value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements, and money markets. During 2005, independent
banks assumed responsibility for the gift card programs. 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, 2007 and 2006, includes a balance of $41.3 million and $27.2 million, respectively, related to these gift card programs which we do not consider
available for general working capital purposes. See Notes 4, 8, and 10 for disclosures about non-cash investing and financing transactions.



Marketable securities consist primarily of the assets of our insurance subsidiaries and are included in deferred costs and other assets. The types of securities
typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from 1 to 10 years. These securities are classified as
available-for-sale and are valued based upon quoted market prices or using discounted cash flows when quoted market prices are not available. The amortized cost of debt
securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive
income until the gain or loss is realized and recorded in other income. However, if we determine a decline in value is other than temporary, then we recognize the unrealized loss in income to write
down the investments to their net realizable value. Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore,
our access to their securities may be limited.



In January 2006, an entity controlled by the Simon family assigned to us its right to receive cash flow, capital distributions, and related profits and losses
with respect to a portion of its ownership interest in the Mall of America through Mall of America Associates ("MOAA"). This beneficial interest was transferred subject to a credit facility repayable
from MOAA's distributions from the property. As a result of this assignment, we began recognizing our share of MOAA's income during the first quarter of 2006, including the proportionate share of
earnings of MOAA since August 2004 through the first quarter of 2006 of $10.2 million. This income is included with "income from unconsolidated entities" in our consolidated statement of
operations. We accounted for our beneficial interests in MOAA under the equity method of accounting. On November 2, 2006, the Simon family entity sold its partnership

83

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interest
to an affiliate of another partner in MOAA and settled all pending litigation, terminating our beneficial interests. As a result of this sale, we ceased recording income from this property's
operations, and recorded a gain of approximately $86.5 million as a result of the receipt of $102.2 million of capital transaction proceeds assigned to us from this arrangement which is
included in "gain (loss) on sale of assets and interests in unconsolidated entities, net" in the consolidated statements of operations and comprehensive income.



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



The Financial Accounting Standards Board (the "FASB") Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("Statement 131")
requires disclosure of certain operating and financial data with respect to separate business activities within an enterprise. 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:

2007

2006Deferred financing and lease costs, net

$
221,433

$
204,645In-place lease intangibles, net


66,426


93,563Acquired above market lease intangibles, net


49,741


70,623Marketable securities of our captive insurance companies


116,260


103,605Goodwill


20,098


20,098Minority interests


163,196


81,282Prepaids, notes receivable and other assets, net


481,481


417,083$
1,118,635

$
990,899


Deferred Financing and Lease Costs.Our deferred costs consist primarily of financing fees we incurred
in order to obtain long-term financing and internal and external leasing commissions and related costs. We record amortization of deferred financing costs on a straight-line
basis over the terms of the respective loans or agreements. Our deferred leasing costs consist primarily of capitalized salaries and related benefits in connection with lease originations. We record
amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. We amortize debt premiums and discounts, 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

84

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purchase
price allocation of the fair value of debt assumed in acquisitions. Details of these deferred costs as of December 31 are as follows:

2007

2006Deferred financing and lease costs

$
401,153

$
340,427Accumulated amortization


(179,720
)

(135,782
)Deferred financing and lease costs, net

$
221,433

$
204,645


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

For the Year ended December 31,2007

2006

2005Amortization of deferred financing costs

$
15,467

$
18,716

$
22,063Amortization of debt premiums net of discounts


(23,000
)

(28,163
)

(26,349
)Amortization of deferred leasing costs


26,033


22,259


20,606


We
report amortization of deferred financing costs, amortization of premiums, and accretion of discounts as part of interest expense. Amortization of deferred leasing costs are a
component of depreciation and amortization expense.

Intangible Assets.The average life of the 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 are amortized into revenue over the remaining lease life as a component of reported minimum
rents. The weighted average remaining life of these intangibles approximates 3.5 years. The unamortized amounts of below market leases are included in accounts payable, accrued expenses, intangibles
and deferred revenues on the consolidated balance sheets and $146.7 million and $186.6 million as of December 31, 2007 and 2006, respectively. The amount of amortization of above
and below market leases, net for the year ended December 31, 2007, 2006, and 2005 was $44.6 million, $53.3 million, and $48.0 million, respectively.

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

2007

2006In-place lease intangibles

$
190,151

$
183,544Accumulated amortization


(123,725
)

(89,981
)In-place lease intangibles, net

$
66,426

$
93,563Acquired above market lease intangibles

$
144,224

$
144,224Accumulated amortization


(94,483
)

(73,601
)Acquired above market lease intangibles, net

$
49,741

$
70,623


85

---



Estimated
future amortization, and the increasing (decreasing) effect on minimum rents for our above and below market leases recorded as of December 31, 2007 are as follows:

Below Market Leases

Above Market Leases

Increase to Minimum Rent, Net2008

$
49,269

$
(16,929
)
$
32,3402009


34,537


(13,388
)

21,1492010


23,287


(6,958
)

16,3292011


17,190


(4,909
)

12,2812012


12,280


(3,703
)

8,577Thereafter


10,096


(3,854
)

6,242$
146,659

$
(49,741
)
$
96,918




We account for our derivative financial instruments pursuant to SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS 138, "Accounting for Derivative Instruments and Hedging Activities." We use a variety of derivative financial instruments in the normal course of business to manage or hedge the risks
associated with our indebtedness and interest payments as described in Note 8 and record all derivatives on our balance sheets at fair value. We require that hedging derivative instruments are
effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative
contract.

We
adjust our balance sheets on an ongoing basis to reflect the current fair market value of our derivatives. We record changes in the fair value of these derivatives each period in
earnings or other comprehensive income, as appropriate. The ineffective portion of the hedge is immediately recognized in earnings to the extent that the change in value of a derivative does not
perfectly offset the change in value of the instrument being hedged. The unrealized gains and losses held in accumulated other comprehensive income will be reclassified to earnings over time as the
hedged items are recognized in earnings. We have a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors.

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



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

2007

2006Cumulative translation adjustment

$
4,429

$
(1,868
)Accumulated derivative gains, net


15,078


24,936Net unrealized gains on marketable securities


3,283


1,263Total accumulated other comprehensive income

$
22,790

$
24,331


86

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We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We
accrue minimum rents on a straight-line basis over the terms of their respective leases. Substantially all of our retail tenants are also required to pay overage rents based on sales over
a stated base amount during the lease year. We recognize overage rents only when each tenant's sales exceeds 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 expenses, including common area
maintenance (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 67.7% of our leases, we receive a fixed payment from the tenant for the CAM component. We are continually
working towards converting the remainder of our leases to the fixed payment methodology. 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
recognized based on a contractual percentage of joint venture property revenue. Development fee revenue is recognized on a contractual percentage of hard costs to develop a property. Leasing fee
revenue is recognized on a contractual per square foot charge based on the square footage of current year leasing activity.

Insurance
premiums written and ceded are recognized on a pro-rata basis over the terms of the policies. Insurance losses are reflected in property operating expenses in the
accompanying statements of operations and comprehensive income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on
evaluations by actuaries and management's best estimates. Total insurance reserves for our insurance subsidiaries and other self-insurance programs as of December 31, 2007 and 2006
approximated $121.4 million and $112.5 million, respectively.

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

87

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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 31,2007

2006

2005Balance at Beginning of Year

$
32,817

$
35,239

$
36,917Consolidation of previously unconsolidated entities


495


321


122Provision for Credit Losses


9,672


9,730


7,284Accounts Written Off


(9,174
)

(12,473
)

(9,084
)Balance at End of Year

$
33,810

$
32,817

$
35,239




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 financials 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 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 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 ("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 don't 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, 2007 and 2006, we had a net deferred tax asset of $19.8 million and $12.8 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. State income, franchise or other taxes were not significant in any of the periods presented.
The income tax benefit in 2007 results primarily from the tax deductibility of a $55.1 million impairment charge.

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. We sell

88

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properties
which no longer meet our strategic criteria. Our consolidated acquisition and disposal activity for the periods presented are highlighted as follows:



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 additional 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 and Cobb and Gwinnett Place, was approximately $394.2 million,
including the assumption of our share of debt of the properties acquired.



On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall property, from our partner for $252.6 million,
including the assumption of our $96.0 million share of debt. As a result, we now own 100% of Mall of Georgia and the property was consolidated as of the acquisition date.



On November 18, 2005, we purchased a 37.99% interest in Springfield Mall in Springfield, Pennsylvania, for approximately $39.3 million, including
the issuance of our share of debt of $29.1 million. On November 21, 2005, we purchased a 50% interest in Coddingtown Mall in Santa Rosa, California, for approximately
$37.1 million, including the assumption of our share of debt of $10.5 million. Both of these properties are being accounted for on the equity method of accounting.



During the year ended December 31, 2007, we sold five consolidated properties for which we received net proceeds of $56.4 million and recorded our
share of a loss on the disposals totaling $35.2 million.



During the year ended December 31, 2006, we sold three consolidated properties and one property in which we held a 50% interest and accounted for under the
equity method. We received net proceeds of $52.7 million and recorded our share of a gain on the dispositions totaling $12.2 million.



During the year ended December 31, 2005, we sold sixteen non-core properties, consisting of four regional malls, one community/lifestyle
center, nine other outlet centers and two office buildings. Seven of these disposals were considered significant and we reclassified the operations and the resulting net gain on sale to discontinued
operations. For these seven asset sales, we received net proceeds of $375.2 million and recorded our share of a gain on the dispositions totaling $146.9 million. The additional nine
other properties sold were insignificant non-core properties that resulted in no gain or loss.

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Certain
of the net proceeds from these sales, net of repayment of outstanding debt, were held in escrow to complete IRS Section 1031 exchanges while the remainder was used for general
working capital purposes.

Impairment.We evaluate properties for impairment using a combination of estimations of the fair value
based upon a multiple of the net cash flow of the properties and discounted cash flows from the individual properties' operations as well as contract prices, if applicable and available. As discussed
in Note 7, we recorded an impairment charge of $55.1 million in 2007 related to our investment in a joint venture that holds an interest in land in Arizona.

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 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,
|------------------------------------------------------------------- |  | -------------------------------
|
|Income from continuing operations, after preferred unit requirement |  | $                              
|Discontinued operations                                             |  |                                
|                                                                    |  |                                
|Net Income available to Unitholders  Basic & Diluted               |  | $                              
|                                                                    |  |                                
|Weighted Average Units Outstanding  Basic                          |  |                                
|Effect of stock options of Simon Property                           |  |                                
|                                                                    |  |                                
|Weighted Average Units Outstanding  Diluted                        |  |                                
|                                                                    |  |                                

For
the year ending December 31, 2007, potentially dilutive securities include Simon Property stock options and convertible preferred stock and certain series of our preferred
units. The only security that had a dilutive effect for the years ended December 31, 2007, 2006 and 2005 were Simon Property stock options.

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 31,2007

2006

2005Total distributions paid per common unit

$
3.36

$
3.04

$
2.80Percent taxable as ordinary income


92.9
%

81.4
%

85.8
%Percent taxable as long-term capital gains


7.1
%

18.6
%

14.2
%100.0
%

100.0
%

100.0
%


90

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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)

6.    Investment Properties

Investment properties consist of the following as of December 31:

2007

2006Land

$
2,798,452

$
2,651,205Buildings and improvements


21,364,915


19,993,094Total land, buildings and improvements


24,163,367


22,644,299Furniture, fixtures and equipment


251,658


219,664Investment properties at cost


24,415,025


22,863,963Less  accumulated depreciation


5,312,095


4,606,130Investment properties at cost, net

$
19,102,930

$
18,257,833Construction in progress included above

$
647,303

$
530,298


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 as of December 31, 2007 and 68 as of December 31, 2006. We also held interests in two joint
ventures which owned 51 European shopping centers as of December 31, 2007 and 53 as of December 31, 2006. We also held an interest in six joint venture properties under operation in Japan, one joint
venture property in Mexico, and one joint venture property in South 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 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 will
result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest.

Acquisition of The Mills Corporation by SPG-FCM

On February 16, 2007, SPG-FCM, a 50/50 joint venture between one of our affiliates and funds owned by 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 37 properties that remain at December 31, 2007
was completed through a cash tender offer and a subsequent merger transaction which concluded on April 3, 2007. As of December 31, 2007, 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 that bear interest 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 the year. As
of December 31, 2007, the outstanding balance of our loan to SPG-FCM was $548.0 million, and the average outstanding balance during the twelve month period ended December 31, 2007
of all loans made to SPG-FCM and Mills was approximately $993.3 million. During 2007, we recorded approximately $39.1 million in interest income (net of inter-entity
eliminations) related to these loans. We also recorded fee income, including fee income amortization related to up-front fees on loans made to SPG-FCM and Mills, during 2007 of
approximately $17.4 million (net of inter-entity eliminations), 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, 2009, with three available one-year extensions, subject to certain terms and conditions. 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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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 ("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 a 0.211 fractional 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 Statement of Operations into "Income from consolidated joint
venture interests."

The
acquisition of Mills involved the purchase of all of Mills' outstanding shares of common stock and Mills 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, SPG-FCM's share of which 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 preliminary purchase price
allocations for the acquisition of Mills. The valuations were developed with the assistance of a third-party professional appraisal firm. The preliminary allocations will be finalized within one year
of the acquisition date in accordance with applicable accounting standards.

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

Joint Venture Property Refinancing Activity

The following joint venture property refinancing activity resulted in our receiving significant excess refinancing proceeds:

On
November 15, 2007, we refinanced Aventura Mall, a joint venture property in which we own a 33.3% interest, with a $430.0 million, 5.905% fixed-rate mortgage that
matures on December 11, 2017. The balances of the previous $200.0 million 6.61% fixed-rate mortgage was repaid, and we received our share of the excess refinancing proceeds of
approximately $71.4 million.

On
November 1, 2007, we refinanced West Town Mall, a joint venture property in which we own a 50% interest, with a $210.0 million, 6.3375% fixed-rate mortgage that
matures on December 1, 2017. The balances of the previous $76.0 million 6.90% fixed-rate mortgage was repaid, and we received our share of the excess refinancing proceeds of
approximately $66.4 million.

On
May 10, 2006, we refinanced thirteen cross-collateralized mortgages with seven individual secured loans totaling $796.6 million with fixed rates ranging from 5.79% to 5.83%.
The balance of the previous mortgages totaled $625.0 million, and bore interest at rates ranging from LIBOR plus 41 basis points to a fixed rate of 8.28%, and was

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scheduled
to mature on May 15, 2006. We received our share of excess refinanced proceeds of approximately $86 million on the closing of the new mortgage loan.

On
November 29, 2005, we refinanced Houston Galleria, a joint venture property, with a $821.0 million, 5.436% fixed-rate mortgage that matures on December 1, 2015.
The balances of the two previous mortgages, which were repaid, were $213.2 million and $84.7 million and bore interest at a fixed rate of 7.93% and at LIBOR plus 150 basis points,
respectively. They were scheduled to mature on December 1, 2005 and December 31, 2006, respectively. We received our share of the excess refinancing proceeds of approximately $165.0 million on
the closing of the new mortgage loan.

On
June 1, 2005, we refinanced Westchester Mall, a joint venture property, with a $500.0 million, 4.86% fixed-rate mortgage that matures on June 1, 2010. The balances
of the two previous mortgages, which were repaid, were $142.0 million and $50.1 million and bore interest at fixed rates of 8.74% and 7.20%, respectively. Both were scheduled to mature
on September 1, 2005. We received our share of the excess refinancing proceeds of approximately $120.0 million on the closing of the new mortgage loan.

Summary Financial Information

A summary of our investments in joint ventures and share of income from such joint ventures follow. We condensed into separate line items major captions of the
statements of operations for joint venture interests sold or consolidated. Consolidation occurs when we acquire an additional interest in the joint venture or became the primary beneficiary and as a
result, gain unilateral control of the property. We reclassified these line items into "Income (loss) from discontinued joint venture interests" and "Income from consolidated joint venture interests"
so that we may

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present
comparative results of operations for those joint venture interests held as of December 31, 2007. Balance sheet information for the joint ventures is as follows:

|                                                         |                                        | December 31, 2007 |            | December 31, 2006
|-------------------------------------------------------- | -------------------------------------- | ----------------- | ---------- | -----------------
|BALANCE SHEET                                            |                                        |                   |            |                  
|Assets:                                                  |                                        |                   |            |                  
|Investment properties, at cost                           |                                        | $                 | 21,009,416 |                  
|Less  accumulated depreciation                          |                                        |                   | 3,217,446  |                  
|                                                         |                                        |                   |            |                  
|                                                         |                                        |                   | 17,791,970 |                  
|Cash and cash equivalents                                |                                        |                   | 747,575    |                  
|Tenant receivables                                       |                                        |                   | 435,093    |                  
|Investment in unconsolidated entities                    |                                        |                   | 258,633    |                  
|Deferred costs and other assets                          |                                        |                   | 713,180    |                  
|                                                         |                                        |                   |            |                  
|                                                         | Total assets                           |                   | $          | 19,946,451       
|                                                         |                                        |                   |            |                  
|Liabilities and Partners' Equity:                        |                                        |                   |            |                  
|Mortgages and other indebtedness                         |                                        | $                 | 16,507,076 |                  
|Accounts payable, accrued expenses, and deferred revenue |                                        |                   | 972,699    |                  
|Other liabilities                                        |                                        |                   | 825,279    |                  
|                                                         |                                        |                   |            |                  
|                                                         | Total liabilities                      |                   |            | 18,305,054       
|Preferred units                                          |                                        |                   | 67,450     |                  
|Partners' equity                                         |                                        |                   | 1,573,947  |                  
|                                                         |                                        |                   |            |                  
|                                                         | Total liabilities and partners' equity |                   | $          | 19,946,451       
|                                                         |                                        |                   |            |                  
|Our Share of:                                            |                                        |                   |            |                  
|Total assets                                             |                                        | $                 | 8,040,987  |                  
|                                                         |                                        |                   |            |                  
|Partners' equity                                         |                                        | $                 | 776,857    |                  
|Add: Excess Investment                                   |                                        |                   | 757,236    |                  
|                                                         |                                        |                   |            |                  
|Our net Investment in Joint Ventures                     |                                        | $                 | 1,534,093  |                  
|                                                         |                                        |                   |            |                  
|Mortgages and other indebtedness                         |                                        | $                 | 6,568,403  |                  
|                                                         |                                        |                   |            |                  

"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

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unconsolidated
entities. As of December 31, 2007, scheduled principal repayments on joint venture properties' mortgages and other indebtedness are as follows:

2008

$
1,559,9912009


1,622,1372010


1,985,3122011


1,634,1782012


2,290,767Thereafter


7,389,042Total principal maturities


16,481,427Net unamortized debt premiums


26,350Net unamortized debt discounts


(701
)Total mortgages and other indebtedness

$
16,507,076


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This
debt becomes due in installments over various terms extending through 2023 with interest rates ranging from 1.35% to 10.61% and a weighted average rate of 5.84% at December 31,
2007.

|                                                         |                               | For the Year Ended December 31, |          
|-------------------------------------------------------- | ----------------------------- | ------------------------------- | ---------
|
|STATEMENTS OF OPERATIONS                                 |                               |                                 |          
|Revenue:                                                 |                               |                                 |          
|                                                         | Minimum rent                  |                                 | $        
|                                                         | Overage rent                  |                                 |          
|                                                         | Tenant reimbursements         |                                 |          
|                                                         | Other income                  |                                 |          
|                                                         |                               |                                 |          
|                                                         |                               | Total revenue                   |          
|Operating Expenses:                                      |                               |                                 |          
|                                                         | Property operating            |                                 |          
|                                                         | Depreciation and amortization |                                 |          
|                                                         | Real estate taxes             |                                 |          
|                                                         | Repairs and maintenance       |                                 |          
|                                                         | Advertising and promotion     |                                 |          
|                                                         | Provision for credit losses   |                                 |          
|                                                         | Other                         |                                 |          
|                                                         |                               |                                 |          
|                                                         |                               | Total operating expenses        |          
|                                                         |                               |                                 |          
|Operating Income                                         |                               |                                 | 1,065,162
|Interest expense                                         |                               |                                 | (853,307 
|Income (loss) from unconsolidated entities               |                               |                                 | 665      
|Minority interest                                        |                               |                                 |         
|Gain (loss) on sale of asset                             |                               |                                 | (6,399   
|                                                         |                               |                                 |          
|Income from Continuing Operations                        |                               |                                 | 206,125  
|Income from consolidated joint venture interests         |                               |                                 | 2,562    
|Income (loss) from discontinued joint venture interests  |                               |                                 | 202      
|Gain on disposal or sale of discontinued operations, net |                               |                                 | 198,952  
|                                                         |                               |                                 |          
|Net Income                                               |                               | $                               | 407,841  
|                                                         |                               |                                 |          
|Third-Party Investors' Share of Net Income               |                               | $                               | 232,586  
|                                                         |                               |                                 |          
|Our Share of Net Income                                  |                               |                                 | 175,255  
|Amortization of Excess Investment                        |                               |                                 | (46,503  
|Income from Beneficial Interests and Other, net          |                               |                                 |         
|Write-off of Investment Related to Properties Sold       |                               |                                 |         
|Our Share of Net (Gain)/Loss Related to Properties Sold  |                               |                                 | (90,632  
|                                                         |                               |                                 |          
|Income from Unconsolidated Entities                      |                               | $                               | 38,120   
|                                                         |                               |                                 |          

Prior Year Acquisition and Disposition Activity

On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall property, from our partner for $252.6 million, including
the assumption of our $96.0 million share of debt. As a result, we now own 100% of Mall of Georgia and the property was consolidated as of the acquisition date. We have reclassified the

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results
of this property in the Joint Venture Statement of Operations into "Income from consolidated joint venture interests."

On
January 11, 2005, Metrocenter, a joint venture regional mall property was sold. We recognized our share of the gain of $11.8 million, net of the write-off of the
related investment and received $62.6 million representing our share of the proceeds from this disposition. On December 22, 2005, The Forum Entertainment Centre, our Canadian property, was
sold. We recognized our share of the loss of $13.7 million, net of the write-off of the related investment, from the disposition of this property. On April 25, 2006, Great Northeast
Plaza, a joint venture community center was sold. We recognized our share of the gain of $7.7 million, net of the write-off of the related investment and received
$8.8 million representing our share of the proceeds from this disposition. Our share of the net gain resulting from the sale of Metrocenter, The Forum Entertainment Centre, and Great Northeast
Plaza are shown separately in "gain (loss) on sales of assets and interests in unconsolidated entities, net" in the consolidated statement of operations and comprehensive income.

Impairment Charge.On December 28, 2005, we invested $50.0 million of equity for a 40% interest
in a joint venture with Toll Brothers, Inc. and Meritage Homes Corp. to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for
$312 million. The principal use of the land upon attaining entitled status is to develop single-family homesites by our partners. As a result of the recent downturn in the residential market,
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 this joint venture,
including interest capitalized on our invested equity.

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. ("Simon Ivanhoe") and Gallerie Commerciali Italia ("GCI"). The carrying amount of our total combined investment in these two
joint venture investments is $289.5 million and $338.1 million as of December 31, 2007 and 2006, respectively, net of the related cumulative translation adjustments. We have a 50%
ownership in Simon Ivanhoe and a 49% ownership in GCI as of December 31, 2007.

On
October 20, 2005, Ivanhoe Cambridge, Inc. ("Ivanhoe"), an affiliate of Caisse de dépôt et placement du Qubec, effectively acquired our former
partner's 39.5% ownership interest in Simon Ivanhoe. On February 13, 2006, pursuant to the terms of our October 20, 2005 transaction with Ivanhoe, we sold a 10.5% interest in this joint venture to
Ivanhoe for €45.2 million, or $53.9 million, and recorded a gain on the disposition of $34.4 million. This gain is reported in "gain (loss) on sales of assets and
interests in unconsolidated entities, net" in the 2006 consolidated statements of operations. We then settled all remaining share purchase commitments from the company's founders, including the early
settlement of some commitments by purchasing an additional 25.8% interest in Simon Ivanhoe for €55.1 million, or $65.5 million. As a result of these transactions, we and
Ivanhoe each own a 50% interest in Simon Ivanhoe at December 31, 2006 and 2007.

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 "gain (loss) on sale of
assets and interests in unconsolidated entities, net" 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. and Sojitz Corporation (formerly known as Nissho Iwai Corporation). The carrying amount of our investment in these Premium Outlet joint ventures
in Japan is $273.0 million and $281.2 million as of December 31, 2007 and 2006, respectively, net of the related cumulative translation adjustments. We have a 40% ownership in these
Japan Premium Outlet joint ventures. During 2007, we also completed construction and opened our first Premium Outlet in South Korea. As of December 31, 2007 and 2006 respectively, our investment in
our

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Premium
Outlet in South Korea, for which we hold a 50% ownership interest, approximated $23.1 million and $18.5 million net of the related cumulative translation adjustments.

During
2006, we finalized the formation of joint venture arrangements to develop and operate shopping centers in China. The shopping centers will be anchored by Wal-Mart
stores and we own a 32.5% interest in the joint venture entities, and a 32.5% ownership in the management operation overseeing these projects, collectively referred to as Great Mall
Investments, Ltd. ("GMI"). We have five centers currently under construction, with our share of the total equity commitment of approximately $60 million. We account for our investments
in GMI under the equity method of accounting. As of December 31, 2007, our combined investment in these shopping centers in GMI is approximately $32.1 million.

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:

|                                                                                                                                                                         |  | 2007 |            | 2006 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ---------- | ---- | -
|Fixed-Rate Debt:                                                                                                                                                         |  |      |            |      |  
|Mortgages and other notes, including $24,845 and $41,579 net premiums, respectively. Weighted average interest and maturity of 6.06% and 4.5 years at December 31, 2007. |  | $    | 4,836,761  |      | $
|Unsecured notes, including $9,680 and $17,513 net premiums, respectively. Weighted average interest and maturity of 5.68% and 5.2 years at December 31, 2007.            |  |      | 9,384,680  |      |  
|7% Mandatory Par Put Remarketed Securities, including $4,568 and $4,669 premiums, respectively, due June 2028 and subject to redemption June 2008.                       |  |      | 204,568    |      |  
|                                                                                                                                                                         |  |      |            |      |  
|Total Fixed-Rate Debt                                                                                                                                                    |  |      | 14,426,009 |      |  
|Variable-Rate Debt:                                                                                                                                                      |  |      |            |      |  
|Mortgages and other notes, at face value, respectively. Weighted average interest and maturity of 5.38% and 2.2 years.                                                   |  |      | 441,143    |      |  
|Credit Facility (see below)                                                                                                                                              |  |      | 2,351,612  |      |  
|                                                                                                                                                                         |  |      |            |      |  
|Total Variable-Rate Debt                                                                                                                                                 |  |      | 2,792,755  |      |  
|Fair value interest rate swaps                                                                                                                                           |  |      | (90        | )    |  
|                                                                                                                                                                         |  |      |            |      |  
|Total Mortgages and Other Indebtedness, Net                                                                                                                              |  | $    | 17,218,674 |      | $
|                                                                                                                                                                         |  |      |            |      |  

General.At December 31, 2007, we have pledged 80 properties as collateral to secure related mortgage
notes including 7 pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 39 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 19 of these encumbered properties and our unsecured notes are subject to various financial performance covenants relating to leverage ratios, annual real property appraisal
requirements, debt service coverage ratios, minimum net worth ratios, debt-to-market capitalization, and/or minimum equity values.
Our mortgages and other indebtedness may be prepaid but are generally subject to prepayment of a yield-maintenance premium or defeasance. As of December 31, 2007, we were in compliance with all our
debt covenants.

Some
of our limited partners guarantee a portion of our consolidated debt through foreclosure guarantees. In total, 53 limited partners provide guarantees of foreclosure of
$351.9 million of our consolidated debt at six

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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

We have $875 million of unsecured notes issued by our subsidiaries that are structurally senior in right of payment to holders of other unsecured notes to
the extent of the assets and related cash flows of certain properties. These unsecured notes have a weighted average interest rate of 6.99% and weighted average maturities of 5.0 years.

Credit Facility.Significant draws on our $3.5 billion credit facility during the twelve-month
period ended December 31, 2007 were as follows:

|Draw Date |  | Draw Amount |         | Use of Credit Line Proceeds
|--------- |  | ----------- | ------- | ---------------------------
|02/16/07  |  | $           | 600,000 |                            
|03/29/07  |  |             | 550,000 |                            
|04/17/07  |  |             | 140,000 |                            
|06/28/07  |  |             | 181,000 |                            
|07/31/07  |  |             | 557,000 |                            
|08/23/07  |  |             | 105,000 |                            
|09/20/07  |  |             | 180,000 |                            
|10/22/07  |  |             | 125,000 |                            
|11/01/07  |  |             | 90,000  |                            
|11/15/07  |  |             | 550,000 |                            

Other
amounts drawn on our credit facility were primarily for general working capital purposes. We repaid a total of $2.6 billion on our credit facility during the year ended
December 31, 2007. The total outstanding balance of the credit facility as of December 31, 2007 was $2.4 billion, and the maximum amount outstanding during the year was approximately
$2.6 billion. During the year ended December 31, 2007, the weighted average outstanding balance of the credit facility was approximately $1.4 billion. The amount outstanding as of
December 31, 2007 includes $553.6 million in Euro and Yen-denominated borrowings.

On
October 4, 2007, we exercised the $500 million accordion feature of our credit facility, increasing the revolving borrowing capacity from $3.0 billion to
$3.5 billion. The expanded capacity includes an increase of $125.0 million to $875.0 million for the multi-currency tranche for Euro, Yen and Sterling borrowings. The credit
facility is available through January 11, 2011, including a one-year extension at our option. The credit facility bears a rate of 37.5 basis points over the LIBOR rate applicable to our
borrowings, which averaged 5.25% and 5.10% for the years ended December 31, 2007 and 2006, respectively, for U.S. dollar-denominated borrowings.

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Secured Debt

Mortgages and Other Indebtedness.The balance of fixed and variable rate mortgage notes was
$5.3 billion and $4.4 billion as of December 31, 2007 and 2006, respectively. Of the 2007 amount, $5.2 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. During the twelve-month period ended December 31, 2007,
we repaid $191.3 million in mortgage loans, unencumbering four properties.

As
a result of the acquisition of Mills by SPG-FCM, we now hold a majority ownership interest in Gwinnett Place and Town Center at Cobb, and as a result they were
consolidated as of the acquisition date. This included the consolidation of two mortgages secured by Gwinnett Place of $35.6 million and $79.2 million at fixed rates of 7.54% and 7.25%,
respectively, and two mortgages secured by Town Center at Cobb of $45.4 million and $60.3 million at fixed rates of 7.54% and 7.25%, respectively. On May 23, 2007, we refinanced Gwinnett
Place and Town Center at Cobb with $115.0 million and $280.0 mortgages at fixed rates of 5.68% and 5.74%, respectively.

We
placed a $200.0 million fixed-rate mortgage on Independence Center, a regional mall property, on July 10, 2007, which matures on July 10, 2017, and bears a rate of
5.94%.

As
a result of the acquisition of Las Americas Premium Outlets on August 23, 2007, we recorded its $180.0 million fixed-rate mortgage that matures June 11, 2016 and
bears a rate of 5.84%.

Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2007 are as follows:

2008

$
809,6672009


1,654,0432010


2,292,4832011


4,355,9002012


2,202,532Thereafter


5,865,046Total principal maturities


17,179,671Net unamortized debt premium and other


39,003Total mortgages and other indebtedness

$
17,218,674


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

For the Year Ended December 31,2007

2006

2005Cash paid for interest

$
983,219

$
845,964

$
822,906


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, or in the case of a fair value
hedge, effectively convert fixed rate debt to variable rate debt. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses
that occur on the underlying exposures, with gains

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and
losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

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

As
of December 31, 2007, we reflected the fair value of outstanding consolidated derivatives in other liabilities for $6.8 million. In addition, we recorded the benefits from our
treasury lock and interest rate hedge agreements in accumulated other comprehensive income and the unamortized balance of these agreements is $4.4 million as of December 31, 2007. The net
benefits from terminated swap agreements are also recorded in accumulated other comprehensive income and the unamortized balance is $10.7 million as of December 31, 2007. As of December 31,
2007, our outstanding LIBOR based derivative contracts consisted of:

Within
the next twelve months, we expect to reclassify to earnings approximately $0.9 million of income of the current balance held in accumulated other comprehensive income. The
amount of ineffectiveness relating to fair value and cash flow hedges recognized in income during the periods presented was not material.

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. The fair values of financial
instruments and our related discount rate assumptions used in the estimation of fair value for our consolidated fixed-rate mortgages and other indebtedness as of December 31 is summarized
as follows:

2007

2006Fair value of fixed-rate mortgages and other indebtedness

$
14,741,949

$
14,479,171Average discount rates assumed in calculation of fair value


5.16
%

6.53
%


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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)

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, 2007 are as follows:

2008

$
1,771,7292009


1,666,6982010


1,493,6302011


1,312,0112012


1,126,972Thereafter


3,486,524$
10,857,564


Approximately
0.6% of future minimum rents to be received are attributable to leases with an affiliate of a limited partner in the Operating Partnership.

10.    Partners' Equity

Mezzanine Equity.Preferred units whose redemption is outside our control have been classified as
temporary equity in the accompanying consolidated balance sheets. Such units are described in the following paragraph.

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

Unit Issuances and Repurchases

In 2007, nine limited partners exchanged 1,692,474 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 interest in us.

We
issued 231,025 units to Simon Property related to employee and director stock options exercised during 2007. We used the net proceeds from the option exercises of approximately
$7.6 million for general working capital purposes.

On
July 26, 2007, the Simon Property Board of Directors authorized a common stock repurchase program under which Simon Property may purchase up to $1.0 billion of its common
stock over the next twenty-four months as market conditions warrant. Simon Property may purchase the shares in the open market or in privately negotiated transactions. During 2007,
Simon Property repurchased 572,000 shares at an average price of $86.11 per share of its common stock as part of this program. As Simon Property repurchased shares, we repurchased an equal number of
units from Simon Property. Simon Property's share repurchase program has remaining availability of approximately $950.7 million at December 31, 2007.

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Holders
of our Series I 6% convertible perpetual preferred units can currently convert these preferred units into units. During the twelve months ended December 31, 2007, 65,907 Series
J preferred units were converted into 51,987 units.

Preferred Units

The following table summarizes each of the authorized series of our preferred units outstanding during 2007 or 2006 as of December 31:

|                                                                                                                                                                                                     |  | 2007 |         | 2006
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ----
|Series C 7.00% Cumulative Convertible Preferred Units, 2,700,000 units authorized, 100,818 and 261,683 issued and outstanding                                                                        |  | $    | 2,823   |     
|Series D 8.00% Cumulative Redeemable Preferred Units, 2,700,000 units authorized, 1,418,307 and 1,425,573 issued and outstanding                                                                     |  |      | 42,549  |     
|Series G 7.89% Cumulative Step-up Premium Rate Convertible Preferred Units, 3,000,000 units authorized, 3,000,000 issued and outstanding to the general partner at 2006, none at 2007                |  |      |        |     
|6% Series I Convertible Perpetual Preferred Units, 19,000,000 units authorized, 17,039,611 and 17,716,918 issued and outstanding                                                                     |  |      | 851,981 |     
|Series J 83/8% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 796,948 issued and outstanding, including unamortized premium of $6,514 and $6,842 in 2007 and 2006,
respectively. |  |      | 46,361  |     
|7.5% Cumulative Redeemable Preferred Units, 260,000 authorized, 255,373 issued and outstanding                                                                                                       |  |      | 25,537  |     
|                                                                                                                                                                                                     |  |      |         |     
|                                                                                                                                                                                                     |  | $    | 969,251 |     
|                                                                                                                                                                                                     |  |      |         |     

The
following series of preferred units were previously issued, but there were no outstanding units of such series issued and outstanding at during 2007 or 2006: 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% Cumulative Redeemable Preferred Units (8,000,000 units); Series H
Variable Rate Preferred Units (3,328,540 units), Series K Variable Rate Redeemable Preferred Units (8,000,000 units); and Series L Variable Rate Redeemable Preferred Units (6,000,000 units).

Series C 7.00% Cumulative Convertible Preferred Units.Each Series C 7.00% preferred unit has a
liquidation value of $28.00 and accrues cumulative distributions at a rate of $1.96 annually, payable quarterly in arrears. The Series C
preferred units are convertible at the holders' option on or after August 27, 2004, into either a like number of shares of 7.00% Cumulative Convertible Preferred Stock of Simon Property with terms
substantially identical to the Series C preferred units or into units at a ratio of 0.75676 to one provided that the closing stock price of Simon Property common stock exceeds $37.00 for any three
consecutive trading days prior to the conversion date. We may redeem the Series C preferred units at their liquidation value plus accrued and unpaid distributions on or after August 27, 2009, payable
in units. In the event of the death of a holder of Series C preferred units, or the occurrence of certain tax triggering events, we may be required to redeem the Series C preferred units at their
liquidation value payable at our option in either cash (the payment of which may be made in four equal annual installments) or common units. During 2007, holders converted 160,865 of the preferred
units into 121,727 units.

Series D 8.00% Cumulative Redeemable Preferred Units.Each Series D 8.00% preferred unit has a
liquidation value of $30.00 and accrues cumulative distributions at a rate of $2.40 annually, which is payable quarterly in arrears. The Series D preferred units are each paired with one Series C
preferred unit or the units into which the Series C

103

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preferred
units may be converted. We may redeem the Series D preferred units at their liquidation value plus accrued and unpaid distributions on or after August 27, 2009, payable in either new
preferred units having the same terms as the Series D preferred units, except that the distribution coupon rate would be reset to a market rate, or in units. The Series D preferred units are
convertible at the holder's option on or after August 27, 2004, into 8.00% Cumulative Redeemable Preferred Stock of Simon Property with terms substantially identical to the Series D preferred units.
In the event of the death of a holder or the occurrence of certain tax triggering events, we may be required to redeem the Series D preferred units owned by such holder at their liquidation value
payable at our option in either cash (the payment of which may be made in four equal annual installments) or common units. During 2007, one holder redeemed 7,266 of the preferred units for $218.

Series G 7.89% Cumulative Step-Up Premium Rate Preferred Units.We redeemed this class of
preferred units from Simon Property in connection with its redemption of a series of preferred stock having identical terms.

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 former Chelsea Property Group. 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 per unit, and will not include any amount
of distributions declared and payable on the corresponding distribution payment date. 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 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 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. If a holder of Series I preferred units converts its Series I preferred units into units,
then the holder may also elect to convert those units into common stock of Simon Property, on a one-for-one basis in accordance with our partnership agreement. 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, we may elect to pay cash in
lieu of the conversion. In 2007, holders of Series I preferred units exchanged 289,090 Series I preferred units for an equal number of shares of Series I preferred stock of Simon Property. In prior
years, 803,952 Series I preferred units were exchanged for an equal number of shares of Series I preferred stock of Simon Property.

As
of December 31, 2007, the conversion trigger price of $78.71 had been met and each Series I Preferred Unit became convertible into 0.794079 of a unit through March 31, 2008. During
the twelve months ended December 31, 2007, 65,907 Series I preferred units were converted into 51,987 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 $7,553 as of the date of our acquisition
of Chelsea.

Series K Variable Rate Redeemable Preferred Units.We issued this series of preferred units to Simon
Property to fund its redemption of a Series of preferred stock having identical terms in the fourth quarter of 2006. We later repurchased all outstanding units of this series in the same quarter at
the original issue price.

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Series L Variable Rate Redeemable Preferred Units.We issued this series of preferred units to Simon
Property to fund its redemption of a Series preferred stock having identical terms in the fourth quarter of 2007. We later repurchased all outstanding units of this series at the original issue price.

7.5% Cumulative Redeemable Preferred Units.We 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
shares of Simon Property our common stock. 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 units.

Notes Receivable from Former CPI Stockholders

Notes receivable of $17,199 from former Corporate Property Investors, Inc. ("CPI") stockholders resulted from securities issued under CPI's executive
compensation program and were assumed in our merger with CPI. These
notes are reflected as a deduction from capital in excess of par value in the consolidated statements of stockholders' equity in the accompanying financial statements. The notes do not bear interest
and become due at the time the underlying shares are sold.

Note Receivable from Simon Property

On January 1, 2005, Simon Property assigned the economic rights of Ocean County Mall, the only Property held directly by Simon Property, to us in exchange for
1,602,821 common units and the settlement of an $88.8 million note receivable. We consolidated this property in our financial statements. The assignment was a final step to align the ownership
interests in the properties acquired as a result of the merger with Corporate Properties Inc. in 1998 and the acquisition of the Northshore Mall in 1999.

The Simon Property Group 1998 Stock Incentive Plan

We, along with Simon Property, have a stock incentive plan (the "1998 plan"), which provides for the grant of awards with respect to the equity of Simon Property
during a ten-year period, in the form of options to purchase shares of Simon Property common stock ("Options"), stock appreciation rights ("SARs"), restricted stock grants and performance
unit awards (collectively, "Awards"). Options may be granted which are qualified as "incentive stock options" within the meaning of Section 422 of the Code and Options which are not so qualified. An
aggregate of 11,300,000 shares of common stock have been reserved for issuance under the 1998 plan. Additionally, the partnership agreement requires Simon Property to sell shares to us, at fair value,
sufficient to satisfy the exercising of stock options, and for Simon Property to purchase common 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 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 has not granted any options to employees, except for a series of reload options we assumed as part of a prior business combination.

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Automatic Awards For Eligible Directors.The 1998 plan provides for automatic annual grants of
restricted stock to directors of Simon Property who are not employees of affiliates of Simon Property ("Eligible Directors"). Prior to May 11, 2006, each eligible director received on the first day of
the first calendar month following his or her initial election as a director, a grant of 1,000 shares of restricted stock annually. Thereafter, as of the date of each annual
meeting of Simon Property's stockholders, eligible directors who were re-elected as directors received a grant of 1,000 shares of restricted stock. In addition, eligible directors who
served as chairpersons of the standing committees of the Board received an additional annual grant in the amount of 500 shares of restricted stock (in the case of the Audit Committee) or 300 shares of
restricted stock (in the case of all other standing committees).

Awards
of restricted stock issued prior to May 11, 2006 vested in four equal annual installments on January 1 of each year, beginning in the year following the year in which the award
occurred. If a director otherwise ceased to serve as a director before vesting, the unvested portion of the award terminated. Any unvested portion of a restricted stock award vested if the director
died or became disabled while in office or has served a minimum of five annual terms as a director, but only if the committee or the full Board of Directors determines that such vesting is
appropriate. The restricted stock also vested in the event of a "change in control."

Pursuant
to an amendment to the 1998 plan approved by the stockholders effective May 11, 2006, each eligible director now 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 Simon Property's 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 a restricted stock are delivered to the former director.

In
addition to automatic awards, eligible directors may be granted discretionary awards under the 1998 plan.

Restricted Stock.The 1998 plan also provides for shares of restricted common stock of Simon Property
to be granted to certain employees at no cost to those employees, subject to achievement of certain financial and return-based performance measures established by the Compensation Committee related to
the most recent year's performance (the "Restricted Stock Program"). Restricted Stock Program grants vest annually over a four-year period (25% each year) beginning on January 1 of the
year following the year in which the restricted stock award is granted. The cost of restricted stock grants, which is based upon the stock's fair market value on the grant date, is charged to
partners' equity and subsequently amortized against our earnings over the vesting period. Through December 31, 2007, a total of 4,461,537 shares of restricted stock, net of forfeitures, have been
awarded under the plan. Information regarding restricted stock awards are summarized in the following table for each of the years presented:

For the Year Ended December 31,2007

2006

2005Restricted stock shares awarded during the year, net of forfeitures


222,725


415,098


400,541Weighted average fair value of shares granted during the year

$
120.55

$
84.33

$
61.01Amortization expense for all awards vesting during the year

$
26,779

$
23,369

$
14,320


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The weighted average life of our outstanding options as of December 31, 2007, is 2.8 years. Information relating to Director Options and Employee Options
from December 31, 2004, through December 31, 2007, is as follows:

|                                         |  | Director Options |   | Employee Options
|---------------------------------------- |  | ---------------- | - | ----------------
|
|Shares under option at December 31, 2004 |  | 64,290           |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  |                 |   |                 
|Exercised                                |  | (22,860          | ) |                 
|Forfeited                                |  | (3,930           | ) |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2005 |  | 37,500           |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  |                 |   |                 
|Exercised                                |  | (18,000          | ) |                 
|Forfeited                                |  | (3,000           | ) |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2006 |  | 16,500           |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  |                 |   |                 
|Exercised                                |  | (16,500          | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2007 |  |                 |   | $               
|                                         |  |                  |   |                 

|
|

|                |       | Outstanding |           |      |  |  
|--------------- | ----- | ----------- | --------- | ---- |  | -
|
|
|
|$22.36 - $30.38 |       | 820,939     |           | 2.63 |  | $
|$30.39 - $46.97 |       | 59,749      |           | 6.10 |  | $
|$46.98 - $63.51 |       | 33,050      |           | 6.18 |  | $
|$63.52 - $99.03 |       | 93,000      |           | 0.85 |  | $
|                |       |             |           |      |  |  
|                | Total |             | 1,006,738 |      |  |  
|                |       |             |           |      |  |  

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 selected by Simon Property. 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.

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11.    Commitments and Contingencies

Litigation

In November of 2004, the Attorneys General of Massachusetts, New Hampshire and Connecticut filed complaints in their respective state courts against us and our
affiliate, SPGGC, Inc., alleging that the sale of co-branded, bank-issued gift cards sold in certain of our properties violated gift certificate statutes and consumer
protection laws in those states. We filed our own actions for declaratory relief in Federal district courts in each of the three states. We have also been named as a defendant in two other state court
proceedings in New York which have been brought by private parties as purported class actions. They allege violation of state consumer protection and contract laws and seek a variety of remedies,
including unspecified damages and injunctive relief.

In
2006, we received a judgment in our favor in the Federal district court in New Hampshire. The First Circuit Court of Appeals affirmed that ruling on May 30, 2007, holding that the
current gift card program is a banking
product and state law regulation is preempted by federal banking laws. The First Circuit Court of Appeals did not, however, rule on the question of whether the gift card program as it existed prior to
January 1, 2005, was similarly exempt from state regulation. In February 2007, we entered into a voluntary, no-fault settlement with the New Hampshire Attorney General relating to the gift
card program in New Hampshire as it existed prior to January 1, 2005. The New Hampshire litigation was dismissed at that time.

In
October 2007, the Second Circuit Court of Appeals issued a ruling in the case brought by the Connecticut Attorney General holding that the Connecticut gift card statute could be
applied to the gift card program as it existed prior to January 1, 2005, and could prohibit the charging of administrative fees but could not prohibit the use of expiration dates on gift cards.

We
believe we have viable defenses under both state and federal laws to the pending gift card actions in Massachusetts, Connecticut and New York. Although it is not possible to provide
any assurance of the ultimate outcome of any of these pending actions, management does not believe they will have any material adverse affect on our financial position, results of operations or cash
flow.

We
are involved in various other 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, 2007, a total of 30 of the consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2009
to 2090. These ground leases generally require us to make payments of a fixed annual rent, or a fixed annual rent plus a participating percentage over a base rate based upon the revenues or total
sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense included in other expense and discontinued operations as
follows:

For the Year Ended December 31,2007

2006

2005Ground lease expense

$
30,499

$
29,301

$
25,584


108

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Future
minimum lease payments due under such ground leases for years ending December 31, excluding applicable extension options, are as follows:

2008

$
16,8392009


16,6892010


16,4352011


16,4712012


16,585Thereafter


686,378$
769,397


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 Bridgwood 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.

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, 2007, we had loan guarantees and other guarantee obligations of $132.5 million and $60.6 million, respectively, to support our total $6.6 billion share of joint
venture mortgage and other indebtedness in the event the joint venture partnership defaults under the terms of the underlying arrangement. 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 474 of the approximately 1,000 anchor stores in the properties as of December 31, 2007. An affiliate of one of these retailers
is one of our limited partners.

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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)

11.    Commitments and Contingencies (Continued)

Limited Life Partnerships

FASB Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150") establishes
standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that
is within its scope as a liability. The effective date of a portion of the Statement has been indefinitely postponed by the FASB. We have certain transactions, arrangements, or financial instruments
that have been identified that appear to meet the criteria for liability recognition in accordance with paragraphs 9 and 10 under SFAS 150 due to the finite life of certain joint venture
arrangements. However, SFAS 150 requires disclosure of the estimated settlement value of these non-controlling interests. As of December 31, 2007 and 2006, the estimated
settlement value of these non-controlling interests was approximately $145 million and $175 million, respectively. The minority interest amount recognized as a liability on
the consolidated balance sheets related to these non-controlling interests was approximately $14 million and $15 million as of December 31, 2007 and 2006,
respectively.

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 31,2007

2006

2005Amounts charged to unconsolidated joint ventures

$
95,564

$
62,879

$
58,450Amounts charged to properties owned by related parties


5,049


9,494


9,465


During 2007, we recorded interest income and financing fee income of $39.1 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 June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("FIN 48").
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements and prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on description, classification, interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 became effective on January 1, 2007. The adoption of FIN 48 had no impact on our financial position or results of
operations.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". SFAS 157 is definitional and disclosure oriented and addresses how companies should approach measuring
fair value when required by GAAP; it does not create or modify any current GAAP requirements to apply fair value accounting. The Standard provides a single definition for fair value that is to be
applied consistently for all accounting applications, and also generally describes and prioritizes according to reliability the methods and inputs used in valuations. SFAS 157 prescribes
various disclosures about financial statement categories and amounts which are measured at fair value, if such disclosures are not already specified elsewhere in GAAP. The new measurement and
disclosure requirements of SFAS 157 are effective for us in the first quarter of 2008. The FASB deferred application of certain elements of SFAS No. 157 relating to non-financial
assets and liabilities. We do not expect the provisions of SFAS 157 that we are required to adopt in 2008 will have a significant impact on our results of operations or financial position.

110

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In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations", and SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements". SFAS No. 141(R) 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. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The
calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141(R) and SFAS No. 160 are effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early adoption is prohibited. We do not expect the
adoption of SFAS No. 141(R) or SFAS No. 160 will have a significant impact on our results of operations or financial position.

14.    Quarterly Financial Data (Unaudited)

Quarterly 2007 and 2006 data is summarized in the table below and, as disclosed in Note 3, the amounts have been reclassified from previously disclosed
amounts in accordance with the discontinued operations provisions of SFAS No. 144 and reflect dispositions through December 31, 2007. The amounts presented for income from continuing
operations, income from continuing operations per unit  Basic, and income from continuing operations per unit  Diluted for the third quarter of 2007 are not
equal to the same amounts previously reported in the September 30, 2007 Form 10-Q filed with the Securities and Exchange Commission as a result of the additional property
sales which occurred in the fourth quarter of 2007 and resulted in losses on dispositions being reflected in discontinued operations. Income from continuing operations, income from continuing
operations per unit  Basic, and income from continuing operations per unit  Diluted as previously reported in the September 30, 2007

111

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Form 10-Q
were $227,532, $0.74, and $0.74, respectively, and are presented below as $236,470, $0.77, and $0.77, respectively. All other amounts previously reported are equal to the
amounts reported below.

|                                                     |  | First Quarter |             | Second Quarter |   | Third Quarter |  | Fourth Quarter
|---------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | --------------
|2007                                                 |  |               |             |                |   |               |  |               
|Total revenue                                        |  | $             | 852,141     |                | $ | 855,932       |  | $             
|Operating income                                     |  |               | 348,966     |                |   | 333,551       |  |               
|Income from continuing operations                    |  |               | 144,066     |                |   | 95,248        |  |               
|Net income available to common unitholders           |  |               | 98,381      |                |   | 59,917        |  |               
|Income from continuing operations per unitBasic     |  | $             | 0.44        |                | $ | 0.27          |  | $             
|Net income per unit  Basic                          |  | $             | 0.44        |                | $ | 0.27          |  | $             
|Income from continuing operations per unit  Diluted |  | $             | 0.44        |                | $ | 0.27          |  | $             
|Net income per unit  Diluted                        |  | $             | 0.44        |                | $ | 0.27          |  | $             
|Weighted average units outstanding                   |  |               | 280,858,656 |                |   | 281,282,172   |  |               
|Diluted weighted average units outstanding           |  |               | 281,716,125 |                |   | 281,119,027   |  |               
|2006                                                 |  |               |             |                |   |               |  |               
|Total revenue                                        |  | $             | 787,649     |                | $ | 798,738       |  | $             
|Operating income                                     |  |               | 299,204     |                |   | 310,049       |  |               
|Income from continuing operations                    |  |               | 122,461     |                |   | 101,282       |  |               
|Net income available to common unitholders           |  |               | 104,017     |                |   | 82,868        |  |               
|Income from continuing operations per unit  Basic   |  | $             | 0.47        |                | $ | 0.37          |  | $             
|Net income per unit  Basic                          |  | $             | 0.47        |                | $ | 0.37          |  | $             
|Income from continuing operations per unit  Diluted |  | $             | 0.47        |                | $ | 0.37          |  | $             
|Net income per unit  Diluted                        |  | $             | 0.47        |                | $ | 0.37          |  | $             
|Weighted average units outstanding                   |  |               | 279,083,336 |                |   | 279,464,253   |  |               
|Diluted weighted average units outstanding           |  |               | 279,056,438 |                |   | 280,349,471   |  |               

112

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SIGNATURES

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

|               | SIMON PROPERTY GROUP, L.P.
|-------------- | --------------------------
|               | By                        
|March 13, 2008 |                           

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

|Signature                                 |  | Capacity                                                                                                                                    |  | Date          
|----------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|                                          |  |                                                                                                                                             |  |               
|/s/DAVID SIMONDavid Simon                 |  | Chairman of the Board of Directors
and Chief Executive Officer of
Simon Property Group, Inc., General Partner
(Principal Executive Officer) |  | March 13, 2008
|/s/HERBERT SIMONHerbert Simon             |  | Co-Chairman Emeritus and Director                                                                                                           |  | March 13, 2008
|/s/MELVIN SIMONMelvin Simon               |  | Co-Chairman Emeritus and Director                                                                                                           |  | March 13, 2008
|/s/RICHARD S. SOKOLOVRichard S. Sokolov   |  | President, Chief Operating Officer of
Simon Property Group, Inc., General Partner
and Director                                              |  | March 13, 2008
|/s/BIRCH BAYHBirch Bayh                   |  | Director                                                                                                                                    |  | March 13, 2008
|/s/MELVYN E. BERGSTEINMelvyn E. Bergstein |  | Director                                                                                                                                    |  | March 13, 2008
|/s/LINDA WALKER BYNOELinda Walker Bynoe   |  | Director                                                                                                                                    |  | March 13, 2008

113

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|/s/PIETER S. VAN DEN BERGPieter S. van den Berg     |  | Director                                                                                                                          |  | March 13, 2008
|--------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|/s/REUBEN S. LEIBOWITZReuben S. Leibowitz           |  | Director                                                                                                                          |  | March 13, 2008
|/s/FREDRICK W. PETRIFredrick W. Petri               |  | Director                                                                                                                          |  | March 13, 2008
|/s/J. ALBERT SMITH, JR.J. Albert Smith, Jr.         |  | Director                                                                                                                          |  | March 13, 2008
|/s/KAREN N. HORNKaren N. Horn                       |  | Director                                                                                                                          |  | March 13, 2008
|/s/M. DENISE DEBARTOLO YORKM. Denise DeBartolo York |  | Director                                                                                                                          |  | March 13, 2008
|/s/STEPHEN E. STERRETTStephen E. Sterrett           |  | Executive Vice President
and Chief Financial Officer of
Simon Property Group, Inc., General Partner
(Principal Financial Officer) |  | March 13, 2008
|/s/JOHN DAHLJohn Dahl                               |  | Senior Vice President
and Chief Accounting Officer of
Simon Property Group, Inc., General Partner
(Principal Accounting Officer)  |  | March 13, 2008

114

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2007
(Dollars in thousands)

|                                                    |  |   |         | Initial Cost (Note 3) |   | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |         |  |   |       
|--------------------------------------------------- |  | - | ------- | --------------------- | - | --------------------------------------------------- |  | ------------------------------------------------- | ------- |  | - | ------
|
|Regional Malls                                      |  |   |         |                       |   |                                                     |  |                                                   |         |  |   |       
|Anderson Mall, Anderson, SC                         |  | $ | 28,206  |                       | $ | 1,712                                               |  | $                                                 | 15,227  |  | $ | 1,363 
|Arsenal Mall, Watertown, MA                         |  |   | 32,041  |                       |   | 15,505                                              |  |                                                   | 47,680  |  |   |      
|Bangor Mall, Bangor, ME                             |  |   | 80,000  |                       |   | 5,478                                               |  |                                                   | 59,740  |  |   |      
|Barton Creek Square, Austin, TX                     |  |   |        |                       |   | 2,903                                               |  |                                                   | 20,929  |  |   | 7,983 
|Battlefield Mall, Springfield, MO                   |  |   | 96,217  |                       |   | 3,919                                               |  |                                                   | 27,231  |  |   | 3,225 
|Bay Park Square, Green Bay, WI                      |  |   |        |                       |   | 6,358                                               |  |                                                   | 25,623  |  |   | 4,133 
|Bowie Town Center, Bowie, MD                        |  |   |        |                       |   | 2,710                                               |  |                                                   | 65,044  |  |   | 235   
|Boynton Beach Mall, Boynton Beach, FL               |  |   |        |                       |   | 22,240                                              |  |                                                   | 78,804  |  |   | 4,666 
|Brea Mall, Brea, CA                                 |  |   |        |                       |   | 39,500                                              |  |                                                   | 209,202 |  |   |      
|Broadway Square, Tyler, TX                          |  |   |        |                       |   | 11,470                                              |  |                                                   | 32,431  |  |   |      
|Brunswick Square, East Brunswick, NJ                |  |   | 84,581  |                       |   | 8,436                                               |  |                                                   | 55,838  |  |   |      
|Burlington Mall, Burlington, MA                     |  |   |        |                       |   | 46,600                                              |  |                                                   | 303,618 |  |   | 19,600
|Castleton Square, Indianapolis, IN                  |  |   |        |                       |   | 26,250                                              |  |                                                   | 98,287  |  |   | 7,434 
|Century III Mall, West Mifflin, PA                  |  |   | 83,261  |                       |   | 17,380                                              |  |                                                   | 102,364 |  |   | 10    
|Charlottesville Fashion Square, Charlottesville, VA |  |   |        |                       |   |                                                    |  |                                                   | 54,738  |  |   |      
|Chautauqua Mall, Lakewood, NY                       |  |   |        |                       |   | 3,257                                               |  |                                                   | 9,641   |  |   |      
|Chesapeake Square, Chesapeake, VA                   |  |   | 71,771  |                       |   | 11,534                                              |  |                                                   | 70,461  |  |   |      
|Cielo Vista Mall, El Paso, TX                       |  |   |        |                       |   | 1,005                                               |  |                                                   | 15,262  |  |   | 608   
|College Mall, Bloomington, IN                       |  |   | 41,445  |                       |   | 1,003                                               |  |                                                   | 16,245  |  |   | 720   
|Columbia Center, Kennewick, WA                      |  |   |        |                       |   | 17,441                                              |  |                                                   | 66,580  |  |   |      
|Copley Place, Boston, MA                            |  |   | 191,000 |                       |   |                                                    |  |                                                   | 378,045 |  |   |      
|Coral Square, Coral Springs, FL                     |  |   | 84,489  |                       |   | 13,556                                              |  |                                                   | 93,630  |  |   |      
|Cordova Mall, Pensacola, FL                         |  |   |        |                       |   | 18,626                                              |  |                                                   | 73,091  |  |   | 7,321 
|Cottonwood Mall, Albuquerque, NM                    |  |   |        |                       |   | 10,122                                              |  |                                                   | 69,958  |  |   |      
|Crossroads Mall, Omaha, NE                          |  |   | 41,816  |                       |   | 639                                                 |  |                                                   | 30,658  |  |   | 409   
|Crystal River Mall, Crystal River, FL               |  |   | 15,135  |                       |   | 5,393                                               |  |                                                   | 20,241  |  |   |      
|DeSoto Square, Bradenton, FL                        |  |   | 64,153  |                       |   | 9,011                                               |  |                                                   | 52,675  |  |   |      
|Domain, The, Austin, TX                             |  |   |        |                       |   | 39,503                                              |  |                                                   | 183,630 |  |   |      
|Edison Mall, Fort Myers, FL                         |  |   |        |                       |   | 11,529                                              |  |                                                   | 107,350 |  |   |      
|Fashion Mall at Keystone, Indianapolis, IN          |  |   |        |                       |   |                                                    |  |                                                   | 120,579 |  |   |      
|Firewheel Town Center, Garland, TX                  |  |   |        |                       |   | 8,636                                               |  |                                                   | 82,627  |  |   |      
|Forest Mall, Fond Du Lac, WI                        |  |   | 16,746  |                       |   | 721                                                 |  |                                                   | 4,491   |  |   |      
|Forum Shops at Caesars, The, Las Vegas, NV          |  |   | 533,470 |                       |   |                                                    |  |                                                   | 276,378 |  |   |      

115

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2007
(Dollars in thousands)

|                                            |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |         |  |       
|------------------------------------------- |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------- |  | ------
|
|Great Lakes Mall, Mentor, OH                |  |        |  | 12,302                |  | 100,362                                             |  |                                                  |  | 10,384  |  | 12,302
|Greenwood Park Mall, Greenwood, IN          |  | 80,130  |  | 2,423                 |  | 23,445                                              |  | 5,275                                             |  | 111,180 |  | 7,698 
|Gulf View Square, Port Richey, FL           |  |        |  | 13,690                |  | 39,991                                              |  | 2,023                                             |  | 18,939  |  | 15,713
|Gwinnett Place, Duluth, GA                  |  | 115,000 |  | 20,222                |  | 141,191                                             |  |                                                  |  | 549     |  | 20,222
|Haywood Mall, Greenville, SC                |  |        |  | 11,585                |  | 133,893                                             |  | 6                                                 |  | 18,608  |  | 11,591
|Independence Center, Independence, MO       |  | 200,000 |  | 5,042                 |  | 45,798                                              |  |                                                  |  | 30,746  |  | 5,042 
|Ingram Park Mall, San Antonio, TX           |  | 78,372  |  | 733                   |  | 17,163                                              |  | 73                                                |  | 18,447  |  | 806   
|Irving Mall, Irving, TX                     |  |        |  | 6,737                 |  | 17,479                                              |  | 2,533                                             |  | 37,362  |  | 9,270 
|Jefferson Valley Mall, Yorktown Heights, NY |  |        |  | 4,868                 |  | 30,304                                              |  |                                                  |  | 23,716  |  | 4,868 
|Knoxville Center, Knoxville, TN             |  | 59,348  |  | 5,006                 |  | 21,617                                              |  | 3,712                                             |  | 34,529  |  | 8,718 
|La Plaza Mall, McAllen, TX                  |  |        |  | 1,375                 |  | 9,828                                               |  | 6,569                                             |  | 36,392  |  | 7,944 
|Laguna Hills Mall, Laguna Hills, CA         |  |        |  | 27,928                |  | 55,446                                              |  |                                                  |  | 11,628  |  | 27,928
|Lakeline Mall, Austin, TX                   |  |        |  | 10,088                |  | 81,568                                              |  | 14                                                |  | 8,292   |  | 10,102
|Lenox Square, Atlanta, GA                   |  |        |  | 38,213                |  | 492,411                                             |  |                                                  |  | 56,412  |  | 38,213
|Lima Mall, Lima, OH                         |  |        |  | 7,662                 |  | 35,338                                              |  |                                                  |  | 9,285   |  | 7,662 
|Lincolnwood Town Center, Lincolnwood, IL    |  |        |  | 7,907                 |  | 63,480                                              |  | 28                                                |  | 6,987   |  | 7,935 
|Livingston Mall, Livingston, NJ             |  |        |  | 30,200                |  | 105,250                                             |  |                                                  |  | 23,726  |  | 30,200
|Longview Mall, Longview, TX                 |  | 31,338  |  | 259                   |  | 3,567                                               |  | 124                                               |  | 7,980   |  | 383   
|Mall of Georgia, Mill Creek, GA             |  | 188,621 |  | 47,492                |  | 326,633                                             |  |                                                  |  | 2,604   |  | 47,492
|Maplewood Mall, Minneapolis, MN             |  |        |  | 17,119                |  | 80,758                                              |  |                                                  |  | 11,377  |  | 17,119
|Markland Mall, Kokomo, IN                   |  | 22,172  |  |                      |  | 7,568                                               |  |                                                  |  | 7,871   |  |      
|McCain Mall, N. Little Rock, AR             |  |        |  |                      |  | 9,515                                               |  |                                                  |  | 11,633  |  |      
|Melbourne Square, Melbourne, FL             |  |        |  | 15,762                |  | 55,891                                              |  | 4,160                                             |  | 25,376  |  | 19,922
|Menlo Park Mall, Edison, NJ                 |  |        |  | 65,684                |  | 223,252                                             |  |                                                  |  | 31,678  |  | 65,684
|Midland Park Mall, Midland, TX              |  | 32,369  |  | 687                   |  | 9,213                                               |  |                                                  |  | 11,681  |  | 687   
|Miller Hill Mall, Duluth, MN                |  |        |  | 2,537                 |  | 18,092                                              |  |                                                  |  | 24,797  |  | 2,537 
|Montgomery Mall, Montgomeryville, PA        |  | 91,018  |  | 27,105                |  | 86,915                                              |  |                                                  |  | 17,675  |  | 27,105
|Muncie Mall, Muncie, IN                     |  | 7,518   |  | 172                   |  | 5,776                                               |  | 52                                                |  | 27,255  |  | 224   
|Nanuet Mall, Nanuet, NY                     |  |        |  | 27,310                |  | 162,993                                             |  |                                                  |  | 3,093   |  | 27,310
|North East Mall, Hurst, TX                  |  |        |  | 128                   |  | 12,966                                              |  | 19,010                                            |  | 148,871 |  | 19,138
|Northfield Square Mall, Bourbonnais, IL     |  | 29,742  |  | 362                   |  | 53,396                                              |  |                                                  |  | 1,015   |  | 362   
|Northgate Mall, Seattle, WA                 |  |        |  | 24,392                |  | 115,992                                             |  |                                                  |  | 90,176  |  | 24,392
|Northlake Mall, Atlanta, GA                 |  | 68,466  |  | 33,400                |  | 98,035                                              |  |                                                  |  | 4,146   |  | 33,400
|Northwoods Mall, Peoria, IL                 |  |        |  | 1,185                 |  | 12,779                                              |  | 2,451                                             |  | 36,223  |  | 3,636 
|Oak Court Mall, Memphis, TN                 |  |        |  | 15,673                |  | 57,304                                              |  |                                                  |  | 8,740   |  | 15,673
|Ocean County Mall, Toms River, NJ           |  |        |  | 20,404                |  | 124,945                                             |  |                                                  |  | 22,375  |  | 20,404

116

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2007
(Dollars in thousands)

|                                               |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |         |  |        
|---------------------------------------------- |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------- |  | -------
|
|Orange Park Mall, Orange Park, FL              |  |        |  | 12,998                |  | 65,121                                              |  |                                                  |  | 37,497  |  | 12,998 
|Orland Square, Orland Park, IL                 |  |        |  | 35,514                |  | 129,906                                             |  |                                                  |  | 20,444  |  | 35,514 
|Oxford Valley Mall, Langhorne, PA              |  | 77,451  |  | 24,544                |  | 100,287                                             |  |                                                  |  | 4,514   |  | 24,544 
|Paddock Mall, Ocala, FL                        |  |        |  | 11,198                |  | 39,727                                              |  |                                                  |  | 9,819   |  | 11,198 
|Palm Beach Mall, West Palm Beach, FL           |  | 51,781  |  | 11,962                |  | 112,437                                             |  |                                                  |  | 36,378  |  | 11,962 
|Penn Square Mall, Oklahoma City, OK            |  | 67,079  |  | 2,043                 |  | 155,958                                             |  |                                                  |  | 27,562  |  | 2,043  
|Pheasant Lane Mall, Nashua, NH                 |  |        |  | 3,902                 |  | 155,068                                             |  | 550                                               |  | 12,940  |  | 4,452  
|Phipps Plaza, Atlanta, GA                      |  |        |  | 19,200                |  | 210,610                                             |  |                                                  |  | 20,238  |  | 19,200 
|Plaza Carolina, Carolina, PR                   |  | 242,548 |  | 15,493                |  | 279,560                                             |  |                                                  |  | 5,027   |  | 15,493 
|Port Charlotte Town Center, Port Charlotte, FL |  | 51,517  |  | 5,471                 |  | 58,570                                              |  |                                                  |  | 15,153  |  | 5,471  
|Prien Lake Mall, Lake Charles, LA              |  |        |  | 1,842                 |  | 2,813                                               |  | 3,091                                             |  | 38,012  |  | 4,933  
|Raleigh Springs Mall, Memphis, TN              |  |        |  | 9,137                 |  | 28,604                                              |  |                                                  |  | 12,983  |  | 9,137  
|Richmond Town Square, Richmond Heights, OH     |  | 45,466  |  | 2,600                 |  | 12,112                                              |  |                                                  |  | 61,013  |  | 2,600  
|River Oaks Center, Calumet City, IL            |  |        |  | 30,884                |  | 101,224                                             |  |                                                  |  | 10,460  |  | 30,884 
|Rockaway Townsquare, Rockaway, NJ              |  |        |  | 44,116                |  | 212,257                                             |  | 27                                                |  | 21,162  |  | 44,143 
|Rolling Oaks Mall, San Antonio, TX             |  |        |  | 1,929                 |  | 38,609                                              |  |                                                  |  | 14,995  |  | 1,929  
|Roosevelt Field, Garden City, NY               |  |        |  | 164,058               |  | 702,008                                             |  | 2,117                                             |  | 37,986  |  | 166,175
|Ross Park Mall, Pittsburgh, PA                 |  |        |  | 23,541                |  | 90,203                                              |  |                                                  |  | 49,793  |  | 23,541 
|Santa Rosa Plaza, Santa Rosa, CA               |  |        |  | 10,400                |  | 87,864                                              |  |                                                  |  | 9,679   |  | 10,400 
|Shops at Mission Viejo, The, Mission Viejo, CA |  |        |  | 9,139                 |  | 54,445                                              |  | 7,491                                             |  | 145,094 |  | 16,630 
|South Hills Village, Pittsburgh, PA            |  |        |  | 23,445                |  | 125,840                                             |  |                                                  |  | 15,415  |  | 23,445 
|South Shore Plaza, Braintree, MA               |  |        |  | 101,200               |  | 301,495                                             |  |                                                  |  | 43,169  |  | 101,200
|Southern Park Mall, Boardman, OH               |  |        |  | 16,982                |  | 77,767                                              |  | 97                                                |  | 22,785  |  | 17,079 
|SouthPark, Charlotte, NC                       |  |        |  | 32,141                |  | 188,004                                             |  | 100                                               |  | 163,731 |  | 32,241 
|St Charles Towne Center, Waldorf, MD           |  |        |  | 7,710                 |  | 52,934                                              |  | 1,180                                             |  | 27,269  |  | 8,890  
|Stanford Shopping Center, Palo Alto, CA        |  | 220,000 |  |                      |  | 339,537                                             |  |                                                  |  | 4,167   |  |       
|Summit Mall, Akron, OH                         |  | 65,000  |  | 15,374                |  | 51,137                                              |  |                                                  |  | 31,896  |  | 15,374 
|Sunland Park Mall, El Paso, TX                 |  | 34,558  |  | 2,896                 |  | 28,900                                              |  |                                                  |  | 6,753   |  | 2,896  
|Tacoma Mall, Tacoma, WA                        |  | 124,796 |  | 37,803                |  | 125,826                                             |  |                                                  |  | 47,096  |  | 37,803 
|Tippecanoe Mall, Lafayette, IN                 |  |        |  | 2,897                 |  | 8,439                                               |  | 5,517                                             |  | 44,645  |  | 8,414  
|Town Center at Aurora, Aurora, CO              |  |        |  | 9,959                 |  | 56,766                                              |  | 6                                                 |  | 55,602  |  | 9,965  
|Town Center at Boca Raton, Boca Raton, FL      |  |        |  | 64,200                |  | 307,279                                             |  |                                                  |  | 140,034 |  | 64,200 
|Town Center at Cobb, Kennesaw, GA              |  | 280,000 |  | 31,759                |  | 158,225                                             |  |                                                  |  | 1,723   |  | 31,759 
|Towne East Square, Wichita, KS                 |  | 64,557  |  | 8,525                 |  | 18,479                                              |  | 1,429                                             |  | 32,130  |  | 9,954  

117

---



SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2007
(Dollars in thousands)

|                                                 |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |        |  |       
|------------------------------------------------ |  | ------- |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------ |  | ------
|
|Towne West Square, Wichita, KS                   |  | 51,302  |  | 972                   |  | 21,203                                              |  | 61                                                |  | 11,662 |  | 1,033 
|Treasure Coast Square, Jensen Beach, FL          |  |        |  | 11,124                |  | 72,990                                              |  | 3,067                                             |  | 29,027 |  | 14,191
|Tyrone Square, St. Petersburg, FL                |  |        |  | 15,638                |  | 120,962                                             |  |                                                  |  | 27,798 |  | 15,638
|University Mall, Pensacola, FL                   |  | 100,000 |  | 4,256                 |  | 26,657                                              |  |                                                  |  | 3,615  |  | 4,256 
|University Park Mall, Mishawaka, IN              |  |        |  | 16,768                |  | 112,158                                             |  | 7,000                                             |  | 26,344 |  | 23,768
|Upper Valley Mall, Springfield, OH               |  | 47,904  |  | 8,421                 |  | 38,745                                              |  |                                                  |  | 8,261  |  | 8,421 
|Valle Vista Mall, Harlingen, TX                  |  | 40,000  |  | 1,398                 |  | 17,159                                              |  | 372                                               |  | 14,336 |  | 1,770 
|Virginia Center Commons, Glen Allen, VA          |  |        |  | 9,764                 |  | 50,547                                              |  | 4,149                                             |  | 8,848  |  | 13,913
|Walt Whitman Mall, Huntington Station, NY        |  |        |  | 51,700                |  | 111,258                                             |  | 3,789                                             |  | 42,209 |  | 55,489
|Washington Square, Indianapolis, IN              |  | 30,552  |  | 16,800                |  | 36,495                                              |  | 462                                               |  | 27,556 |  | 17,262
|West Ridge Mall, Topeka, KS                      |  | 68,711  |  | 5,453                 |  | 34,132                                              |  | 1,168                                             |  | 14,684 |  | 6,621 
|Westminster Mall, Westminster, CA                |  |        |  | 43,464                |  | 84,709                                              |  |                                                  |  | 20,121 |  | 43,464
|White Oaks Mall, Springfield, IL                 |  | 50,000  |  | 3,024                 |  | 35,692                                              |  | 2,241                                             |  | 34,289 |  | 5,265 
|Wolfchase Galleria, Memphis, TN                  |  | 225,000 |  | 15,881                |  | 128,276                                             |  |                                                  |  | 9,365  |  | 15,881
|Woodland Hills Mall, Tulsa, OK                   |  | 80,144  |  | 34,211                |  | 187,123                                             |  |                                                  |  | 10,718 |  | 34,211
|Premium Outlet Centers                           |  |         |  |                       |  |                                                     |  |                                                   |  |        |  |       
|Albertville Premium Outlets, Albertville, MN     |  |        |  | 3,900                 |  | 97,059                                              |  |                                                  |  | 2,659  |  | 3,900 
|Allen Premium Outlets, Allen, TX                 |  |        |  | 13,855                |  | 43,687                                              |  | 97                                                |  | 22,224 |  | 13,952
|Aurora Farms Premium Outlets, Aurora, OH         |  |        |  | 2,370                 |  | 24,326                                              |  |                                                  |  | 1,920  |  | 2,370 
|Camarillo Premium Outlets, Camarillo, CA         |  |        |  | 16,670                |  | 224,721                                             |  |                                                  |  | 7,510  |  | 16,670
|Carlsbad Premium Outlets, Carlsbad, CA           |  |        |  | 12,890                |  | 184,990                                             |  | 96                                                |  | 914    |  | 12,986
|Carolina Premium Outlets, Smithfield, NC         |  | 19,973  |  | 3,170                 |  | 59,863                                              |  |                                                  |  | 1,330  |  | 3,170 
|Chicago Premium Outlets, Aurora, IL              |  |        |  | 659                   |  | 118,005                                             |  | 6,448                                             |  | 13,337 |  | 7,107 
|Clinton Crossings Premium Outlets, Clinton, CT   |  |        |  | 2,060                 |  | 107,557                                             |  | 32                                                |  | 989    |  | 2,092 
|Columbia Gorge Premium Outlets, Troutdale, OR    |  |        |  | 7,900                 |  | 16,492                                              |  |                                                  |  | 745    |  | 7,900 
|Desert Hills Premium Outlets, Cabazon, CA        |  |        |  | 3,440                 |  | 338,679                                             |  |                                                  |  | 1,135  |  | 3,440 
|Edinburgh Premium Outlets, Edinburgh, IN         |  |        |  | 2,857                 |  | 47,309                                              |  |                                                  |  | 10,673 |  | 2,857 
|Folsom Premium Outlets, Folsom, CA               |  |        |  | 9,060                 |  | 50,281                                              |  |                                                  |  | 1,698  |  | 9,060 
|Gilroy Premium Outlets, Gilroy, CA               |  | 62,423  |  | 9,630                 |  | 194,122                                             |  |                                                  |  | 3,416  |  | 9,630 
|Jackson Premium Outlets, Jackson, NJ             |  |        |  | 6,413                 |  | 104,013                                             |  | 3                                                 |  | 2,399  |  | 6,416 
|Johnson Creek Premium Outlets, Johnson Creek, WI |  |        |  | 2,800                 |  | 39,546                                              |  |                                                  |  | 2,930  |  | 2,800 
|Kittery Premium Outlets, Kittery, ME             |  | 10,334  |  | 11,832                |  | 94,994                                              |  |                                                  |  | 4,079  |  | 11,832
|Las Americas Premium Outlets, San Diego, CA      |  | 180,000 |  | 45,168                |  | 251,634                                             |  |                                                  |  | 1,037  |  | 45,168
|Las Vegas Outlet Center, Las Vegas, NV           |  |        |  | 13,085                |  | 160,777                                             |  |                                                  |  | 3,401  |  | 13,085
|Las Vegas Premium Outlets, Las Vegas, NV         |  |        |  | 25,435                |  | 134,973                                             |  |                                                  |  | 53,834 |  | 25,435

118

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2007
(Dollars in thousands)

|                                                    |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |        |  |       
|--------------------------------------------------- |  | ------ |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------ |  | ------
|
|Leesburg Corner Premium Outlets, Leesburg, VA       |  |       |  | 7,190                 |  | 162,023                                             |  |                                                  |  | 2,337  |  | 7,190 
|Liberty Village Premium Outlets, Flemington, NJ     |  |       |  | 5,670                 |  | 28,904                                              |  |                                                  |  | 1,202  |  | 5,670 
|Lighthouse Place Premium Outlets, Michigan City, IN |  | 43,073 |  | 6,630                 |  | 94,138                                              |  |                                                  |  | 3,459  |  | 6,630 
|Napa Premium Outlets, Napa, CA                      |  |       |  | 11,400                |  | 45,023                                              |  |                                                  |  | 1,069  |  | 11,400
|North Georgia Premium Outlets, Dawsonville, GA      |  |       |  | 4,300                 |  | 132,325                                             |  |                                                  |  | 1,128  |  | 4,300 
|Orlando Premium Outlets, Orlando, FL                |  |       |  | 14,040                |  | 304,410                                             |  | 15,855                                            |  | 23,280 |  | 29,895
|Osage Beach Premium Outlets, Osage Beach, MO        |  |       |  | 9,460                 |  | 85,804                                              |  | 3                                                 |  | 2,197  |  | 9,463 
|Petaluma Village Premium Outlets, Petaluma, CA      |  |       |  | 13,322                |  | 14,067                                              |  |                                                  |  | 2,157  |  | 13,322
|Philadelphia Premium Outlets, Limerick, PA          |  |       |  | 16,676                |  | 105,249                                             |  |                                                  |  |       |  | 16,676
|Rio Grande Valley Premium Outlets, Mercedes, TX     |  |       |  | 12,693                |  | 41,547                                              |  | 1                                                 |  | 19,133 |  | 12,694
|Round Rock Premium Outlets, Round Rock, TX          |  |       |  | 22,911                |  | 82,252                                              |  |                                                  |  | 5,245  |  | 22,911
|Seattle Premium Outlets, Seattle, WA                |  |       |  | 13,557                |  | 103,722                                             |  | 12                                                |  | 2,876  |  | 13,569
|St. Augustine Premium Outlets, St. Augustine, FL    |  |       |  | 6,090                 |  | 57,670                                              |  | 2                                                 |  | 5,041  |  | 6,092 
|The Crossings Premium Outlets, Tannersville, PA     |  | 55,385 |  | 7,720                 |  | 172,931                                             |  |                                                  |  | 7,795  |  | 7,720 
|Vacaville Premium Outlets, Vacaville, CA            |  |       |  | 9,420                 |  | 84,856                                              |  |                                                  |  | 2,892  |  | 9,420 
|Waikele Premium Outlets, Waipahu, HI                |  |       |  | 22,630                |  | 77,316                                              |  |                                                  |  | 922    |  | 22,630
|Waterloo Premium Outlets, Waterloo, NY              |  | 34,692 |  | 3,230                 |  | 75,277                                              |  |                                                  |  | 5,042  |  | 3,230 
|Woodbury Common Premium Outlets, Central Valley, NY |  |       |  | 11,110                |  | 862,557                                             |  | 1,658                                             |  | 1,735  |  | 12,768
|Wrentham Village Premium Outlets, Wrentham, MA      |  |       |  | 4,900                 |  | 282,031                                             |  |                                                  |  | 2,256  |  | 4,900 
|Community/Lifestyle Centers                         |  |        |  |                       |  |                                                     |  |                                                   |  |        |  |       
|Arboretum at Great Hills, Austin, TX                |  |       |  | 7,640                 |  | 36,774                                              |  | 71                                                |  | 8,642  |  | 7,711 
|Bloomingdale Court, Bloomingdale, IL                |  | 27,080 |  | 8,748                 |  | 26,184                                              |  |                                                  |  | 9,481  |  | 8,748 
|Brightwood Plaza, Indianapolis, IN                  |  |       |  | 65                    |  | 128                                                 |  |                                                  |  | 337    |  | 65    
|Charles Towne Square, Charleston, SC                |  |       |  |                      |  | 1,768                                               |  | 370                                               |  | 10,636 |  | 370   
|Chesapeake Center, Chesapeake, VA                   |  |       |  | 5,352                 |  | 12,279                                              |  |                                                  |  | 556    |  | 5,352 

119

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2007
(Dollars in thousands)

|                                          |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which
Carried At Close of Period |  |        |  |       
|----------------------------------------- |  | ------ |  | --------------------- |  | --------------------------------------------------- |  | ------------------------------------------------- |  | ------ |  | ------
|
|Countryside Plaza, Countryside, IL        |  |       |  | 332                   |  | 8,507                                               |  | 2,554                                             |  | 8,546  |  | 2,886 
|Dare Centre, Kill Devil Hills, NC         |  | 1,663  |  |                      |  | 5,702                                               |  |                                                  |  | 204    |  |      
|DeKalb Plaza, King of Prussia, PA         |  | 3,189  |  | 1,955                 |  | 3,405                                               |  |                                                  |  | 1,062  |  | 1,955 
|Eastland Plaza, Tulsa, OK                 |  |       |  | 651                   |  | 3,680                                               |  |                                                  |  | 85     |  | 651   
|Forest Plaza, Rockford, IL                |  | 14,853 |  | 4,132                 |  | 16,818                                              |  | 453                                               |  | 2,940  |  | 4,585 
|Gateway Shopping Centers, Austin, TX      |  | 87,000 |  | 24,549                |  | 81,437                                              |  |                                                  |  | 7,084  |  | 24,549
|Great Lakes Plaza, Mentor, OH             |  |       |  | 1,028                 |  | 2,025                                               |  |                                                  |  | 3,668  |  | 1,028 
|Greenwood Plus, Greenwood, IN             |  |       |  | 1,131                 |  | 1,792                                               |  |                                                  |  | 3,773  |  | 1,131 
|Henderson Square, King of Prussia, PA     |  | 14,846 |  | 4,223                 |  | 15,124                                              |  |                                                  |  | 147    |  | 4,223 
|Highland Lakes Center, Orlando, FL        |  | 15,436 |  | 7,138                 |  | 25,284                                              |  |                                                  |  | 1,450  |  | 7,138 
|Ingram Plaza, San Antonio, TX             |  |       |  | 421                   |  | 1,802                                               |  | 4                                                 |  | 59     |  | 425   
|Keystone Shoppes, Indianapolis, IN        |  |       |  |                      |  | 4,232                                               |  |                                                  |  | 968    |  |      
|Knoxville Commons, Knoxville, TN          |  |       |  | 3,731                 |  | 5,345                                               |  |                                                  |  | 1,738  |  | 3,731 
|Lake Plaza, Waukegan, IL                  |  |       |  | 2,487                 |  | 6,420                                               |  |                                                  |  | 1,059  |  | 2,487 
|Lake View Plaza, Orland Park, IL          |  | 19,744 |  | 4,702                 |  | 17,543                                              |  |                                                  |  | 12,450 |  | 4,702 
|Lakeline Plaza, Austin, TX                |  | 21,647 |  | 5,822                 |  | 30,875                                              |  |                                                  |  | 7,399  |  | 5,822 
|Lima Center, Lima, OH                     |  |       |  | 1,808                 |  | 5,151                                               |  |                                                  |  | 6,788  |  | 1,808 
|Lincoln Crossing, O'Fallon, IL            |  | 2,988  |  | 674                   |  | 2,192                                               |  |                                                  |  | 598    |  | 674   
|Lincoln Plaza, King of Prussia, PA        |  |       |  |                      |  | 21,299                                              |  |                                                  |  | 1,827  |  |      
|MacGregor Village, Cary, NC               |  | 6,689  |  | 502                   |  | 8,897                                               |  |                                                  |  | 192    |  | 502   
|Mall of Georgia Crossing, Mill Creek, GA  |  |       |  | 9,506                 |  | 32,892                                              |  |                                                  |  | 111    |  | 9,506 
|Markland Plaza, Kokomo, IN                |  |       |  | 206                   |  | 738                                                 |  |                                                  |  | 6,205  |  | 206   
|Martinsville Plaza, Martinsville, VA      |  |       |  |                      |  | 584                                                 |  |                                                  |  | 328    |  |      
|Matteson Plaza, Matteson, IL              |  | 8,695  |  | 1,771                 |  | 9,737                                               |  |                                                  |  | 2,534  |  | 1,771 
|Muncie Plaza, Muncie, IN                  |  |       |  | 267                   |  | 10,509                                              |  | 87                                                |  | 1,313  |  | 354   
|New Castle Plaza, New Castle, IN          |  |       |  | 128                   |  | 1,621                                               |  |                                                  |  | 1,435  |  | 128   
|North Ridge Plaza, Joliet, IL             |  | 8,169  |  | 2,831                 |  | 7,699                                               |  |                                                  |  | 3,172  |  | 2,831 
|North Ridge Shopping Center, Raleigh, NC  |  |       |  | 385                   |  | 12,838                                              |  |                                                  |  | 407    |  | 385   
|Northwood Plaza, Fort Wayne, IN           |  |       |  | 148                   |  | 1,414                                               |  |                                                  |  | 1,406  |  | 148   
|Palms Crossing, McAllen, TX               |  |       |  | 14,282                |  | 45,925                                              |  |                                                  |  |       |  | 14,282
|Park Plaza, Hopkinsville, KY              |  |       |  | 300                   |  | 1,572                                               |  |                                                  |  | 225    |  | 300   
|Regency Plaza, St. Charles, MO            |  | 4,075  |  | 616                   |  | 4,963                                               |  |                                                  |  | 569    |  | 616   
|Rockaway Convenience Center, Rockaway, NJ |  |       |  | 5,149                 |  | 26,435                                              |  |                                                  |  | 6,525  |  | 5,149 
|Rockaway Town Plaza, Rockaway, NJ         |  |       |  |                      |  | 15,295                                              |  |                                                  |  | 1,695  |  |      
|Shops at Arbor Walk, Austin, TX           |  |       |  | 930                   |  | 42,546                                              |  |                                                  |  | 5,253  |  | 930   

120

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SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2007
(Dollars in thousands)

|                                                |  |   |           | Initial Cost (Note 3) |           | Cost Capitalized Subsequent to Acquisition (Note 3) |   | Gross Amounts At Which
Carried At Close of Period |  |   |         | 
|----------------------------------------------- |  | - | --------- | --------------------- | --------- | --------------------------------------------------- | - | ------------------------------------------------- |  | - | ------- | 
|
|Shops at North East Mall, The, Hurst, TX        |  |   |          |                       | 12,541    |                                                     |   | 28,177                                            |  |   | 402     | 
|St. Charles Towne Plaza, Waldorf, MD            |  |   | 26,083    |                       | 8,377     |                                                     |   | 18,993                                            |  |   |        | 
|Teal Plaza, Lafayette, IN                       |  |   |          |                       | 99        |                                                     |   | 878                                               |  |   |        | 
|Terrace at the Florida Mall, Orlando, FL        |  |   |          |                       | 2,150     |                                                     |   | 7,623                                             |  |   |        | 
|Tippecanoe Plaza, Lafayette, IN                 |  |   |          |                       |          |                                                     |   | 745                                               |  |   | 234     | 
|University Center, Mishawaka, IN                |  |   |          |                       | 3,071     |                                                     |   | 7,413                                             |  |   |        | 
|Washington Plaza, Indianapolis, IN              |  |   |          |                       | 941       |                                                     |   | 1,697                                             |  |   |        | 
|Waterford Lakes Town Center, Orlando, FL        |  |   |          |                       | 8,679     |                                                     |   | 72,836                                            |  |   |        | 
|West Ridge Plaza, Topeka, KS                    |  |   | 5,254     |                       | 1,376     |                                                     |   | 4,560                                             |  |   |        | 
|White Oaks Plaza, Springfield, IL               |  |   | 16,031    |                       | 3,169     |                                                     |   | 14,267                                            |  |   |        | 
|Wolf Ranch, Georgetown, TX                      |  |   |          |                       | 22,118    |                                                     |   | 51,509                                            |  |   |        | 
|Other Properties                                |  |   |           |                       |           |                                                     |   |                                                   |  |   |         | 
|Crossville Outlet Center, Crossville, TN        |  |   |          |                       | 263       |                                                     |   | 4,380                                             |  |   |        | 
|Factory Merchants Branson, Branson, MO          |  |   |          |                       | 1,383     |                                                     |   | 19,637                                            |  |   | 1       | 
|Factory Shoppes at Branson Meadows, Branson, MO |  |   | 9,289     |                       |          |                                                     |   | 5,206                                             |  |   |        | 
|Factory Stores of America  Boaz, AL            |  |   | 2,717     |                       |          |                                                     |   | 924                                               |  |   |        | 
|Factory Stores of America  Georgetown, KY      |  |   | 6,438     |                       | 148       |                                                     |   | 3,610                                             |  |   |        | 
|Factory Stores of America  Graceville, FL      |  |   | 1,912     |                       | 12        |                                                     |   | 408                                               |  |   |        | 
|Factory Stores of America  Lebanon. MO         |  |   | 1,607     |                       | 24        |                                                     |   | 214                                               |  |   |        | 
|Factory Stores of America  Nebraska City, NE   |  |   | 1,510     |                       | 26        |                                                     |   | 566                                               |  |   |        | 
|Factory Stores of America  Story City, IA      |  |   | 1,867     |                       | 7         |                                                     |   | 526                                               |  |   |        | 
|Factory Stores of North Bend, North Bend, WA    |  |   |          |                       | 2,143     |                                                     |   | 36,197                                            |  |   |        | 
|Development Projects                            |  |   |           |                       |           |                                                     |   |                                                   |  |   |         | 
|Houston Premium Outlets, Cypress, TX            |  |   |          |                       | 21,159    |                                                     |   | 69,350                                            |  |   |        | 
|Jersey Shore Premium Outlets, Tinton Falls, NJ  |  |   |          |                       |          |                                                     |   | 50,979                                            |  |   |        | 
|Pier Park, Panama City Beach, FL                |  |   |          |                       | 22,814    |                                                     |   | 71,988                                            |  |   |        | 
|                                                |  |   |           |                       |           |                                                     |   |                                                   |  |   |         | 
|Other pre-development costs                     |  |   |          |                       | 83,674    |                                                     |   | 43,263                                            |  |   | 1,268   | 
|Other                                           |  |   |          |                       | 4,733     |                                                     |   | 3,698                                             |  |   | 665     | 
|                                                |  |   |           |                       |           |                                                     |   |                                                   |  |   |         | 
|                                                |  | $ | 5,201,453 |                       | 2,660,485 |                                                     | $ | 17,448,774                                        |  | $ | 177,967 | 
|                                                |  |   |           |                       |           |                                                     |   |                                                   |  |   |         | 

121

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Simon Property Group, L.P. and Subsidiaries
Notes to Schedule III as of December 31, 2007
(Dollars in thousands

(1)    Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2007, 2006, and 2005 are as follows:

2007

2006

2005Balance, beginning of year

$
22,644,299

$
21,551,247

$
21,082,582Acquisitions and consolidations


743,457


402,095


294,654Improvements


1,057,663


772,806


661,569Disposals and de-consolidations


(282,052
)

(81,849
)

(487,558
)Balance, close of year

$
24,163,367

$
22,644,299

$
21,551,247


The
unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2007 was $18,506,993.

(2)    Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2007, 2006, and 2005 are as follows:

2007

2006

2005Balance, beginning of year

$
4,479,198

$
3,694,807

$
3,066,604Acquisitions and consolidations (5)


12,714


64,818


2,627Depreciation expense


808,041


767,726


768,028Disposals


(131,388
)

(48,153
)

(142,452
)Balance, close of year

$
5,168,565

$
4,479,198

$
3,694,807


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:

122

---



|Exhibits |  |                                                                                                                                                                                                                                                                                                                                                                         
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2        |  | 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 Incorporation 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      |  | Seventh Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 3.1 of its Annual Report on Form 10-K for 2001 filed by Simon Property Group, L.P.).                                                                                                                                                                                   
|3.3      |  | Amended and Restated Supplement to Seventh Amended and Restated Limited Partnership Agreement (Exhibits B-1 and B-2) dated October 14, 2004 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed
by Simon Property Group, L.P. on October 20, 2004).                                                                                       
|3.4      |  | 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.                                                                                                         
|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     |  | Credit Agreement, dated as of October 12, 2004, among Simon Property Group, L.P., the Lenders named therein, and the Co-Agents named therein (incorporated by reference to Exhibit 10 of the Quarterly Report on Form
10-Q filed by Simon Property Group, L.P. on November 8, 2004).                                                                                    
|10.2     |  | $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).                                          
|10.3     |  | 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.                                                                                                                                                                                       
|10.4*    |  | Simon Property Group, L.P. 1998 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 5, 2006).                                                                                                                                                                                                                     
|10.5(b)  |  | Option Agreement to acquire the Excluded Retail Property (Previously filed as Exhibit 10.10).                                                                                                                                                                                                                                                                           
|10.6     |  | 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).
|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.                                                                                                                                                                                      

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