Use these links to rapidly review the documentTABLE OF CONTENTS Item 10. Directors, Executive Officers and Corporate Governance



Table of Contents



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



FORM 10-K

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

For the fiscal year ended December 31, 2008



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

Delaware(State or other jurisdiction of
incorporation or organization)

333-11491(Commission File No.)

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


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

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

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

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



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

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

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

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

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

Large accelerated filer o

Accelerated filer o

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

Smaller reporting company o


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

Registrant had no publicly-traded voting equity as of June 30, 2008.

Registrant
has no common stock outstanding.



Documents Incorporated By Reference

None.



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Table of Contents

Simon Property Group, L.P. and Subsidiaries
Annual Report on Form 10-K
December 31, 2008

TABLE OF CONTENTS





Item No.



Page No.Part I1.

Business

31A.

Risk Factors

71B.

Unresolved Staff Comments

122.

Properties

123.

Legal Proceedings

474.

Submission of Matters to a Vote of Security Holders

47Part II5.

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

486.

Selected Financial Data

497.

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

507A.

Quantitative and Qualitative Disclosure About Market Risk

678.

Financial Statements and Supplementary Data

679.

Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

679A.

Controls and Procedures

679B.

Other Information

68Part III10.

Directors, Executive Officers and Corporate Governance

6911.

Executive Compensation

6912.

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

6913.

Certain Relationships and Related Transactions, and Director Independence

6914.

Principal Accountant Fees and Services

69Part IV15.

Exhibits, and Financial Statement Schedules

71Signatures

109


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Table of Contents

Part I

Item 1.    Business

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

We
own, develop, and manage retail real estate properties in five retail real estate platforms: regional malls, Premium Outlet Centers®, The Mills®,
community/lifestyle centers, and international properties. As of December 31, 2008, we owned or held an interest in 324 income-producing properties in the United States, which consisted of 164
regional malls, 16 additional regional malls and four additional community centers acquired as a result of the 2007 acquisition of The Mills Corporation, or the Mills acquisition, 40 Premium Outlet
Centers, 16 The Mills, 70 community/lifestyle centers, and 14 other shopping centers or outlet centers in 41 states and Puerto Rico. We also own interests in four parcels of land held for future
development. In the United States, we have one new property currently under development aggregating approximately 0.4 million square feet which will open during 2009. Internationally, we have
ownership interests in 52 European shopping centers (in France, Italy and Poland), seven Premium Outlet Centers in Japan, one Premium Outlet Center in Mexico, one Premium Outlet Center in
Korea, and one shopping center in China. Also, through joint venture arrangements we have ownership interests in the following properties under development internationally: a 24% interest in two
shopping centers in Italy, a 40% interest in a Premium Outlet Center in Japan, and a 32.5% interest in three additional shopping centers under construction in China.

For
a description of our operational strategies and developments in our business during 2008, see the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" which appears in Item 7 to this Form 10-K.

Other Policies

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



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

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

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

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

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

We
have a $3.5 billion revolving unsecured credit facility, or the 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.

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

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



We intend to make investments which are consistent with Simon Property's qualification as a REIT, unless the Board of Directors
determines that it is no longer in Simon Property's best interests to so qualify as a REIT. The Board of Directors may make such a determination because of changing circumstances or changes in the
REIT requirements. We have authority to offer Units of equity interest or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our Units or any other
securities. Our policy prohibits us from making any loans to the directors or executive officers of Simon Property for any purpose. We may make loans to the joint ventures in which we participate.

Competition

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 4,300 different retailers occupy more than 28,600 stores in our properties and no retail tenant represents
more than 2.0% of our properties' total minimum rents.

Certain Activities

During the past three years, we have:



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Employees

At January 16, 2009, we and our affiliates employed approximately 5,300 persons at various properties and offices throughout the
United States, of which approximately 1,800 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, 2008, our consolidated mortgages and other indebtedness, excluding the related premium and discount, totaled
$18.0 billion, of which approximately $1.5 billion matures during 2009, including recurring principal amortization on mortgages maturing during 2009. 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. The disruption in
the capital markets that began in 2008 has continued into 2009, restricting access to capital markets for many companies. 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. A recession is currently affecting
the economy and consumer spending in the United States has recently declined. The unemployment rate is rising and consumer confidence has decreased significantly. In addition, we derive our cash flow
from operations primarily from retail tenants, many of whom are currently under considerable economic stress. A prolonged recession is likely to adversely affect our tenants and as a result this could
affect our results of operations and financial condition. A significant deterioration in our cash flow from operations could require us to curtail planned capital expenditures or seek alternative
sources of financing.



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



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



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

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Risks Relating to Joint Venture Properties



As of December 31, 2008, we owned interests in 183 income-producing properties with other parties. Of those, 18 properties are
included in our consolidated financial statements. We account for the other 165 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 165 properties; however, certain major decisions, such as selling or refinancing these properties, require the consent of the other owners. Of the
properties for which we do not serve as general partner or property manager, 62 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, 2008, we had loan guarantees and other guarantee obligations to support $71.9 million and $6.6 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. Recently, we
have made a concerted effort to convert our leases to a fixed payment methodology which fixes our tenants' CAM contributions and should in turn reduce the volatility of and limitations on the
recoveries we collect from our tenants for the reimbursement of our property operating expenses. However, with respect to both variable and fixed payment methodologies, the amount of CAM charges we
bill to our tenants may not allow us to recover all of these operating costs.



Our properties compete with other retail properties 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 tenants and qualified
management.



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



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Although
our international activities currently are a relatively small portion of our business (international properties represented approximately 6.3% of the GLA of all of our
properties at December 31, 2008), 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.



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

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

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

Risks Relating to Federal Income Taxes



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.

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Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties



Our U.S. properties primarily consist of regional malls, Premium Outlet Centers, The Mills, community/lifestyle centers, and other
properties. These properties contain an aggregate of approximately 246 million square feet of gross leasable area, or GLA, of which we own approximately 152.8 million square feet. Total
estimated retail sales at the properties in 2008 were approximately $62 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 164 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 19,300 occupied stores, including approximately 740 anchors, which are mostly national retailers. The 16
regional malls acquired in the Mills acquisition are identified in this section as the Mills Regional Malls. These malls typically range in size from 700,000 to 1.3 million square feet of GLA
and contain a wide variety of national retailers.

Premium
Outlet Centers generally contain a wide variety of designer and manufacturer stores located in an open-air center. Our 40 Premium Outlet Centers range in size from
approximately 200,000 to 850,000 square feet of GLA. The Premium Outlet Centers are generally located near major metropolitan areas and tourist destinations including New York City, Los Angeles,
Boston, Palm Springs, Orlando, Las Vegas, and Honolulu.

The
Mills generally range in size from 1.0 million to 2.3 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional
mall, outlet center, and big box retailers and entertainment uses.

Community/lifestyle
centers are generally unenclosed and smaller than our regional malls. Our 70 community/lifestyle centers generally range in size from approximately 100,000 to
900,000 square feet of GLA. Community/lifestyle centers are designed to serve a larger trade area and typically contain anchor stores and other national retail tenants, which occupy a significant
portion of the GLA of the center. We also own traditional community shopping centers that focus primarily on value-oriented and convenience goods and services. These centers are usually anchored by a
supermarket, discount retailer, or drugstore and are designed to service a neighborhood area. Finally, we own open-air centers adjacent to our regional malls designed to take advantage of
the drawing power of the mall.

We
also have interests in 14 other shopping centers or outlet centers. These properties range in size from approximately 85,000 to 1.0 million 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 on a gross basis as of December 31, 2008:

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


64.5
%

13.0
%

16.8
%

5.2
%

0.5
%% of total property GLA


66.0
%

6.7
%

16.8
%

8.4
%

2.1
%% of owned property GLA


58.3
%

10.7
%

19.6
%

9.2
%

2.2
%


As
of December 31, 2008, approximately 92.4% of the owned GLA in regional malls and the retail space of the other properties was leased, approximately 98.9% of owned GLA in the
Premium Outlet Centers was leased, approximately 94.5% of the owned GLA for The Mills and 87.4% of owned GLA for the Mills regional malls was leased, and approximately 90.7% of owned GLA in the
community/lifestyle centers was leased.

We
own 100% of 203 of our properties, effectively control 18 properties in which we have a joint venture interest, and hold the remaining 103 properties through unconsolidated joint
venture interests. We are the managing or co-managing general partner or member of 314 properties. Substantially all of our joint venture properties are

12

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Table of Contents

subject
to rights of first refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in
our joint ventures may initiate these provisions at any time, which will result in either the use of available cash or borrowings to acquire their partnership interest or the disposal of our
partnership interest.

The
following property table summarizes certain data for our regional malls, Premium Outlet Centers, the Mills portfolio, and community/lifestyle centers located in the United States,
including Puerto Rico, as of December 31, 2008.

13

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major TenantsRegional Malls1.

Anderson Mall

SC

Anderson (Greenville)

Fee


100.0%

Built 1972


78.9
%

480,209


190,817


671,026

Belk Ladies Fashion Store, Belk Men's & Home Store, JCPenney, Sears, Dillard's2.

Apple Blossom Mall

VA

Winchester

Fee


49.1%
(4)
Acquired 1999


87.0
%

229,011


211,193


440,204

Belk, JCPenney, Sears, Eastwynn Theatres3.

Arsenal Mall

MA

Watertown (Boston)

Fee


100.0%

Acquired 1999


99.1
%

191,395


312,205
(18)

503,600

Marshalls, Filene's Basement, Old Navy4.

Atrium Mall

MA

Chestnut Hill (Boston)

Fee


49.1%
(4)
Acquired 1999


95.8
%




205,058


205,058

Borders Books & Music5.

Auburn Mall

MA

Auburn (Worcester)

Fee


49.1%
(4)
Acquired 1999


95.0
%

417,620


173,282


590,902

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

Aventura Mall(1)

FL

Miami Beach

Fee


33.3%
(4)
Built 1983


96.1
%

1,283,938


815,416


2,099,354

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

Avenues, The

FL

Jacksonville

Fee


25.0%
(4)(2)
Built 1990


96.0
%

754,956


362,861


1,117,817

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

Bangor Mall

ME

Bangor

Fee


67.4%
(15)
Acquired 2003


91.7
%

416,582


236,322


652,904

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

Barton Creek Square

TX

Austin

Fee


100.0%

Built 1981


97.7
%

922,266


506,721


1,428,987

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

Battlefield Mall

MO

Springfield

Fee and Ground Lease (2056)


100.0%

Built 1970


95.0
%

770,111


432,352


1,202,463

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

Bay Park Square

WI

Green Bay

Fee


100.0%

Built 1980


95.5
%

425,773


274,241


700,014

Younkers, Younkers Home Furniture Gallery, Kohl's, ShopKo, Bay Park Cinema12.

Bowie Town Center

MD

Bowie (Washington, D.C.)

Fee


100.0%

Built 2001


98.1
%

355,557


328,829


684,386

Macy's, Sears, Barnes & Noble, Bed Bath & Beyond, Best Buy13.

Boynton Beach Mall

FL

Boynton Beach (Miami-Fort Lauderdale)

Fee


100.0%

Built 1985


84.8
%

714,210


387,123


1,101,333

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

Brea Mall

CA

Brea (Los Angeles)

Fee


100.0%

Acquired 1998


98.0
%

874,802


444,766


1,319,568

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

Broadway Square

TX

Tyler

Fee


100.0%

Acquired 1994


100.0
%

427,730


200,338


628,068

Dillard's, JCPenney, Sears16.

Brunswick Square

NJ

East Brunswick (New York)

Fee


100.0%

Built 1973


98.2
%

467,626


297,365


764,991

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

Burlington Mall

MA

Burlington (Boston)

Ground Lease (2048)


100.0%

Acquired 1998


95.3
%

780,411


537,396


1,317,807

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

Cape Cod Mall

MA

Hyannis

Ground Leases (2009-2073)(7)


49.1%
(4)
Acquired 1999


91.6
%

420,199


303,391


723,590

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

Castleton Square

IN

Indianapolis

Fee


100.0%

Built 1972


95.7
%

908,481


472,986


1,381,467

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

Century III Mall

PA

West Mifflin (Pittsburgh)

Fee


100.0%

Built 1979


70.3
%

831,439


458,780
(18)

1,290,219

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

Charlottesville Fashion Square

VA

Charlottesville

Ground Lease (2076)


100.0%

Acquired 1997


95.2
%

381,153


189,694


570,847

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

Chautauqua Mall

NY

Lakewood (Jamestown)

Fee


100.0%

Built 1971


79.8
%

213,320


218,794


432,114

Sears, JCPenney, Bon Ton, Office Max, Dipson Cinema


14

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants23.

Chesapeake Square

VA

Chesapeake (Virginia Beach-Norfolk)

Fee and Ground Lease (2062)


75.0%
(12)
Built 1989


86.5
%

534,760


268,873


803,633

Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears, Target24.

Cielo Vista Mall

TX

El Paso

Fee and Ground Lease (2010)(7)


100.0%

Built 1974


100.0
%

793,716


449,571


1,243,287

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

Circle Centre

IN

Indianapolis

Property Lease (2097)


14.7%
(4)(2)
Built 1995


83.4
%

350,000


432,196
(18)

782,196

Nordstrom, Carson Pirie Scott, United Artists Theatre26.

Coconut Point

FL

Estero (Cape Coral-Fort Myers)

Fee


50.0%
(4)
Built 2006


98.3
%

691,785


504,554


1,196,339

Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, Old Navy, PetsMart, Pier 1 Imports, Ross Dress for Less, Cost Plus World Market, T.J. Maxx, Muvico Theatres, Super
Target27.

Coddingtown Mall

CA

Santa Rosa

Fee


50.0%
(4)
Acquired 2005


83.7
%

547,090


262,821


809,911

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

College Mall

IN

Bloomington

Fee and Ground Lease (2048)(7)


100.0%

Built 1965


88.1
%

356,887


278,499


635,386

Macy's, Sears, Target, Dick's Sporting Goods, Bed Bath & Beyond, Old Navy29.

Columbia Center

WA

Kennewick

Fee


100.0%

Acquired 1987


90.4
%

408,052


365,186


773,238

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

Copley Place

MA

Boston

Fee


98.1%

Acquired 2002


96.2
%

150,847


1,091,967
(18)

1,242,814

Nieman Marcus, Barneys New York31.

Coral Square

FL

Coral Springs (Miami-Fort Lauderdale)

Fee


97.2%

Built 1984


98.0
%

648,144


296,014


944,158

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

Cordova Mall

FL

Pensacola

Fee


100.0%

Acquired 1998


95.4
%

395,875


459,212


855,087

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

Cottonwood Mall

NM

Albuquerque

Fee


100.0%

Built 1996


97.7
%

631,556


409,270


1,040,826

Macy's, Dillard's, JCPenney, Sears, United Artists Theatre(8)34.

Crossroads Mall

NE

Omaha

Fee


100.0%

Acquired 1994


68.4
%

522,119


188,403


710,522

Sears, Target, Barnes & Noble, Old Navy35.

Crystal Mall

CT

Waterford

Fee


74.6%
(4)
Acquired 1998


88.7
%

419,405


350,390


769,795

Macy's, JCPenney, Sears, Bed Bath & Beyond, Christmas Tree Store(6)(17)36.

Crystal River Mall

FL

Crystal River

Fee


100.0%

Built 1990


71.7
%

302,495


121,804


424,299

JCPenney, Sears, Belk, Kmart, Regal Cinema37.

Dadeland Mall

FL

Miami

Fee


50.0%
(4)
Acquired 1997


98.2
%

1,132,072


342,700


1,474,772

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

DeSoto Square

FL

Bradenton (Sarasota-Bradenton)

Fee


100.0%

Built 1973


93.5
%

435,467


253,949


689,416

Macy's, Dillard's, JCPenney, Sears39.

Domain, The

TX

Austin

Fee


100.0%

Built 2006


90.9
%

220,000


411,101
(18)

631,101

Neiman Marcus, Macy's, Borders Books & Music, Village Roadshow(6), Dick's Sporting Goods(6), Dillard's(6)40.

Eastland Mall

IN

Evansville

Fee


50.0%
(4)
Acquired 1998


95.7
%

489,144


375,323


864,467

Macy's, JCPenney, Dillard's41.

Edison Mall

FL

Fort Myers

Fee


100.0%

Acquired 1997


95.0
%

742,667


308,844


1,051,511

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

Emerald Square

MA

North Attleboro (ProvidenceRI-New Bedford)

Fee


49.1%
(4)
Acquired 1999


91.1
%

647,372


375,129


1,022,501

Macy's, Macy's Mens & Home Store, JCPenney, Sears


15

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants43.

Empire Mall(1)(2)

SD

Sioux Falls

Fee and Ground Lease (2013)(7)


50.0%
(4)
Acquired 1998


89.6
%

497,341


576,797


1,074,138

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

Fashion Centre at Pentagon City

VA

Arlington (Washington, DC)

Fee


42.5%
(4)
Built 1989


96.1
%

472,729


517,516
(18)

990,245

Nordstrom, Macy's45.

Fashion Mall at Keystone at the Crossing

IN

Indianapolis

Ground Lease (2067)


100.0%

Acquired 1997


95.3
%

249,721


433,766
(18)

683,487

Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema46.

Fashion Valley

CA

San Diego

Fee


50.0%
(4)
Acquired 2001


99.4
%

1,053,305


668,485


1,721,790

Saks Fifth Avenue, Neiman-Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, Pottery Barn, AMC Theatres, Old Navy47.

Firewheel Town Center

TX

Garland (Dallas-Fort Worth)

Fee


100.0%

Built 2005


89.0
%

295,532


705,571
(18)

1,001,103

Dillard's, Macy's, Barnes & Noble, Old Navy, Pier One, DSW, Cost Plus World Market, AMC Theatres, Dick's Sporting Goods48.

Florida Mall, The

FL

Orlando

Fee


50.0%
(4)
Built 1986


97.9
%

1,092,465


616,803


1,709,268

Saks Fifth Avenue, Nordstrom, Macy's, Dillard's, JCPenney, Sears(8)49.

Forest Mall

WI

Fond Du Lac

Fee


100.0%

Built 1973


89.2
%

327,260


172,914


500,174

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

Forum Shops at Caesars, The

NV

Las Vegas

Ground Lease (2050)


100.0%

Built 1992


99.6
%




635,410


635,41051.

Granite Run Mall

PA

Media (Philadelphia)

Fee


50.0%
(4)
Acquired 1998


85.5
%

500,809


535,889


1,036,698

JCPenney, Sears, Boscov's, Granite Run 8 Theatres, Acme, Kohl's52.

Great Lakes Mall

OH

Mentor (Cleveland)

Fee


100.0%

Built 1961


88.0
%

869,454


378,492


1,247,946

Dillard's Men's, Dillard's Women's, Macy's, JCPenney, Sears, AMC Theatres53.

Greendale Mall

MA

Worcester (Boston)

Fee and Ground Lease (2009)(7)


49.1%
(4)
Acquired 1999


94.2
%

132,634


298,247
(18)

430,881

T.J. Maxx 'N More, Best Buy, DSW(8)54.

Greenwood Park Mall

IN

Greenwood (Indianapolis)

Fee


100.0%

Acquired 1979


96.8
%

754,928


525,162


1,280,090

Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble, AMC Theatres55.

Gulf View Square

FL

Port Richey (Tampa-St. Pete)

Fee


100.0%

Built 1980


86.9
%

461,852


291,089


752,941

Macy's, Dillard's, JCPenney, Sears, Best Buy56.

Gwinnett Place

GA

Duluth (Atlanta)

Fee


75.0%

Acquired 1998


88.3
%

843,609


436,181


1,279,790

Belk, JCPenney, Macy's, Sears57.

Haywood Mall

SC

Greenville

Fee and Ground Lease (2017)(7)


100.0%

Acquired 1998


96.4
%

902,400


328,561


1,230,961

Macy's, Dillard's, JCPenney, Sears, Belk58.

Highland Mall(1)

TX

Austin

Fee and Ground Lease (2070)


50.0%
(4)
Acquired 1998


60.5
%

718,741


355,213


1,073,954

Dillard's Women's & Home, Dillard's Men's & Children's, Macy's59.

Houston Galleria

TX

Houston

Fee and Ground Lease (2029)


31.5%
(4)
Acquired 2002


95.0
%

1,233,802


1,116,505


2,350,307

Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's (2 locations), Borders Books & Music, Galleria Tennis/Athletic Club60.

Independence Center

MO

Independence (Kansas City)

Fee


100.0%

Acquired 1994


98.3
%

499,284


532,170


1,031,454

Dillard's, Macy's, Sears61.

Indian River Mall

FL

Vero Beach

Fee


50.0%
(4)
Built 1996


88.9
%

445,552


302,604


748,156

Dillard's, Macy's, JCPenney, Sears, AMC Theatres


16

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants62.

Ingram Park Mall

TX

San Antonio

Fee


100.0%

Built 1979


94.9
%

750,888


374,818


1,125,706

Dillard's, Dillard's Home Store, Macy's, JCPenney, Sears, Bealls63.

Irving Mall

TX

Irving (Dallas-Fort Worth)

Fee


100.0%

Built 1971


98.0
%

637,415


405,299


1,042,714

Macy's, Dillard's (1 level Clearance store), Sears, Burlington Coat Factory, General Cinema(20)64.

Jefferson Valley Mall

NY

Yorktown Heights (New York)

Fee


100.0%

Built 1983


90.1
%

310,095


277,309


587,404

Macy's, Sears, H&M, Movies at Jefferson Valley65.

King of Prussia

PA

King of Prussia (Philadelphia)

Fee


12.4%
(4)(15)
Acquired 2003


95.6
%

1,545,812


1,067,674
(18)

2,613,486

Neiman Marcus, Bloomingdale's, Nordstrom, Lord & Taylor, Macy's (Court), JCPenney, Sears, Crate & Barrel(8)66.

Knoxville Center

TN

Knoxville

Fee


100.0%

Built 1984


79.7
%

597,028


383,212


980,240

JCPenney, Belk, Sears, The Rush Fitness Center, Regal Cinema(8)67.

La Plaza Mall

TX

McAllen

Fee and Ground Lease (2040)(7)


100.0%

Built 1976


98.4
%

776,397


422,987


1,199,384

Macy's, Macy's Home Store, Dillard's, JCPenney, Sears, Joe Brand68.

Laguna Hills Mall

CA

Laguna Hills (Los Angeles)

Fee


100.0%

Acquired 1997


92.9
%

536,500


330,061


866,561

Macy's, JCPenney, Sears, Laguna Hills Cinema, Nordstrom Rack, Total Woman Gym & Spa69.

Lake Square Mall

FL

Leesburg (Orlando)

Fee


50.0%
(4)
Acquired 1998


74.2
%

296,037


262,287


558,324

JCPenney, Sears, Belk, Target, AMC Theatres, Books-A-Million70.

Lakeline Mall

TX

Cedar Park (Austin)

Fee


100.0%

Built 1995


94.6
%

745,179


352,627


1,097,806

Dillard's, Macy's, JCPenney, Sears, Regal Cinema71.

Lehigh Valley Mall

PA

Whitehall (AllentownBethlehem)

Fee


37.6%
(4)(15)
Acquired 2003


96.1
%

564,353


604,338
(18)

1,168,691

Macy's, JCPenney, Boscov's, Barnes & Noble(8)72.

Lenox Square

GA

Atlanta

Fee


100.0%

Acquired 1998


95.5
%

873,580


671,433
(18)

1,545,013

Neiman Marcus, Bloomingdale's, Macy's, Crate & Barrel, Pottery Barn, Pottery Barn Kids73.

Liberty Tree Mall

MA

Danvers (Boston)

Fee


49.1%
(4)
Acquired 1999


94.4
%

498,000


359,835


857,835

Marshalls, The Sports Authority, Target, Bed, Bath & Beyond, Kohl's, Best Buy, Staples, AC Moore, Old Navy, Pier 1 Imports, K&G Fashion Superstore, AMC Theatres, Nordstrom Rack, Off Broadway
Shoes74.

Lima Mall

OH

Lima

Fee


100.0%

Built 1965


93.6
%

541,861


203,650


745,511

Macy's, JCPenney, Elder-Beerman, Sears75.

Lincolnwood Town Center

IL

Lincolnwood (Chicago)

Fee


100.0%

Built 1990


95.4
%

220,830


201,911


422,741

Kohl's, Carson Pirie Scott76.

Lindale Mall(1)

IA

Cedar Rapids

Fee


50.0%
(4)
Acquired 1998


82.5
%

305,563


382,869


688,432

Von Maur, Sears, Younkers77.

Livingston Mall

NJ

Livingston (New York)

Fee


100.0%

Acquired 1998


88.1
%

616,128


368,275


984,403

Macy's, Lord & Taylor, Sears, Modell's Sporting Goods, Barnes & Noble78.

Longview Mall

TX

Longview

Fee


100.0%

Built 1978


83.4
%

440,917


209,282


650,199

Dillard's, JCPenney, Sears, Bealls(17)79.

Mall at Chestnut Hill, The

MA

Chestnut Hill (Boston)

Lease (2039) (9)


47.2%
(4)
Acquired 2002


94.7
%

297,253


178,093


475,346

Bloomingdale's, Bloomingdale's Home Furnishing and Men's Store80.

Mall at Rockingham, The

NH

Salem (Boston)

Fee


24.6%
(4)
Acquired 1999


95.4
%

638,111


382,133


1,020,244

JCPenney, Sears, Macy's(8)81.

Mall at The Source, The

NY

Westbury (New York)

Fee


25.5%
(4)(2)
Built 1997


94.3
%

210,798


515,580


726,378

Fortunoff, Off 5th-Saks Fifth Avenue, Nordstrom Rack, David's Bridal, Golf Galaxy


17

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants82.

Mall of Georgia

GA

Buford (Atlanta)

Fee


100.0%

Built 1999


95.6
%

1,069,590


727,248


1,796,838

Nordstrom, Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Haverty's Furniture, Bed Bath & Beyond, Regal Cinema83.

Mall of New Hampshire, The

NH

Manchester

Fee


49.1%
(4)
Acquired 1999


94.0
%

447,887


363,127


811,014

Macy's, JCPenney, Sears, Best Buy, Old Navy, A.C. Moore84.

Maplewood Mall

MN

Minneapolis

Fee


100.0%

Acquired 2002


93.1
%

588,822


342,278


931,100

Macy's, JCPenney, Sears, Kohl's, Barnes & Noble85.

Markland Mall

IN

Kokomo

Ground Lease (2041)


100.0%

Built 1968


98.5
%

273,094


141,811


414,905

Sears, Target, MC Sporting Goods(8)86.

McCain Mall

AR

N. Little Rock

Fee


100.0%

Built 1973


92.9
%

554,156


221,043


775,199

Dillard's, JCPenney, Sears(8)87.

Melbourne Square

FL

Melbourne

Fee


100.0%

Built 1982


84.5
%

416,167


293,886


710,053

Macy's, Dillard's Men's, Children's & Home, Dillard's Women's, JCPenney, Dick's Sporting Goods88.

Menlo Park Mall

NJ

Edison (New York)

Fee


100.0%

Acquired 1997


97.0
%

527,591


796,382
(18)

1,323,973

Nordstrom, Macy's, Barnes & Noble, Cineplex Odeon, WOW! Work Out World89.

Mesa Mall(1)

CO

Grand Junction

Fee


50.0%
(4)
Acquired 1998


90.4
%

441,208


441,129


882,337

Sears, Herberger's, JCPenney, Target(8)90.

Miami International Mall

FL

Miami

Fee


47.8%
(4)
Built 1982


98.2
%

778,784


294,792


1,073,576

Macy's Mens & Home, Macy's Women & Children, Dillard's, JCPenney, Sears91.

Midland Park Mall

TX

Midland

Fee


100.0%

Built 1980


91.5
%

339,113


280,088


619,201

Dillard's, Dillard's Mens & Juniors, JCPenney, Sears, Bealls, Ross Dress for Less92.

Miller Hill Mall

MN

Duluth

Ground Lease (2013)


100.0%

Built 1973


93.1
%

429,508


376,119


805,627

JCPenney, Sears, Younkers, Barnes & Noble, Old Navy, DSW93.

Montgomery Mall

PA

North Wales (Philadelphia)

Fee


60.0%
(15)
Acquired 2003


85.2
%

734,855


413,531


1,148,386

Macy's, JCPenney, Sears, Dick's Sporting Goods(8)94.

Muncie Mall

IN

Muncie

Fee


100.0%

Built 1970


92.0
%

435,756


204,085


639,841

Macy's, JCPenney, Sears, Elder Beerman95.

North East Mall

TX

Hurst (Dallas-Fort Worth)

Fee


100.0%

Built 1971


97.1
%

1,191,930


452,253


1,644,183

Nordstrom, Dillard's, Macy's, JCPenney, Sears, Dick's Sporting Goods, Rave Theatre96.

Northfield Square

IL

Bourbonnais

Fee


31.6%
(12)
Built 1990


77.4
%

310,994


246,180


557,174

Carson Pirie Scott Women's, Carson Pirie Scott Men's, Children's & Home, JCPenney, Sears, Cinemark Movies 1097.

Northgate Mall

WA

Seattle

Fee


100.0%

Acquired 1987


96.0
%

612,073


446,815


1,058,888

Nordstrom, Macy's, JCPenney, Toys 'R Us, Barnes & Noble, Bed Bath & Beyond, DSW98.

Northlake Mall

GA

Atlanta

Fee


100.0%

Acquired 1998


88.8
%

665,745


296,235


961,980

Macy's, JCPenney, Sears, Kohl's99.

NorthPark Mall

IA

Davenport

Fee


50.0%
(4)
Acquired 1998


93.0
%

650,456


422,332


1,072,788

Dillard's, Von Maur, Younkers, JCPenney, Sears, Barnes & Noble100.

Northshore Mall

MA

Peabody (Boston)

Fee


49.1%
(4)
Acquired 1999


90.0
%

677,433


743,622


1,421,055

JCPenney, Sears, Filene's Basement, Nordstrom(19), Macy's Mens/Furniture, Macys, H&M, XXI Forever(6), Barnes & Noble, Toys 'R Us, Shaw's Grocery101.

Northwoods Mall

IL

Peoria

Fee


100.0%

Acquired 1983


92.9
%

472,969


221,021


693,990

Macy's, JCPenney, Sears102.

Oak Court Mall

TN

Memphis

Fee


100.0%

Acquired 1997


89.9
%

532,817


317,713
(18)

850,530

Dillard's, Dillard's Mens, Macy's103.

Ocean County Mall

NJ

Toms River (New York)

Fee


100.0%

Acquired 1998


99.7
%

616,443


273,778


890,221

Macy's, Boscov's, JCPenney, Sears104.

Orange Park Mall

FL

Orange Park (Jacksonville)

Fee


100.0%

Acquired 1994


99.3
%

576,051


379,174


955,225

Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods, AMC Theatres105.

Orland Square

IL

Orland Park (Chicago)

Fee


100.0%

Acquired 1997


98.6
%

773,295


436,561


1,209,856

Macy's, Carson Pirie Scott, JCPenney, Sears


18

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants106.

Oxford Valley Mall

PA

Langhorne (Philadelphia)

Fee


65.0%
(15)
Acquired 2003


93.4
%

762,558


556,708
(18)

1,319,266

Macy's, JCPenney, Sears, United Artists Theatre(8)107.

Paddock Mall

FL

Ocala

Fee


100.0%

Built 1980


96.1
%

387,378


169,501


556,879

Macy's, JCPenney, Sears, Belk108.

Penn Square Mall

OK

Oklahoma City

Ground Lease (2060)


94.5%

Acquired 2002


98.1
%

588,137


462,654


1,050,791

Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Dickinson Theatre109.

Pheasant Lane Mall

NH

Nashua (Manchester)





(14)
Acquired 2002


96.9
%

555,474


314,194


869,668

JCPenney, Sears, Target, Macy's110.

Phipps Plaza

GA

Atlanta

Fee


100.0%

Acquired 1998


96.3
%

472,385


345,490


817,875

Saks Fifth Avenue, Nordstrom, Belk, AMC Theatres111.

Plaza Carolina

PR

Carolina (San Juan)

Fee


100.0%

Acquired 2004


87.7
%

504,796


588,878
(18)

1,093,674

JCPenney, Sears, Tiendas Capri, Pueblo Xtra, Best Buy(6)112.

Port Charlotte Town Center

FL

Port Charlotte (Punta Gorda)

Fee


80.0%
(12)
Built 1989


82.0
%

458,251


322,059


780,310

Dillard's, Macy's, JCPenney, Bealls, Sears, DSW, Regal Cinema113.

Prien Lake Mall

LA

Lake Charles

Fee and Ground Lease (2025)(7)


100.0%

Built 1972


98.4
%

644,124


177,244


821,368

Dillard's, JCPenney, Sears, Cinemark Theatres(8)114.

Quaker Bridge

NJ

Lawrenceville (Trenton)

Fee


38.0%
(4)(15)
Acquired 2003


95.0
%

686,760


412,070


1,098,830

Macy's, Lord & Taylor, JCPenney, Sears115.

Richmond Town Square

OH

Richmond Heights (Cleveland)

Fee


100.0%

Built 1966


97.5
%

685,251


331,498


1,016,749

Macy's, JCPenney, Sears, Barnes & Noble, Regal Cinemas116.

River Oaks Center

IL

Calumet City (Chicago)

Fee


100.0%

Acquired 1997


88.0
%

807,871


557,412
(18)

1,365,283

Macy's, Carson Pirie Scott, JCPenney, Sears117.

Rockaway Townsquare

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


97.0
%

786,626


456,927


1,243,553

Macy's, Lord & Taylor, JCPenney, Sears118.

Rolling Oaks Mall

TX

San Antonio

Fee


100.0%

Built 1988


88.8
%

596,308


292,169


888,477

Dillard's, Macy's, JCPenney, Sears119.

Roosevelt Field

NY

Garden City (New York)

Fee and Ground Lease (2090)(7)


100.0%

Acquired 1998


96.4
%

1,430,425


778,892
(18)

2,209,317

Bloomingdale's, Bloomingdale's Furniture Gallery, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, Loews Theatre, Sport Fitness, Paul Mitchell The School120.

Ross Park Mall

PA

Pittsburgh

Fee


100.0%

Built 1986


92.8
%

701,477


510,243


1,211,720

JCPenney, Sears, Nordstrom, Old Navy, H&M, L.L. Bean, XXI Forever, Macy's121.

Rushmore Mall(1)

SD

Rapid City

Fee


50.0%
(4)
Acquired 1998


89.5
%

470,660


364,935


835,595

JCPenney, Herberger's, Sears, Carmike Cinemas(8)122.

Santa Rosa Plaza

CA

Santa Rosa

Fee


100.0%

Acquired 1998


95.1
%

428,258


270,535


698,793

Macy's, Sears(8)123.

Seminole Towne Center

FL

Sanford (Orlando)

Fee


45.0%
(4)(2)
Built 1995


87.2
%

768,798


369,499


1,138,297

Macy's, Dillard's, Belk, JCPenney, Sears, United Artists Theatre124.

Shops at Mission Viejo, The

CA

Mission Viejo (Los Angeles)

Fee


100.0%

Built 1979


97.5
%

677,215


473,376


1,150,591

Saks Fifth Avenue, Nordstrom, Macy's (2 locations)125.

Shops at Sunset Place, The

FL

S. Miami

Fee


37.5%
(4)(2)
Built 1999


90.9
%




514,559


514,559

NikeTown, Barnes & Noble, GameWorks, Z Gallerie, L.A. Fitness, AMC Theatres, Splitsville126.

Smith Haven Mall

NY

Lake Grove (New York)

Fee


25.0%
(4)
Acquired 1995


92.6
%

794,310


513,192


1,307,502

Macy's, Macy's Furniture Gallery, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble, H&M127.

Solomon Pond Mall

MA

Marlborough (Boston)

Fee


49.1%
(4)
Acquired 1999


91.9
%

538,812


370,420


909,232

Macy's, JCPenney, Sears, Regal Cinema128.

South Hills Village

PA

Pittsburgh

Fee


100.0%

Acquired 1997


96.3
%

655,987


481,287


1,137,274

Macy's, Sears, Barnes & Noble, Carmike Cinemas(8)129.

South Shore Plaza

MA

Braintree (Boston)

Fee


100.0%

Acquired 1998


96.5
%

547,287


618,678


1,165,965

Macy's, Lord & Taylor, Sears, Filene's Basement, Nordstrom(19)


19

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants130.

Southern Hills Mall(1)

IA

Sioux City

Fee


50.0%
(4)
Acquired 1998


83.9
%

387,553


409,172


796,725

Younkers, JCPenney, Sears, Scheel's Sporting Goods, Barnes & Noble, Carmike Cinemas131.

Southern Park Mall

OH

Boardman (Youngstown)

Fee


100.0%

Built 1970


90.4
%

811,858


382,235


1,194,093

Macy's, Dillard's, JCPenney, Sears, Cinemark Theatres132.

SouthPark

NC

Charlotte

Fee & Ground Lease (2040)(11)


100.0%

Acquired 2002


99.2
%

1,044,742


580,866


1,625,608

Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel, Joseph Beth Booksellers133.

SouthPark Mall

IL

Moline (DavenportIA-Moline)

Fee


50.0%
(4)
Acquired 1998


81.6
%

578,056


440,798


1,018,854

Dillard's, Von Maur, Younkers, JCPenney, Sears, Old Navy134.

SouthRidge Mall(1)

IA

Des Moines

Fee


50.0%
(4)
Acquired 1998


70.6
%

388,752


500,676


889,428

JCPenney, Younkers, Sears, Target(8)135.

Springfield Mall(1)

PA

Springfield (Philadelphia)

Fee


38.0%
(4)(15)
Acquired 2005


88.5
%

367,176


220,803


587,979

Macy's, Target(6)136.

Square One Mall

MA

Saugus (Boston)

Fee


49.1%
(4)
Acquired 1999


93.5
%

608,601


321,524


930,125

Macy's, Sears, Best Buy, T.J. Maxx N More, Best Buy, Old Navy, Dick's Sporting Goods, Filene's Basement137.

St. Charles Towne Center

MD

Waldorf (Washington, D.C.)

Fee


100.0%

Built 1990


95.8
%

631,602


348,307


979,909

Macy's, Macy's Home Store, JCPenney, Sears, Kohl's, Dick Sporting Goods, AMC Theatres138.

St. John's Town Center

FL

Jacksonville

Fee


50.0%
(4)
Built 2005


97.0
%

653,291


568,751


1,222,042

Dillard's, Target, Ashley Furniture Home Store, Barnes & Noble, Dick's Clothing & Sporting Goods, Ross Dress for Less, Staples, DSW, JoAnn Fabrics, PetsMart, Old Navy139.

Stanford Shopping Center

CA

Palo Alto (San Francisco)

Ground Lease (2054)


100.0%

Acquired 2003


94.5
%

849,153


528,198
(18)

1,377,351

Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Macy's Mens Store140.

Summit Mall

OH

Akron

Fee


100.0%

Built 1965


93.7
%

432,936


337,198


770,134

Dillard's Women's & Children's, Dillard's Men's & Home, Macy's141.

Sunland Park Mall

TX

El Paso

Fee


100.0%

Built 1988


93.6
%

575,837


341,829


917,666

Macy's, Dillard's Women's & Children's, Dillard's Men's & Home, Sears(8)142.

Tacoma Mall

WA

Tacoma (Seattle)

Fee


100.0%

Acquired 1987


89.3
%

804,262


443,450


1,247,712

Nordstrom, Macy's, JCPenney, Sears, David's Bridal143.

Tippecanoe Mall

IN

Lafayette

Fee


100.0%

Built 1973


91.8
%

537,790


323,632


861,422

Macy's, JCPenney, Sears, Kohl's, Dick's Sporting Goods, H.H. Gregg144.

Town Center at Aurora

CO

Aurora (Denver)

Fee


100.0%

Acquired 1998


83.2
%

682,169


402,375


1,084,544

Macy's, Dillard's, JCPenney, Sears, Century Theatres145.

Town Center at Boca Raton

FL

Boca Raton (Miami-Fort Lauderdale)

Fee


100.0%

Acquired 1998


98.1
%

1,164,658


589,410


1,754,068

Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Sears, Crate & Barrel146.

Town Center at Cobb

GA

Kennesaw (Atlanta)

Fee


75.0%

Acquired 1998


93.2
%

851,346


422,808


1,274,154

Belk, Macy's, JCPenney, Sears, Macy's Furniture147.

Towne East Square

KS

Wichita

Fee


100.0%

Built 1975


89.6
%

779,490


357,310


1,136,800

Dillard's, Von Maur, JCPenney, Sears148.

Towne West Square

KS

Wichita

Fee


100.0%

Built 1980


80.4
%

619,269


333,237


952,506

Dillard's Women's & Home, Dillard's Men's & Children, JCPenney, Sears, Dick's Sporting Goods, The Movie Machine149.

Treasure Coast Square

FL

Jensen Beach

Fee


100.0%

Built 1987


89.9
%

508,176


372,968


881,144

Macy's, Dillard's, JCPenney, Sears, Borders Books & Music, Regal Cinema150.

Tyrone Square

FL

St. Petersburg (Tampa-St. Pete)

Fee


100.0%

Built 1972


97.4
%

725,298


370,270


1,095,568

Macy's, Dillard's, JCPenney, Sears, Borders Books & Music, Old Navy151.

University Park Mall

IN

Mishawaka (South Bend)

Fee


100.0%

Built 1979


91.4
%

499,876


361,446


861,322

Macy's, JCPenney, Sears, Barnes & Noble(6)


20

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants152.

Upper Valley Mall

OH

Springfield (DaytonSpringfield)

Fee


100.0%

Built 1971


90.9
%

479,418


264,686


744,104

Macy's, JCPenney, Sears, Elder-Beerman, MC Sporting Goods, Chakeres Theatres153.

Valle Vista Mall

TX

Harlingen

Fee


100.0%

Built 1983


79.2
%

389,781


262,863


652,644

Dillard's, JCPenney, Sears(8)154.

Valley Mall

VA

Harrisonburg

Fee


50.0%
(4)
Acquired 1998


91.7
%

315,078


191,738


506,816

JCPenney, Belk, Target, Old Navy(8)155.

Virginia Center Commons

VA

Glen Allen (Richmond)

Fee


100.0%

Built 1991


84.8
%

506,639


280,964


787,603

Macy's, Dillard's Men's, Dillard's Women's, Children's & Home, JCPenney, Sears156.

Walt Whitman Mall

NY

Huntington Station (New York)

Ground Lease (2012)


100.0%

Acquired 1998


95.1
%

742,214


284,871


1,027,085

Saks Fifth Avenue, Bloomingdale's, Lord & Taylor, Macy's157.

Washington Square

IN

Indianapolis

Fee


100.0%

Built 1974


86.0
%

616,109


347,167


963,276

Sears, Target, Dick's Sporting Goods, Burlington Coat Factory, Kerasotes Theatres(8)158.

West Ridge Mall

KS

Topeka

Fee


100.0%

Built 1988


90.3
%

716,811


280,991


997,802

Macy's, Dillard's, JCPenney, Sears, Burlington Coat Factory159.

West Town Mall

TN

Knoxville

Ground Lease (2042)


50.0%
(4)
Acquired 1991


95.0
%

868,295


468,455


1,336,750

Belk Women, Dillard's, JCPenney, Belk Men, Home and Kids, Sears, Regal Cinema160.

Westchester, The

NY

White Plains (New York)

Fee


40.0%
(4)
Acquired 1997


96.2
%

349,393


477,979
(18)

827,372

Neiman Marcus, Nordstrom161.

Westminster Mall

CA

Westminster (Los Angeles)

Fee


100.0%

Acquired 1998


88.2
%

716,939


495,092


1,212,031

Macy's, JCPenney, Sears, Target162.

White Oaks Mall

IL

Springfield

Fee


80.7%

Built 1977


77.3
%

556,831


375,516


932,347

Macy's, Bergner's, Sears, Dick's Sporting Goods(8)163.

Wolfchase Galleria

TN

Memphis

Fee


94.5%

Acquired 2002


98.5
%

761,648


505,572


1,267,220

Macy's, Dillard's, JCPenney, Sears, Malco Theatres164.

Woodland Hills Mall

OK

Tulsa

Fee


94.5%

Acquired 2002


97.0
%

700,235


391,539


1,091,774

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


96,727,572


65,455,103


162,182,675Premium Outlet Centers1.

Albertville Premium Outlets

MN

Albertville (Minneapolis)

Fee


100.0%

Acquired 2004


99.3
%







429,534

Banana Republic, Calvin Klein, Coach, Gap Outlet, Kenneth Cole, Lucky Brand Jeans, Nike, Polo Ralph Lauren, Tommy Hilfiger2.

Allen Premium Outlets

TX

Allen (Dallas-Ft. Worth)

Fee


100.0%

Acquired 2004


100.0
%







441,492

Ann Taylor, Brooks Brothers, Calvin Klein, Coach, Cole Haan, J.Crew, Kenneth Cole, Michael Kors, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Tommy Hilfiger3.

Aurora Farms Premium Outlets

OH

Aurora (Cleveland)

Fee


100.0%

Acquired 2004


97.1
%







300,218

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

Camarillo Premium Outlets

CA

Camarillo

Fee


100.0%

Acquired 2004


99.3
%







454,119

Ann Taylor, Banana Republic, Barneys New York, Coach, Diesel, Giorgio Armani, Hugo Boss, Kenneth Cole, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony5.

Carlsbad Premium Outlets

CA

Carlsbad (San Diego)

Fee


100.0%

Acquired 2004


100.0
%







287,931

Adidas, Banana Republic, Barneys New York, BCBG Max Azria, Calvin Klein, Coach, Gap Outlet, Guess, Kenneth Cole, Lacoste, Polo Ralph Lauren, Theory


21

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants6.

Carolina Premium Outlets

NC

Smithfield (Raleigh)

Ground Lease (2029)


100.0%

Acquired 2004


100.0
%







439,445

Banana Republic, Brooks Brothers, Coach, Gap Outlet, Liz Claiborne, Nike, Polo Ralph Lauren, Timberland, Tommy Hilfiger7.

Chicago Premium Outlets

IL

Aurora (Chicago)

Fee


100.0%

Built 2004


98.2
%







437,800

Ann Taylor, Banana Republic, Calvin Klein, Coach, Diesel, Dooney & Bourke, Elie Tahari, Gap Outlet, Giorgio Armani, Kate Spade, Michael Kors, Polo Ralph Lauren, Salvatore Ferragamo, Sony8.

Clinton Crossing Premium Outlets

CT

Clinton (New Haven)

Fee


100.0%

Acquired 2004


100.0
%







276,163

Banana Republic, Barneys New York, Calvin Klein, Coach, Dooney & Bourke, Gap Outlet, Kenneth Cole, Liz Claiborne, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th9.

Columbia Gorge Premium Outlets

OR

Troutdale (Portland)

Fee


100.0%

Acquired 2004


98.0
%







163,815

Adidas, Bass, Carter's, Gap Outlet, Liz Claiborne, Samsonite, Van Heusen10.

Desert Hills Premium Outlets

CA

Cabazon (Palm Springs)

Fee


100.0%

Acquired 2004


99.9
%







498,848

Burberry, Coach, Dior, Giorgio Armani, Gucci, Nike, Polo Ralph Lauren, Prada, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Yves Saint Laurent Rive Gauche, Zegna11.

Edinburgh Premium Outlets

IN

Edinburgh (Indianapolis)

Fee


100.0%

Acquired 2004


100.0
%







377,772

Adidas, Ann Taylor, Anne Klein, Banana Republic, Calvin Klein, Coach, Gap Outlet, J.Crew, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger12.

Folsom Premium Outlets

CA

Folsom (Sacramento)

Fee


100.0%

Acquired 2004


99.8
%







298,848

BCBG Max Azria, Bebe, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, Kenneth Cole, Nautica, Nike, Saks Fifth Avenue Off 5th13.

Gilroy Premium Outlets

CA

Gilroy (San Jose)

Fee


100.0%

Acquired 2004


98.6
%







577,287

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Hugo Boss, Michael Kors, Nike, Polo Ralph Lauren, Sony, Timberland, Tommy Hilfiger14.

Houston Premium Outlets

TX

Houston

Fee


100.0%

Built 2008


100.0
%







425,484

Adidas, Banana Republic, Burberry, Coach, Cole Haan, Elie Tahari, Juicy Couture, Michael Kors, Nike, True Religion, Tommy Hilfiger15.

Jackson Premium Outlets

NJ

Jackson

Fee


100.0%

Acquired 2004


100.0
%







285,779

Banana Republic, Brooks Brothers, Calvin Klein, Gap Outlet, J.Crew, Liz Claiborne, Nike, Polo Ralph Lauren, Tommy Hilfiger16.

Jersey Shore Premium Outlets

NJ

Tinton Falls

Fee


100.0%

Built 2008


87.3
%







434,204

Burberry, Brooks Brothers, Elie Tahari, Guess, J. Crew, Kate Spade, Kenneth Cole, Michael Kors, Theory, Nike, Timberland, Tommy Hilfiger17.

Johnson Creek Premium Outlets

WI

Johnson Creek (Milwaukee)

Fee


100.0%

Acquired 2004


92.0
%







277,585

Adidas, Banana Republic, Calvin Klein, Gap Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger


22

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants18.

Kittery Premium Outlets

ME

Kittery

Ground Lease (2009)


100.0%

Acquired 2004


95.4
%







264,425

Anne Klein, Banana Republic, Calvin Klein, Coach, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Puma, Reebok, Timberland, Tommy Hilfiger19.

Las Americas Premium Outlets

CA

San Diego

Fee


100.0%

Acquired 2007


98.2
%







525,262

Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, J.Crew, Kenneth Cole, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Sony20.

Las Vegas Outlet Center

NV

Las Vegas

Fee


100.0%

Acquired 2004


100.0
%







474,828

Adidas, Calvin Klein, Coach, Gymboree, Liz Claiborne, Nautica, Nike, Reebok, Timberland, Tommy Hilfiger, VF Outlet, Zales21.

Las Vegas Premium Outlets

NV

Las Vegas

Fee


100.0%

Built 2003


100.0
%







538,660

A/X Armani Exchange, Ann Taylor, Banana Republic, Coach, Diesel, Dolce & Gabbana, Elie Tahari, Kenneth Cole, Lacoste, Polo Ralph Lauren, Salvatore Ferragamo22.

Leesburg Corner Premium Outlets

VA

Leesburg (Washington D.C.)

Fee


100.0%

Acquired 2004


100.0
%







463,288

Ann Taylor, Barneys New York, Burberry, Coach, Crate & Barrel, Diesel, DKNY, Kenneth Cole, Nike, Polo Ralph Lauren, Restoration Hardware, Saks Fifth Avenue Off 5th, Williams-Sonoma23.

Liberty Village Premium Outlets

NJ

Flemington

Fee


100.0%

Acquired 2004


99.3
%







168,466

Ann Taylor, Brooks Brothers, Calvin Klein, Cole Haan, J.Crew, Liz Claiborne, Michael Kors, Polo Ralph Lauren, Tommy Hilfiger24.

Lighthouse Place Premium Outlets

IN

Michigan City

Fee


100.0%

Acquired 2004


99.4
%







454,314

Ann Taylor, Banana Republic, Burberry, Coach, Coldwater Creek, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger25.

Napa Premium Outlets

CA

Napa

Fee


100.0%

Acquired 2004


99.4
%







179,348

Ann Taylor, Banana Republic, Barneys New York, Calvin Klein, Coach, Cole Haan, J.Crew, Kenneth Cole, Nautica, Tommy Hilfiger26.

North Georgia Premium Outlets

GA

Dawsonville (Atlanta)

Fee


100.0%

Acquired 2004


98.6
%







539,757

Ann Taylor, Banana Republic, Calvin Klein, Coach, Hugo Boss, J.Crew, Nike, Polo Ralph Lauren, Restoration Hardware, Saks Fifth Avenue Off 5th, Williams-Sonoma27.

Orlando Premium Outlets

FL

Orlando

Fee


100.0%

Acquired 2004


100.0
%







549,379

Barneys New York, Burberry, Coach, Diesel, Dior, Fendi, Giorgio Armani, Hugo Boss, J. Crew, Lacoste, Nike, Polo Ralph Lauren, Salvatore Ferragamo, Theory28.

Osage Beach Premium Outlets

MO

Osage Beach

Fee


100.0%

Acquired 2004


99.0
%







391,309

Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Polo Ralph Lauren, Tommy Hilfiger29.

Petaluma Village Premium Outlets

CA

Petaluma (Santa Rosa)

Fee


100.0%

Acquired 2004


100.0
%







195,982

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


23

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants30.

Philadelphia Premium Outlets

PA

Limerick (Philadelphia)

Fee


100.0%

Built 2007


98.8
%







549,070

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Cole Haan, DKNY, Elie Tahari, Gap Outlet, Guess, J.Crew, Michael Kors, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Restoration Hardware,
Sony31.

Rio Grande Valley Premium Outlets

TX

Mercedes (McAllen)

Fee


100.0%

Built 2006


97.9
%







578,890

Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Gap Outlet, Guess, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony, Tommy Hilfiger32.

Round Rock Premium Outlets

TX

Round Rock (Austin)

Fee


100.0%

Built 2006


100.0
%







431,621

Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Gap Outlet, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Theory, Tommy Hilfiger33.

Seattle Premium Outlets

WA

Tulalip (Seattle)

Ground Lease (2035)


100.0%

Built 2005


100.0
%







402,668

Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Juicy Couture, Kenneth Cole, Nike, Polo Ralph Lauren, Restoration Hardware, Sony34.

St. Augustine Premium Outlets

FL

St. Augustine (Jacksonville)

Fee


100.0%

Acquired 2004


99.6
%







328,632

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Reebok, Tommy Bahama35.

The Crossings Premium Outlets

PA

Tannersville

Fee and Ground Lease (2009)(7)


100.0%

Acquired 2004


100.0
%







411,731

Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Coldwater Creek, J.Crew, Liz Claiborne, Nike, Polo Ralph Lauren, Reebok, Tommy Hilfiger36.

Vacaville Premium Outlets

CA

Vacaville

Fee


100.0%

Acquired 2004


100.0
%







442,042

Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, J.Crew, Nike, Polo Ralph Lauren, Restoration Hardware37.

Waikele Premium Outlets

HI

Waipahu (Honolulu)

Fee


100.0%

Acquired 2004


99.7
%







209,846

A/X Armani Exchange, Banana Republic, Barneys New York, Calvin Klein, Coach, Guess, Kenneth Cole, Polo Ralph Lauren, Saks Fifth Avenue Off 5th38.

Waterloo Premium Outlets

NY

Waterloo

Fee


100.0%

Acquired 2004


98.2
%







417,577

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger, VF Outlet39.

Woodbury Common Premium Outlets

NY

Central Valley (New York)

Fee


100.0%

Acquired 2004


100.0
%







844,246

Banana Republic, Burberry, Chanel, Chloe, Coach, Dior, Dolce & Gabbana, Giorgio Armani, Gucci, Lacoste, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th40.

Wrentham Village Premium Outlets

MA

Wrentham (Boston)

Fee


100.0%

Acquired 2004


100.0
%







615,713

Banana Republic, Barneys New York, Burberry, Coach, Hugo Boss, Kenneth Cole, Lacoste, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragmo, Sony, Williams-SonomaTotal U.S. Premium Outlet Centers GLA








16,383,378


24

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major TenantsCommunity/Lifestyle Centers1.

Arboretum

TX

Austin

Fee


100.0%

Acquired 1998


86.0
%







206,827

Barnes & Noble, Pottery Barn2.

Bloomingdale Court

IL

Bloomingdale (Chicago)

Fee


100.0%

Built 1987


81.5
%







630,359

Best Buy, T.J. Maxx N More, Office Max, Old Navy, Wal-Mart, Dick's Sporting Goods, Jo-Ann Fabrics3.

Brightwood Plaza

IN

Indianapolis

Fee


100.0%

Built 1965


100.0
%







38,4934.

Charles Towne Square

SC

Charleston

Fee


100.0%

Built 1976


100.0
%







71,794

Regal Cinema5.

Chesapeake Center

VA

Chesapeake (Virginia Beach-Norfolk)

Fee


100.0%

Built 1989


93.4
%







305,935

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

Clay Terrace

IN

Carmel (Indianapolis)

Fee


50.0%
(4)(18)
Built 2004


93.8
%







503,693

Dick's Sporting Goods, Whole Foods, DSW(8)7.

Cobblestone Court

NY

Victor (Rochester)

Fee and Ground Lease (2038)(7)


35.0%
(4)(13)
Built 1993


99.4
%







265,445

Dick's Sporting Goods, Kmart, Office Max8.

Countryside Plaza

IL

Countryside (Chicago)

Fee


100.0%

Built 1977


85.0
%







403,756

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

Crystal Court

IL

Crystal Lake (Chicago)

Fee


35.0%
(4)(13)
Built 1989


52.8
%







278,970

(8)10.

Dare Centre

NC

Kill Devil Hills

Ground Lease (2058)


100.0%

Acquired 2004


98.7
%







168,838

Belk, Food Lion11.

DeKalb Plaza

PA

King of Prussia (Philadelphia)

Fee


50.3%
(15)
Acquired 2003


100.0
%







101,742

ACME Grocery12.

Eastland Convenience Center

IN

Evansville

Ground Lease (2075)


50.0%
(4)
Acquired 1998


96.1
%







175,639

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

Eastland Plaza

OK

Tulsa

Fee


100.0%

Built 1986


41.7
%







190,261

Marshalls, Toys 'R Us(8)(17)14.

Empire East(1)

SD

Sioux Falls

Fee


50.0%
(4)
Acquired 1998


98.1
%







297,278

Kohl's, Target, Bed Bath & Beyond15.

Fairfax Court

VA

Fairfax (Washington, D.C.)

Fee


41.3%
(4)(13)
Built 1992


100.0
%







249,658

Burlington Coat Factory, Offenbacher's(8)16.

Forest Plaza

IL

Rockford

Fee


100.0%

Built 1985


93.2
%







428,039

Kohl's, Marshalls, Michaels, Factory Card Outlet, Office Max, Bed Bath & Beyond, Petco, Babies 'R Us, Toys 'R Us(8)17.

Gaitway Plaza

FL

Ocala

Fee


23.3%
(4)(13)
Built 1989


95.1
%







208,873

Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed Bath & Beyond18.

Gateway Center

TX

Austin

Fee


100.0%

2004


81.2
%







512,625

Star Furniture, Best Buy, Recreational Equipment, Inc., Whole Foods, Crate & Barrel, The Container Store, Old Navy, Regal Cinema(17)19.

Great Lakes Plaza

OH

Mentor (Cleveland)

Fee


100.0%

Built 1976


100.0
%







164,104

Michael's, Best Buy, Cost Plus World Market(8)20.

Greenwood Plus

IN

Greenwood (Indianapolis)

Fee


100.0%

Built 1979


100.0
%







155,319

Best Buy, Kohl's21.

Hamilton Town Center

IN

Noblesville (Indianapolis)

Fee


50.0%
(4)
Built 2008


80.4
%







649,576

JCPenney, Borders, Dick's Sporting Goods, Old Navy, Stein Mart, Bed Bath & Beyond, DSW, Ulta, Hamilton 16 IMAX22.

Henderson Square

PA

King of Prussia (Philadelphia)

Fee


76.0%
(15)
Acquired 2003


96.0
%







107,383

Genuardi's Family Market(8)23.

Highland Lakes Center

FL

Orlando

Fee


100.0%

Built 1991


75.6
%







493,378

Marshalls, Bed Bath & Beyond, American Signature Furniture, Ross Dress for Less, Burlington Coat Factory(8)24.

Indian River Commons

FL

Vero Beach

Fee


50.0%

Built 1997


100.0
%







255,882

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


25

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants25.

Ingram Plaza

TX

San Antonio

Fee


100.0%

Built 1980


100.0
%







111,518

Sheplers, Macy's Home Store26.

Keystone Shoppes

IN

Indianapolis

Ground Lease (2067)


100.0%

Acquired 1997


89.8
%







29,14027.

Knoxville Commons

TN

Knoxville

Fee


100.0%

Built 1987


100.0
%







180,463

Office Max, Home Emporium(17)28.

Lake Plaza

IL

Waukegan (Chicago)

Fee


100.0%

Built 1986


90.3
%







215,462

Home Owners Bargain Outlet(8)29.

Lake View Plaza

IL

Orland Park (Chicago)

Fee


100.0%

Built 1986


95.0
%







368,007

Factory Card Outlet, Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture, Loehmann's30.

Lakeline Plaza

TX

Cedar Park (Austin)

Fee


100.0%

Built 1998


98.2
%







387,445

T.J. Maxx, Old Navy, Best Buy, Ross Dress for Less, Office Max, PetsMart, Party City, Cost Plus World Market, Toys 'R Us(8)31.

Lima Center

OH

Lima

Fee


100.0%

Built 1978


85.6
%







236,878

Kohl's, Hobby Lobby, T.J. Maxx32.

Lincoln Crossing

IL

O'Fallon (St. Louis)

Fee


100.0%

Built 1990


95.5
%







243,266

Wal-Mart, PetsMart, The Home Depot33.

Lincoln Plaza

PA

King of Prussia (Philadelphia)

Fee


65.0%
(15)
Acquired 2003


100.0
%







267,231

Burlington Coat Factory, AC Moore, Michaels, T.J. Maxx, Home Goods(8)34.

MacGregor Village

NC

Cary (Raleigh)

Fee


100.0%

Acquired 2004


82.2
%







144,85935.

Mall of Georgia Crossing

GA

Buford (Atlanta)

Fee


100.0%

Built 1999


98.7
%







440,612

Best Buy, American Signature Furniture, T.J. Maxx 'n More, Nordstrom Rack, Staples, Target36.

Markland Plaza

IN

Kokomo

Fee


100.0%

Built 1974


100.0
%







90,527

Best Buy, Bed Bath & Beyond37.

Martinsville Plaza

VA

Martinsville

Space Lease (2046)


100.0%

Built 1967


97.1
%







102,105

Rose's38.

Matteson Plaza

IL

Matteson (Chicago)

Fee


100.0%

Built 1988


47.4
%







270,955

Dominick's(8)39.

Muncie Towne Plaza

IN

Muncie

Fee


100.0%

Built 1998


98.6
%







298,821

Kohl's, Target, Shoe Carnival, T.J. Maxx, MC Sporting Goods, Kerasotes Theatres40.

New Castle Plaza

IN

New Castle

Fee


100.0%

Built 1966


71.6
%







91,64841.

North Ridge Plaza

IL

Joliet (Chicago)

Fee


100.0%

Built 1985


85.5
%







305,070

Hobby Lobby, Office Max, Minnesota Fabrics, Burlington Coat Factory, Ultra Foods Grocery42.

North Ridge Shopping Center

NC

Raleigh

Fee


100.0%

Acquired 2004


98.2
%







166,619

Ace Hardware, Kerr Drugs, Harris-Teeter Grocery43.

Northwood Plaza

IN

Fort Wayne

Fee


100.0%

Built 1974


78.8
%







208,245

Target, Cinema Grill44.

Palms Crossing

TX

McAllen

Fee


100.0%

Built 2007


99.5
%







337,249

Bealls, DSW, Barnes & Noble, Babies 'R Us, Sports Authority, Guitar Center, Cavendar's Boot City, Best Buy45.

Park Plaza

KY

Hopkinsville

Fee


100.0%

Built 1968


91.8
%







114,924

Big Lots!46.

Pier Park

FL

Panama City Beach

Fee


100.0%

Built 2008


89.8
%







815,706

Dillard's, JCPenney, Target, Old Navy, Borders, Grand Theatres47.

Plaza at Buckland Hills, The

CT

Manchester (Hartford)

Fee


35.0%
(4)(13)
Built 1993


77.4
%







334,546

Jo-Ann Fabrics, Party City, Toys 'R Us, Michaels, PetsMart(17)48.

Regency Plaza

MO

St. Charles (St. Louis)

Fee


100.0%

Built 1988


95.5
%







287,473

Wal-Mart, Sam's Wholesale Club49.

Richardson Square

TX

Richardson

Fee


100.0%

Built 2008


100.0
%







512,845

Lowe's, Ross Dress for Less, Sears, Super Target50.

Ridgewood Court

MS

Jackson

Fee


35.0%
(4)(13)
Built 1993


97.8
%







369,501

T.J. Maxx, Lifeway Christian Bookstore, Bed Bath & Beyond, Best Buy, Michaels, Marshalls51.

Rockaway Commons

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


90.9
%







149,570

Best Buy, Acme, Office Depot52.

Rockaway Town Plaza

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


100.0
%







458,828

Target, Pier 1 Imports, PetsMart, Dick's Sporting Goods, AMC Theatres


26

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants53.

Royal Eagle Plaza

FL

Coral Springs (Miami-Ft. Lauderdale)

Fee


35.0%
(4)(13)
Built 1989


100.0
%







199,059

K Mart, Stein Mart54.

Shops at Arbor Walk, The

TX

Austin

Ground Lease (2055)


100.0%

Built 2006


97.7
%







442,585

Home Depot, Marshall's, DSW, Golf Galaxy, Jo-Ann Fabrics55.

Shops at North East Mall, The

TX

Hurst (Dallas-Ft. Worth)

Fee


100.0%

Built 1999


98.2
%







364,833

Michael's, PetsMart, Old Navy, Pier 1 Imports, T.J. Maxx, Bed Bath & Beyond, Best Buy, Barnes & Noble56.

St. Charles Towne Plaza

MD

Waldorf (Washington, D.C.)

Fee


100.0%

Built 1987


72.3
%







394,873

K & G Menswear, CVS, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Gallo(8)57.

Teal Plaza

IN

Lafayette

Fee


100.0%

Built 1962


43.4
%







101,087

Pep Boys(8)58.

Terrace at the Florida Mall

FL

Orlando

Fee


100.0%

Built 1989


87.6
%







346,693

Marshalls, American Signature Furniture, Global Import, Target, Bed Bath & Beyond(8)59.

Tippecanoe Plaza

IN

Lafayette

Fee


100.0%

Built 1974


100.0
%







90,522

Best Buy, Barnes & Noble60.

University Center

IN

Mishawaka (South Bend)

Fee


100.0%

Built 1980


57.5
%







150,524

Michael's, Best Buy61

Village Park Plaza

IN

Camel (Indianapolis)

Fee


35.0%
(4)(13)
Built 1990


97.4
%







549,576

Bed Bath & Beyond, Ashley Furniture HomeStore, Kohl's, Wal-Mart, Marsh, Menards, Regal Cinema62.

Washington Plaza

IN

Indianapolis

Fee


100.0%

Built 1976


100.0
%







50,10763.

Waterford Lakes Town Center

FL

Orlando

Fee


100.0%

Built 1999


100.0
%







949,779

Ross Dress for Less, T.J. Maxx, Bed Bath & Beyond, Old Navy, Barnes & Noble, Best Buy, Jo-Ann Fabrics, Office Max, PetsMart, Target, Ashley Furniture HomeStore, L.A. Fitness, Regal
Cinema64.

West Ridge Plaza

KS

Topeka

Fee


100.0%

Built 1988


89.5
%







254,519

T.J. Maxx, Toys 'R Us, Target65.

West Town Corners

FL

Altamonte Springs (Orlando)

Fee


23.3%
(4)(13)
Built 1989


95.9
%







385,643

Sports Authority, PetsMart, Winn-Dixie Marketplace, American Signature Furniture, Wal-Mart66.

Westland Park Plaza

FL

Orange Park (Jacksonville)

Fee


23.3%
(4)(13)
Built 1989


96.1
%







163,154

Sports Authority, PetsMart, Burlington Coat Factory67.

White Oaks Plaza

IL

Springfield

Fee


100.0%

Built 1986


93.9
%







391,474

T.J. Maxx, Office Max, Kohl's Babies 'R Us, Kids 'R Us, Country Market68.

Whitehall Mall

PA

Whitehall

Fee


38.0%
(15)(4)
Acquired 2003


89.3
%







588,143

Sears, Kohl's, Bed Bath & Beyond, Borders Books & Music, Gold's Gym69.

Willow Knolls Court

IL

Peoria

Fee


35.0%
(4)(13)
Built 1990


96.9
%







382,377

Burlington Coat Factory, Kohl's, Sam's Wholesale Club, Willow Knolls 1470.

Wolf Ranch

TX

Georgetown (Austin)

Fee


100.0%

Built 2005


77.1
%







614,012

Kohl's, Target, Michaels, Best Buy, Office Depot, Old Navy, Pier 1 Imports, PetsMart, T.J. Maxx, DSWTotal Community/Lifestyle Center GLA








20,822,340Other Properties1.

Crossville Outlet Center

TN

Crossville

Fee


100.0%

Acquired 2004


100.0
%







151,256

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

Factory Merchants Branson

MO

Branson

Ground Lease (2021)


100.0%

Acquired 2004


78.2
%







269,307

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

Factory Stores of America-Boaz

AL

Boaz

Ground Lease (2012)


100.0%

Acquired 2004


81.6
%







111,909

Bon Worth, Easy Spirit, Rue21, VF Outlet4.

Factory Stores of AmericaGeorgetown

KY

Georgetown

Fee


100.0%

Acquired 2004


97.7
%







176,615

Bass, Dressbarn, Rack Room Shoes, Van Heusen


27

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants5.

Factory Stores of AmericaGraceville

FL

Graceville

Fee


100.0%

Acquired 2004


100.0
%







83,962

Factory Brand Shoes, Van Heusen, VF Outlet6.

Factory Stores of AmericaLebanon

MO

Lebanon

Fee


100.0%

Acquired 2004


100.0
%







86,249

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

Factory Stores of America-Nebraska City

NE

Nebraska City

Fee


100.0%

Acquired 2004


97.8
%







89,646

Bass, Easy Spirit, Van Heusen, VF Outlet8.

Factory Stores of AmericaStory City

IA

Story City

Fee


100.0%

Acquired 2004


85.3
%







112,405

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

Factory Stores of North Bend

WA

North Bend

Fee


100.0%

Acquired 2004


100.0
%







223,402

Adidas, Bass, Carter's, Coach, Gap Outlet, Izod, Nike, Nine West, Samsonite, Van Heusen, VF Outlet10.

The Factory Shoppes at Branson Meadows

MO

Branson

Ground Lease (2021)


100.0%

Acquired 2004


88.0
%







915,279

Branson Meadows Cinemas, Dressbarn, VF Outlet11.

Nanuet Mall

NY

Nanuet (New York)

Fee


100.0%

Acquired 1998


66.7
%







1,083,373

Macy's, Sears(8)12.

Palm Beach Mall

FL

West Palm Beach (Miami-Fort Lauderdale)

Fee


100.0%

Built 1967


82.3
%







917,195

Dillard's, Macy's, JCPenney, Sears, Borders Books & Music13.

Raleigh Springs Mall

TN

Memphis

Fee and Ground Lease (2018)(7)


100.0%

Built 1971


59.1
%







286,924

Sears, Malco Theatres(8)(17)14.

University Mall

FL

Pensacola

Fee


100.0%

Acquired 1994


73.5
%







709,220

JCPenney, Sears, BelkTotal Other GLA








5,216,742Mills PropertiesThe Mills®1.

Arizona Mills

AZ

Tempe (Phoenix)

Fee


25.0%

Acquired 2007


93.8
%







1,250,934

Marshalls, Last Call Nieman Marcus, Off 5th Saks Fifth Avenue, Burlington Coat Factory, Sears Appliance Outlet, Gameworks, Sports Authority, Ross Dress for Less, JCPenney Outlet, Group USA, Hi-Health, Harkins Cinemas,
 IMAX Theatre2.

Arundel Mills

MD

Hanover (Baltimore)

Fee


29.6%

Acquired 2007


99.9
%







1,291,849

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

Colorado Mills

CO

Lakewood (Denver)

Fee


18.8%
(2)
Acquired 2007


83.1
%







1,106,368

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


28

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants4.

Concord Mills

NC

Concord (Charlotte)

Fee


29.6%
(2)
Acquired 2007


97.0
%







1,347,377

Bass Pro Shops Outdoor World, Books-A-Million, Burlington Coat Factory, Off 5th Saks Fifth Avenue, FYE, The Children's Place Outlet, Dave & Buster's, NIKE, T.J. Maxx, Group USA, Sun & Ski, AC Moore,
 Off Broadway Shoes, Old Navy, Bed Bath & Beyond, NASCAR Speedpark, AMC Theatres5.

Discover Mills

GA

Lawrenceville (Atlanta)

Fee


25.0%
(2)
Acquired 2007


95.2
%







1,183,562

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

Franklin Mills

PA

Philadelphia

Fee


50.0%

Acquired 2007


94.9
%







1,753,021

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

Grapevine Mills

TX

Grapevine (Dallas-Ft. Worth)

Fee


29.6%

Acquired 2007


97.3
%







1,775,656

Bed, Bath & Beyond, Books-A-Million, Burlington Coat Factory, The Children's Place, Forever 21, Group USAThe Clothing Co. JCPenney Outlet, Marshalls, NIKE, OFF 5th Saks Fifth Avenue, Old Navy,
Virgin Megastore, Western Warehouse, Gameworks, AMC Theatres, Dr. Pepper Star Center, Sun & Ski Sports, Last Call Neiman Marcus, Sears Appliance Outlet, Bass Pro Outdoor World, Woodward Skate Park8.

Great Mall

CA

Milpitas (San Jose)

Fee


24.5%
(2)
Acquired 2007


93.0
%







1,380,741

Last Call Nieman Marcus, Sports Authority, Group USA, Old Navy, Kohl's, Dave & Busters, H&M, Sears Appliance Outlet, Burlington Coat Factory, Marshalls, Off 5th Saks Fifth Avenue, NIKE, Century
Theatres(8)9.

Gurnee Mills

IL

Gurnee (Chicago)

Fee


50.0%

Acquired 2007


95.6
%







1,821,704

Bass Pro Shops Outdoor World, Bed Bath & Beyond, Burlington Coat Factory, H&M, JCPenney Outlet Store, Kohl's, Marshall's Home Goods, Off 5thSaks Fifth Avenue Outlet, Nickles & Dimes, Sears
Grand, The Sports Authority, T.J. Maxx, VF Outlet, Marcus Cinema, Last Call Neiman Marcus10.

Katy Mills

TX

Katy (Houston)

Fee


31.3%
(2)
Acquired 2007


93.2
%







1,574,216

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


29

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major Tenants11.

Ontario Mills

CA

Ontario

Fee


25.0%

Acquired 2007


94.5
%







1,481,954

Burlington Coat Factory, Totally for Kids, NIKE, Gameworks, The Children's Place Outlet, Cost Plus World Market, Marshalls, JCPenney Outlet, Off 5th Saks Fifth Avenue Outlet, Bed Bath & Beyond, Nordstrom Rack,
Dave & Busters, Group USA, Sam Ash Music, Off Broadway Shoes, AMC Theatres(8)12.

Opry Mills

TN

Nashville

Fee


24.5%
(2)
Acquired 2007


96.5
%







1,158,952

Bass Pro Shops Outdoor World, Dave & Buster's, The Gibson Showcase, Bed Bath & Beyond, Off 5th Saks Fifth Avenue Outlet, Barnes & Noble, Old Navy, Off Broadway Shoe Warehouse, Nike Factory
Store, Sun & Ski Sports, BLACKLION, Regal Cinema, XXI Forever13.

Potomac Mills

VA

Prince William (Washington, D.C.)

Fee


50.0%

Acquired 2007


96.7
%







1,515,731

Group USA, Marshall's, T.J. Maxx, Sears Appliance Outlet, Old Navy, JCPenney Outlet, Urban Behavior, Burlington Coat Factory, Off Broadway Shoe Warehouse, Nordstrom Rack and Off 5th Saks Fifth Avenue Outlet,
Costco Warehouse, The Children's Place, AMC Theatres, Modell's Sporting Goods, Books-A-Million, The Sports Authority, H&M, Last Call Neiman Marcus(6)14.

Sawgrass Mills

FL

Sunrise (Miami-Ft. Lauderdale)

Fee


50.0%

Acquired 2007


98.5
%







2,252,117

American Signature Home, Beall's Outlet, Bed Bath & Beyond, Brandsmart USA, Burlington Coat Factory, Gameworks, JCPenney Outlet Store, Marshalls, Neiman Marcus Last Call Clearance Center, Nike Factory Store,
Nordstrom Rack, Off 5th Saks Fifth Avenue Outlet, Ron Jon Surf Shop, The Sports Authority, Super Target, T.J. Maxx, VF Factory Outlet, Wannado City, FYE, Off Broadway Shoes, Regal Cinema, GAP Outlet, Books-A-Million15.

St. Louis Mills

MO

Hazelwood (St. Louis)

Fee


25.0%
(2)
Acquired 2007


81.1
%







1,191,207

Bed Bath & Beyond, Books-A-Million, Burlington Coat Factory, Cabela's, iceZONE, Marshalls MegaStore, NASCAR SpeedPark, Off Broadway Shoe Warehouse, Sears Appliance Outlet, The Children's Place Outlet, Regal
Cinema16.

The Block at Orange

CA

Orange (Los Angeles)

Fee


25.0%

Acquired 2007


96.8
%







717,692

Dave & Buster's, Vans Skatepark, Lucky Strike Lanes, Borders Books & Music, Hilo Hattie, Off 5th Saks Fifth Avenue, AMC Theatres, Nike Factory Store, Last Call Neiman MarcusSubtotal The Mills®








22,803,081


30

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major TenantsMills Regional Malls17.

Briarwood Mall

MI

Ann Arbor

Fee


25.0%

Acquired 2007


95.9
%

608,118


367,790


975,908

Macy's, JCPenney, Sears, Von Maur18.

Del Amo Fashion Center

CA

Torrance (Los Angeles)

Fee


25.0%
(2)
Acquired 2007


78.0
%

1,341,701


1,061,962
(18)

2,403,663

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

Dover Mall

DE

Dover

Fee


34.1%

Acquired 2007


95.1
%

583,696


303,500


887,196

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

Esplanade, The

LA

Kenner (New Orleans)

Fee


50.0%

Acquired 2007


88.8
%

544,140


355,394


899,534

Dillard's, Dillard's Men's, Macy's(6)(20)21.

Falls, The

FL

Miami

Fee


25.0%

Acquired 2007


95.0
%

455,000


353,753


808,753

Bloomingdale's, Macy's, Regal Cinema22.

Galleria at White Plains, The

NY

White Plains (New York)

Fee


50.0%

Acquired 2007


83.4
%

556,067


322,321


878,388

Macy's, Sears, H&M23.

Hilltop Mall

CA

Richmond (San Francisco)

Fee


25.0%

Acquired 2007


75.6
%

748,551


321,142


1,069,693

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

Lakeforest Mall

MD

Gaithersburg (Washington, D.C.)

Fee


25.0%

Acquired 2007


81.3
%

639,289


406,236


1,045,525

Macy's, Lord & Taylor, JCPenney, Sears25.

Mall at Tuttle Crossing, The

OH

Dublin (Columbus)

Fee


25.0%

Acquired 2007


91.1
%

744,128


380,624


1,124,752

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

Marley Station

MD

Glen Burnie (Baltimore)

Fee


25.0%

Acquired 2007


80.8
%

735,682


334,183


1,069,865

Macy's, JCPenney, Sears, The Movies at Marley Station, Gold's Gym27.

Meadowood Mall

NV

Reno

Fee


25.0%

Acquired 2007


89.4
%

609,840


274,442


884,282

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

Northpark Mall

MS

Ridgeland (Jackson)

Fee


50.0%

Acquired 2007


90.2
%

646,725


311,273


957,998

Dillard's, JCPenney, Belk, Regal Cinema29.

Shops at Riverside, The

NJ

Hackensack (New York)

Fee


50.0%

Acquired 2007


91.0
%

404,666


340,663


745,329

Bloomingdale's, Saks Fifth Avenue, Barnes & Noble30.

Southdale Center

MN

Edina (Minneapolis)

Fee


50.0%

Acquired 2007


85.5
%

817,320


524,307


1,341,627

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

Southridge Mall

WI

Greendale (Milwaukee)

Fee


50.0%

Acquired 2007


92.1
%

874,925


348,181


1,223,106

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

Stoneridge Shopping Center

CA

Pleasanton (San Francisco)

Fee


25.0%

Acquired 2007


96.7
%

841,454


460,038


1,301,492

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


11,151,302


6,465,809


17,617,111


31

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Gross Leasable AreaOwnership
Interest
(Expiration if
Lease)(3)Property Name

State

City (CBSA)

Legal
Ownership

Year Built
or
Acquired

Occupancy(5)

Anchor

Mall &
Freestanding

Total

Retail Anchors and Selected Major TenantsMills Community Centers33.

Arundel Mills Marketplace

MD

Hanover (Baltimore)

Fee


29.6%

Acquired 2007


100.0
%







101,613

Michael's, Staples34.

Concord Mills Marketplace

NC

Concord (Charlotte)

Fee


50.0%

Acquired 2007


100.0
%







230,683

BJ's Wholesale Club, Garden Ridge35.

Denver West Village

CO

Lakewood

Fee


18.8%

Acquired 2007


99.6
%







310,090

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

Liberty Plaza

PA

Philadelphia

Fee


50.0%

Acquired 2007


94.2
%







371,446

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








1,013,832Total Mills Properties








41,434,024Total U.S. Properties GLA








246,039,154


32

---



Table of Contents

FOOTNOTES:

---

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113,000 sq. ft.


33

---





Table of Contents

International Properties

Our ownership interests in entities that operate properties outside the United States are primarily owned through joint venture
arrangements. However, during 2008, we acquired shares of stock of Liberty International, PLC, or Liberty, as further described below.



The following summarizes our joint venture investments in Europe and the underlying countries in which these joint ventures own and
operate real estate properties as of December 31, 2008:

Joint Venture Investment

Ownership
Interest

Properties
open and
operating

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


49.0
%

45

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 GCI are fully
integrated European retail real estate developers, owners and managers.

Our
properties in Europe consist primarily of hypermarket-anchored shopping centers. Substantially all of our European properties are anchored by either the hypermarket retailer Auchan,
primarily in Italy, who is also our partner in GCI, or are anchored by the hypermarket Carrefour in France and Poland. Certain of the properties in Italy are subject to leaseholds whereby GCI leases
all or a portion of the premises from a third party who is entitled to receive substantially all the economic benefits of that portion of the properties. Auchan and Carrefour are the two largest
hypermarket operators in Europe.



We also hold real estate interests in seven joint venture properties in Japan, one property in Mexico, one property in Korea, and one
property in China. The seven Japanese Premium Outlet Centers operate in various cities throughout Japan and are held in a joint venture with Mitsubishi Estate Co., Ltd. and Sojitz
Corporation (formerly known as Nissho Iwai Corporation). These centers comprise over 2.0 million square feet of GLA and were 99.9% leased as of December 31, 2008. They contain 854 stores
with approximately
380 different tenants. The Premium Outlet Center in Mexico was 92% leased as of December 31, 2008, and the Premium Outlet Center in Korea was 100% leased as of December 31, 2008. The
center in Changshu, China was 98% occupied as of December 31, 2008.

The
following summarizes these nine Premium Outlet Centers in international joint ventures:

Joint Venture Investment Holdings

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


40.0
%Kobe-Sanda Premium Outlets  Hyougo-Ken (Osaka), Japan


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


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


40.0
%Sendai-Izumi Premium Outlets  Izumi Park Town (Sendai), Japan


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


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


40.0
%Premium Outlets Punta Norte  Mexico City, Mexico


50.0
%Yeoju Premium Outlets  Seoul, South Korea


50.0
%


In
2008, we completed construction on Sendai Izumi Premium Outlets, a 164,000 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 joint venture arrangements, we have a 32.5% interest in four shopping centers in China, one of which is open and three that are
under construction, aggregating 2.0 million square feet of GLA.

Liberty
operates regional shopping centers and is the owner of other prime retail assets throughout the U.K. Liberty is a U.K. FTSE 100 listed company, with shareholders' funds
of £4.7 billion and property investments of

34

---



Table of Contents

£8.6 billion,
of which its U.K. regional shopping centers comprise 75%. Assets of the group under control or joint control amount to £11.0 billion. Liberty
converted into a U.K. Real Estate Investment Trust (REIT) on January 1, 2007. Our interest in Liberty is less than 5% of their shares and is adjusted to their quoted market price, including a
related foreign exchange component.

The
following property table summarizes certain data for our properties located in Europe, Japan, Mexico, Korea, and China at December 31, 2008.

35

---





Table of Contents

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

Gross Leasable Area (1)COUNTRY/Property Name

City (Metropolitan area)

Ownership
Interest

SPG
Effective
Ownership

Year
Built

Hypermarket/
Anchor (4)

Mall &
Freestanding

Total

Retail Anchors and
Major TenantsFRANCE1.

Bay 2

Torcy (Paris)

Fee


50.0
%
2003


159,900


416,900


576,800

Carrefour, Leroy Merlin2.

Bay 1

Torcy (Paris)

Fee


50.0
%
2004





348,900


348,900

Conforama, Go Sport3.

Bel'Est

Bagnolet (Paris)

Fee


17.5
%
1992


109,800


63,300


173,100

Auchan4.

Villabé A6

Villabé (Paris)

Fee


7.5
%
1992


124,900


159,400


284,300

Carrefour5.

Wasquehal

Wasquehal (Lille)

Fee


50.0
%
2006


131,300


123,400


254,700

CarrefourSubtotal France











525,900


1,111,900


1,637,800ITALY6.

Ancona  Senigallia

Senigallia (Ancona)

Fee


49.0
%
1995


41,200


41,600


82,800

Cityper7.

Ascoli Piceno  Grottammare

Grottammare (Ascoli Piceno)

Fee


49.0
%
1995


38,900


55,900


94,800

Cityper8.

Ascoli Piceno  Porto Sant'Elpidio

Porto Sant'Elpidio (Ascoli Piceno)

Fee


49.0
%
1999


48,000


114,300


162,300

Cityper9.

Bari  Casamassima

Casamassima (Bari)

Fee


49.0
%
1995


159,000


388,800


547,800

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

Bari  Modugno

Modugno (Bari)

Fee


49.0
%
2004


96,900


46,600


143,500

Auchan, euronics, Decathlon11.

Brescia  Mazzano

Mazzano (Brescia)

Fee / Leasehold (2)


49.0
%(2)
1994


103,300


127,400


230,700

Auchan, Bricocenter, Upim12.

Brindisi-Mesagne

Mesagne (Brindisi)

Fee


49.0
%
2003


88,000


140,600


228,600

Auchan13.

Cagliari  Santa Gilla

Cagliari

Fee / Leasehold (2)


49.0
%(2)
1992


75,900


114,800


190,700

Auchan, Bricocenter14.

Catania  La Rena

Catania

Fee


49.0
%
1998


124,100


22,100


146,200

Auchan15.

Cinisello

Cinisello (Milano)

Fee


49.0
%
2007


125,000


250,600


375,600

Auchan16.

Cuneo

Cuneo (Torino)

Fee


49.0
%
2004


80,700


201,500


282,200

Auchan, Bricocenter17.

Giugliano

Giugliano (Napoli)

Fee


49.0
%(5)
2006


130,000


624,500


754,500

Auchan18.

Milano  Rescaldina

Rescaldina (Milano)

Fee


49.0
%
2000


165,100


212,000


377,100

Auchan, Bricocenter, Decathlon, Media World19.

Milano  Vimodrone

Vimodrone (Milano)

Fee


49.0
%
1989


110,400


80,200


190,600

Auchan, Bricocenter20.

Napoli  Pompei

Pompei (Napoli)

Fee


49.0
%
1990


74,300


17,100


91,400

Auchan21.

Nola  Volcano Buono

Nola (Napoli)

Fee


22.1
%
2007


142,900


733,100


876,000

Auchan, Coin, Holiday Inn, Media World22.

Padova

Padova

Fee


49.0
%
1989


73,300


32,500


105,800

Auchan23.

Palermo

Palermo

Fee


49.0
%
1990


73,100


9,800


82,900

Auchan24.

Pesaro  Fano

Fano (Pesaro)

Fee


49.0
%
1994


56,300


56,000


112,300

Auchan25.

Pescara

Pescara

Fee


49.0
%
1998


96,300


65,200


161,500

Auchan26.

Pescara  Cepagatti

Cepagatti (Pescara)

Fee


49.0
%
2001


80,200


189,600


269,800

Auchan, Bata27.

Piacenza  San Rocco al Porto

San Rocco al Porto (Piacenza)

Fee


49.0
%
1992


104,500


74,700


179,200

Auchan, Darty28.

Porta Di Roma

Roma

Fee


19.6
%
2007


624,800


630,600


1,255,400

Auchan, Leroy Merlin, UGC Theatres, Ikea, Media World, Decathlon29.

Roma  Collatina

Collatina (Roma)

Fee


49.0
%
1999


59,500


4,100


63,600

Auchan30.

Sassari  Predda Niedda

Predda Niedda (Sassari)

Fee / Leasehold (2)


49.0
%(2)
1990


79,500


154,200


233,700

Auchan, Bricocenter31.

Taranto

Taranto

Fee


49.0
%
1997


75,200


126,500


201,700

Auchan, Bricocenter32.

Torino

Torino

Fee


49.0
%
1989


105,100


66,700


171,800

Auchan33.

Torino  Venaria

Venaria (Torino)

Fee


49.0
%
1982


101,600


64,000


165,600

Auchan, Bricocenter34.

Venezia  Mestre

Mestre (Venezia)

Fee


49.0
%
1995


114,100


132,600


246,700

Auchan35.

Vicenza

Vicenza

Fee


49.0
%
1995


78,400


20,100


98,500

Auchan36.

Ancona

Ancona

Leasehold (3)


49.0
%(3)
1993


82,900


82,300


165,200

Auchan


36

---



Table of Contents

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

Gross Leasable Area (1)COUNTRY/Property Name

City (Metropolitan area)

Ownership
Interest

SPG
Effective
Ownership

Year
Built

Hypermarket/
Anchor (4)

Mall &
Freestanding

Total

Retail Anchors and
Major TenantsITALY (continued)37.

Bergamo

Bergamo

Leasehold (3)


49.0
%(3)
1976


103,000


16,900


119,900

Auchan38.

Brescia  Concesio

Concesio (Brescia)

Leasehold (3)


49.0
%(3)
1972


89,900


27,600


117,500

Auchan39.

Cagliari  Marconi

Cagliari

Leasehold (3)


49.0
%(3)
1994


83,500


109,900


193,400

Auchan, Bricocenter, Bata40.

Catania  Misterbianco

Misterbianco (Catania)

Leasehold (3)


49.0
%(3)
1989


83,300


16,000


99,300

Auchan41.

Merate  Lecco

Merate (Lecco)

Leasehold (3)


49.0
%(3)
1976


73,500


88,500


162,000

Auchan, Bricocenter42.

Milano  Cesano Boscone

Cesano Boscone (Milano)

Leasehold (3)


49.0
%(3)
2005


163,800


120,100


283,900

Auchan43.

Milano  Nerviano

Nerviano (Milano)

Leasehold (3)


49.0
%(3)
1991


83,800


27,800


111,600

Auchan44.

Monza

Monza

Leasehold (3)


49.0
%(3)



59,200


152,500


211,70045.

Napoli  Mugnano di Napoli

Mugnano di Napoli

Leasehold (3)


49.0
%(3)
1992


98,000


94,900


192,900

Auchan, Bricocenter46.

Olbia

Olbia

Leasehold (3)


49.0
%(3)
1993


74,600


133,000


207,600

Auchan47.

Roma  Casalbertone

Roma

Leasehold (3)


49.0
%(3)
1998


62,700


84,900


147,600

Auchan48.

Sassari  Centro Azuni

Sassari

Leasehold (3)


49.0
%(3)
1995





35,600


35,60049.

Torino  Rivoli

Rivoli (Torino)

Leasehold (3)


49.0
%(3)
1986


61,800


32,300


94,100

Auchan50.

Verona  Bussolengo

Bussolengo (Verona)

Leasehold (3)


49.0
%(3)
1975


89,300


75,300


164,600

Auchan, BricocenterSubtotal Italy











4,534,900


5,895,300


10,430,200POLAND51.

Arkadia Shopping Center

Warsaw

Fee


50.0
%
2004


202,200


900,800


1,103,000

Carrefour, Leroy Merlin, Media, Saturn, Cinema City, H & M, Zara, Royal Collection, Peek & Clopperburg52.

Wilenska Station Shopping Center

Warsaw

Fee


50.0
%
2002


92,700


215,900


308,600

CarrefourSubtotal Poland



Fee







294,900


1,116,700


1,411,600JAPAN53.

Gotemba Premium Outlets

Gotemba City (Tokyo)

Fee


40.0
%
2000





479,000


479,000

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

Kobe-Sanda Premium Outlets

Hyougo-ken (Osaka)

Ground Lease (2026)


40.0
%
2007





193,500


193,500

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

Rinku Premium Outlets

Izumisano (Osaka)

Ground Lease (2020)


40.0
%
2000





320,600


320,600

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

Sano Premium Outlets

Sano (Tokyo)

Ground Lease (2022)


40.0
%
2003





389,900


389,900

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

Sendai-Izumi Premium Outlets

Izumi Park Town (Sendai)

Ground Lease (2027)


40.0
%
2008





164,200


164,200

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

Toki Premium Outlets

Toki (Nagoya)

Ground Lease (2024)


40.0
%
2005





230,300


230,300

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

Tosu Premium Outlets

Fukuoka (Kyushu)

Ground Lease (2023)


40.0
%
2004





239,900


239,900

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














2,017,400


2,017,400


37

---



Table of Contents

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

Gross Leasable Area (1)COUNTRY/Property Name

City (Metropolitan area)

Ownership
Interest

SPG
Effective
Ownership

Year
Built

Hypermarket/
Anchor (4)

Mall &
Freestanding

Total

Retail Anchors and
Major TenantsMEXICO60.

Punta Norte Premium Outlets

Mexico City

Fee


50.0
%
2004





231,900


231,900

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














231,900


231,900SOUTH KOREA61.

Yeoju Premium Outlets

Yeoju

Fee


50.0
%
2007





249,900


249,900

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














249,900


249,900CHINA62.

Changshu

Changshu

Fee


32.5
%
2008


180,800


302,800


483,600

Wal-Mart, Forever 21, C&A, Sport 100, Xiang Ge Li, Dino's World, HuiyinSubtotal China











180,800


302,800


483,600TOTAL INTERNATIONAL ASSETS











5,536,500


10,925,900


16,462,400


FOOTNOTES:



38

---







Table of Contents



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 365 acres located in two states.



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

39

---





Table of Contents

Mortgage and Other IndebtednessAs of December 31, 2008  (Dollars in thousands)

Property Name

Interest
Rate

Carrying
Amount

Annual Debt
Service

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


6.20%

$
27,755

$
2,216


10/10/12Arsenal Mall HCHP Office


8.20%


1,090


286


05/05/16Bangor Mall


6.15%


80,000


4,918
(2)

10/01/17Battlefield Mall


4.60%


94,530


6,154


07/01/13Bloomingdale Court


7.78%


26,592
(4)

2,578


11/01/09Brunswick Square


5.65%


83,452


5,957


08/11/14Carolina Premium Outlets  Smithfield


9.10%


19,696
(6)

2,114


03/10/13
(25)Century III Mall


6.20%


81,930
(9)

6,541


10/10/12Chesapeake Square


5.84%


70,841


5,162


08/01/14Copley Place


1.09%
(1)

200,000


2,173
(2)

08/01/10
(3)Coral Square


8.00%


83,134


8,065


10/01/10The Crossings Premium Outlets


5.85%


53,992


4,649


03/13/13Crossroads Mall


6.20%


41,150


3,285


10/10/12Crystal River


7.63%


14,916


1,385


11/11/10
(25)Dare Centre


9.10%


1,640
(6)

176


03/10/13
(25)DeKalb Plaza


5.28%


3,071


233


01/01/15Desoto Square


5.89%


64,153


3,779
(2)

07/01/14The Factory Shoppes at Branson Meadows


9.10%


9,160
(6)

983


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


9.10%


2,678
(6)

287


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


9.10%


6,349
(6)

681


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


9.10%


1,886
(6)

202


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


9.10%


1,586
(6)

170


03/10/13
(25)Factory Stores of America  Nebraska City


9.10%


1,488
(6)

160


03/10/13
(25)Factory Stores of America  Story City


9.10%


1,841
(6)

198


03/10/13
(25)Forest Mall


6.20%


16,478
(10)

1,316


10/10/12Forest Plaza


7.78%


14,585
(4)

1,414


11/01/09Forum Shops at Caesars, The


4.78%


524,657


34,564


12/01/10Gateway Shopping Center


5.89%


87,000


5,124
(2)

10/01/11Gwinnett Place


5.68%


115,000


6,532
(2)

06/08/12Henderson Square


6.94%


14,616


1,270


07/01/11Highland Lakes Center


6.20%


15,189
(9)

1,213


10/10/12Independence Center


5.94%


200,000


11,886
(2)

07/10/17Ingram Park Mall


6.99%


77,180
(20)

6,724


08/11/11Kittery Premium Outlets


5.39%
(38)

43,556
(7)

881


07/10/13
(3)Knoxville Center


6.99%


58,446
(20)

5,092


08/11/11Lake View Plaza


7.78%


19,388
(4)

1,880


11/01/09Lakeline Plaza


7.78%


21,256
(4)

2,061


11/01/09Las Americas Premium Outlets


5.84%


180,000


10,511
(2)

06/11/16Lighthouse Place Premium Outlets


5.39%
(38)

88,623
(7)

3,670


07/10/13
(3)Lincoln Crossing


7.78%


2,935
(4)

285


11/01/09Longview Mall


6.20%


30,839
(9)

2,462


10/10/12MacGregor Village


9.10%


6,596
(6)

708


03/10/13
(25)Mall of Georgia


7.09%


185,238


16,649


07/01/10Markland Mall


6.20%


21,818
(10)

1,742


10/10/12Matteson Plaza


7.78%


8,537
(4)

828


11/01/09Midland Park Mall


6.20%


31,852
(10)

2,543


10/10/12Montgomery Mall


5.17%


89,460


6,307


05/11/14
(25)Muncie Plaza


7.78%


7,381
(4)

716


11/01/09Northfield Square


6.05%


29,067


2,485


02/11/14Northlake Mall


6.99%


67,423
(20)

5,874


08/11/11North Ridge Shopping Center


9.10%


8,056
(6)

865


03/10/13
(25)Oxford Valley Mall


6.76%


74,805


7,801


01/10/11


40

---



Table of Contents

Mortgage and Other IndebtednessAs of December 31, 2008
(Dollars in thousands)

Property Name

Interest
Rate

Carrying
Amount

Annual Debt
Service

Maturity
DatePalm Beach Mall


6.20%


50,953


4,068


10/10/12Penn Square Mall


7.03%


65,828


6,003


03/01/09
(25)Philadelphia Premium Outlets


2.29%
(8)

190,000


4,344
(2)

07/30/14
(3)Plaza Carolina  Fixed


5.10%


89,975


7,085


05/09/09Plaza Carolina  Variable Capped


1.34%
(29)

91,829


4,707


05/09/09
(3)Plaza Carolina  Variable Floating


1.34%
(1)

55,097


2,824


05/09/09
(3)Port Charlotte Town Center


7.98%


50,998


4,680


12/11/10
(25)Regency Plaza


7.78%


4,003
(4)

388


11/01/09Richmond Towne Square


6.20%


44,739
(10)

3,572


10/10/12SB Boardman Plaza Holdings


5.94%


23,213


1,682


07/01/14SB Trolley Square Holding


9.03%


27,803


2,880


08/01/10Secured Term Loan (six properties)


1.14%
(1)

735,000


8,351
(2)

03/05/12
(3)St. Charles Towne Plaza


7.78%


25,613
(4)

2,483


11/01/09Stanford Shopping Center


2.59%
(1)

240,000


6,207
(2)

07/01/13
(3)Summit Mall


5.42%


65,000


3,526
(2)

06/10/17Sunland Park Mall


8.63%
(13)

33,734


3,768


01/01/26Tacoma Mall


7.00%


122,687


10,778


10/01/11Secured Term Loan (three properties)


2.39%
(43)

260,000
(40)

6,204
(2)

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


5.74%


280,000


16,072
(2)

06/08/12Towne West Square


6.99%


50,520
(20)

4,402


08/11/11University Park Mall


1.29%
(1)

100,000


1,286
(2)

07/09/10
(3)Upper Valley Mall


5.89%


47,904


2,822
(2)

07/01/14Valle Vista Mall


5.35%


40,000


3,598
(2)

05/10/17Washington Square


5.94%


30,194


2,194


07/01/14Waterloo Premium Outlets


5.39%
(38)

72,822
(7)

2,956


07/10/13
(3)West Ridge Mall


5.89%


68,711


4,047
(2)

07/01/14West Ridge Plaza


7.78%


5,158
(4)

500


11/01/09White Oaks Mall


5.54%


50,000


2,768
(2)

11/01/16White Oaks Plaza


7.78%


15,741
(4)

1,526


11/01/09Wolfchase Galleria


5.64%


225,000


12,700
(2)

04/01/17Woodland Hills Mall


7.00%


78,612


7,185


01/01/09
(25)Total Consolidated Secured Indebtedness




$
6,254,045


41

---



Table of Contents

Mortgage and Other IndebtednessAs of December 31, 2008
(Dollars in thousands)

Property Name

Interest
Rate

Carrying
Amount

Annual Debt
Service

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


0.81%
(15)
$
600,000

$
4,868
(2)

01/11/11
(3)Revolving Credit Facility  Yen Currency


1.07%
(15)

243,990
(41)

2,602
(2)

01/11/11
(3)Revolving Credit Facility  Euro Currency


2.96%
(15)

202,298
(42)

5,996
(2)

01/11/11
(3)Unsecured Notes  2B


7.00%


150,000


10,500
(14)

07/15/09Unsecured Notes  4C


7.38%


200,000


14,750
(14)

06/15/18Unsecured Notes  5B


7.13%


300,000


21,375
(14)

02/09/09Unsecured Notes  6B


7.75%


200,000


15,500
(14)

01/20/11Unsecured Notes  8A


6.35%


350,000


22,225
(14)

08/28/12Unsecured Notes  9A


4.88%


300,000


14,625
(14)

03/18/10Unsecured Notes  9B


5.45%


200,000


10,900
(14)

03/15/13Unsecured Notes  10A


3.75%


300,000


11,250
(14)

01/30/09Unsecured Notes  10B


4.90%


200,000


9,800
(14)

01/30/14Unsecured Notes  11A


4.88%


400,000


19,500
(14)

08/15/10Unsecured Notes  11B


5.63%


500,000


28,125
(14)

08/15/14Unsecured Notes  12 A


5.10%


600,000


30,600
(14)

06/15/15Unsecured Notes  12 B


4.60%


400,000


18,400
(14)

06/15/10Unsecured Notes  13 A


5.38%


500,000


26,875
(14)

06/01/11Unsecured Notes  13 B


5.75%


600,000


34,500
(14)

12/01/15Unsecured Notes  14 A


5.75%


400,000


23,000
(14)

05/01/12Unsecured Notes  14 B


6.10%


400,000


24,400
(14)

05/01/16Unsecured Notes  15 A


5.60%


600,000


33,600
(14)

09/01/11Unsecured Notes  15 B


5.88%


500,000


29,375
(14)

03/01/17Unsecured Notes  16 A


5.00%


600,000


30,000
(14)

03/01/12Unsecured Notes  16 B


5.25%


650,000


34,125
(14)

12/01/16Unsecured Notes  19A


5.30%


700,000


37,100
(14)

05/30/13Unsecured Notes  19B


6.13%


800,000


49,000
(14)

05/30/1810,896,288The Retail Property Trust, subsidiary:Unsecured Notes  CPI 4


7.18%


75,000


5,385
(14)

09/01/13Unsecured Notes  CPI 5


7.88%


250,000


19,688
(14)

03/15/16325,000CPG Partners, LP, subsidiary:Unsecured Notes  CPG 3


3.50%


100,000


3,500
(14)

03/15/09Unsecured Notes  CPG 4


8.63%


50,000


4,313
(14)

08/17/09Unsecured Notes  CPG 5


8.25%


150,000


12,375
(14)

02/01/11Unsecured Notes  CPG 6


6.88%


100,000


6,875
(14)

06/15/12Unsecured Notes  CPG 7


6.00%


150,000


9,000
(14)

01/15/13550,000Total Consolidated Unsecured Indebtedness




$
11,771,288Total Consolidated Indebtedness at Face Amounts




$
18,025,333Net Premium on Indebtedness





38,737Net Discount on Indebtedness





(21,538
)Total Consolidated Indebtedness




$
18,042,532
(19)


42

---



Table of Contents

Mortgage and Other IndebtednessAs of December 31, 2008
(Dollars in thousands)

Property Name

Interest
Rate

Carrying
Amount

Annual Debt
Service

Maturity
DateJoint Venture Indebtedness:Secured Indebtedness:AMI Premium Outlets  Fixed


2.22%

$
33,083
(26)
$
734
(2)

09/25/23AMI Premium Outlets  Variable


1.04%
(12)

33,083
(26)

344
(2)

09/25/23Apple Blossom Mall


7.99%


37,123


3,607


09/10/09Arizona Mills


7.90%


134,138


10,752


10/05/10Arkadia Shopping Center


3.84%
(31)

144,208


5,543
(2)

05/31/12Arkadia Shopping Center  2


4.69%
(31)

168,741


7,920
(2)

05/31/12Arundel Marketplace


5.92%


11,588


884


01/01/14Arundel Mills


6.14%


385,000


23,639
(2)

08/01/14Atrium at Chestnut Hill


6.89%


44,610


3,880


03/11/11
(25)Auburn Mall


7.99%


43,462


4,222


09/10/09Aventura Mall


5.91%


430,000


25,392
(2)

12/11/17Avenues, The


5.29%


72,796


5,325


04/01/13Bay 1 (Torcy)


3.59%
(31)

19,832


713
(2)

05/31/11Bay 2 (Torcy)


3.59%
(31)

73,987


2,659
(2)

06/30/11Block at Orange


6.25%


220,000


13,753
(2)

10/01/14Briarwood Mall  1


4.45%


192,402


8,568
(2)

11/01/09Briarwood Mall  2


5.47%


530


29
(2)

09/01/09Cape Cod Mall


6.80%


90,597


7,821


03/11/11Changshu SZITIC


6.73%
(39)

45,477


3,062
(2)

12/01/17Circle Centre Mall


5.02%


72,869


5,165


04/11/13Clay Terrace


5.08%


115,000


5,842
(2)

10/01/15Cobblestone Court


1.44%
(1)

2,669


38
(2)

04/16/10Coconut Point


5.83%


230,000


13,409
(2)

12/10/16Coddingtown Mall


1.59%
(1)

15,500


246
(2)

07/14/10Colorado Mills


6.12%
(38)

170,000


10,404
(2)

11/12/09
(3)Concord Mills Mall


6.13%


166,903


13,208


12/07/12Concord Marketplace


5.76%


13,499


1,013


02/01/14Crystal Mall


5.62%


96,461


7,319


09/11/12
(25)Dadeland Mall


6.75%


183,700


15,566


02/11/12
(25)Del Amo


1.94%
(1)

335,000


6,486
(2)

01/23/13
(3)Denver West Village


8.15%


22,184


2,153


10/01/11Discover Mills  1


7.32%


23,700


1,735
(2)

12/11/11Discover Mills  2


6.08%


135,000


8,212
(2)

12/11/11Domain Residential Phase II


2.44%
(1)

4,001


97
(2)

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


2.44%
(1)

1,193


29
(2)

11/07/11
(3)Dover Mall & Commons


2.39%
(37)

83,756
(35)

1,999
(2)

02/01/12
(3)Eastland Mall


5.79%


168,000


9,734
(2)

06/01/16Emerald Square Mall


5.13%


132,124


9,479


03/01/13Empire Mall


5.79%


176,300


10,215
(2)

06/01/16Esplanade, The


2.39%
(37)

75,136
(35)

1,793
(2)

02/01/12
(3)Falls, The


4.34%


148,200


6,432
(2)

11/01/09Fashion Centre Pentagon Retail


6.63%


152,042


12,838


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


1.19%
(30)

40,000


475
(2)

07/09/09
(3)Fashion Valley Mall


2.44%
(1)

200,000


4,873
(2)

10/09/13Firewheel Residential


2.29%
(1)

22,985


525
(2)

06/20/11
(3)Florida Mall, The


7.55%


247,073


22,766


12/10/10Franklin Mills


5.65%


290,000


16,385
(2)

06/01/17Galleria at White Plains


2.39%
(37)

125,566
(35)

2,996
(2)

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


3.94%
(18)

335,967


18,938


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


4.04%
(27)

332,513


18,838


12/22/11Galleria Commerciali Italia  Cinisello


3.64%
(32)

181,710


6,621
(2)

03/31/15Galleria Commerciali Italia  Giugliano A


3.69%
(34)

36,968


1,795


10/20/13Galleria Commerciali Italia  Giugliano B


3.69%
(33)

38,062


1,848


10/20/13Galleria Commerciali Italia  Giugliano C


4.09%
(11)

16,071


845


10/20/13Galleria Commerciali Italia  Catania


3.63%
(5)

37,961


1,379
(2)

12/17/10Gaitway Plaza


4.60%


13,900
(17)

640
(2)

07/01/15Granite Run Mall


5.83%


118,250


8,622


06/01/16


43

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Table of Contents

Mortgage and Other IndebtednessAs of December 31, 2008
(Dollars in thousands)

Property Name

Interest
Rate

Carrying
Amount

Annual Debt
Service

Maturity
DateGrapevine Mills


6.26%
(38)

300,000


18,786
(2)

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


6.01%


270,000


16,227
(2)

08/28/15
(3)Greendale Mall


6.00%


45,000


2,699
(2)

10/01/16Gotemba Premium Outlets  Fixed


1.54%


81,874
(26)

11,532


10/25/14Gotemba Premium Outlets  Variable


1.19%
(12)

9,352
(26)

1,280


05/31/12Gurnee Mills


5.77%


321,000


18,512
(2)

07/01/17Hamilton Town Center


2.04%
(1)

93,314


1,900
(2)

05/29/12
(3)Hangzhou


8.61%
(24)

36,675


3,159
(2)

10/01/18Highland Mall


6.83%


64,821


5,634


07/10/11Hilltop Mall


4.99%


64,350


3,211
(2)

07/08/12Houston Galleria  1


5.44%


643,583


34,985
(2)

12/01/15Houston Galleria  2


5.44%


177,417


9,644
(2)

12/01/15Hyatt Coconut


2.06%
(1)

8,530


176
(2)

09/09/11
(3)Indian River Commons


5.21%


9,645


503
(2)

11/01/14Indian River Mall


5.21%


65,355


3,408
(2)

11/01/14Katy Mills


6.69%


145,971


11,448


01/09/13King of Prussia Mall  1


7.49%


140,179


20,118


01/01/17King of Prussia Mall  2


8.53%


9,818


1,388


01/01/17Kobe Premium Outlets


1.42%


20,721
(26)

2,280


01/31/12Lakeforest Mall


4.90%


141,050


6,904
(2)

07/08/10Lehigh Valley Mall


1.00%
(36)

150,000


1,494
(2)

08/09/10
(3)Liberty Plaza


5.68%


43,000


2,442
(2)

06/01/17Liberty Tree Mall


5.22%


35,000


1,827
(2)

10/11/13Mall at Chestnut Hill


8.45%


13,742


1,396


02/01/10Mall at Rockingham


5.61%


260,000


17,931


03/10/17Mall at Tuttle Crossing


5.05%


116,434


7,774


11/05/13Mall of New Hampshire


6.23%


136,439


10,079


10/05/15Marley Station


4.89%


114,400


5,595
(2)

07/01/12Meadowood Mall


5.13%
(38)

182,000


9,333
(2)

11/09/09
(3)Mesa Mall


5.79%


87,250


5,055
(2)

06/01/16Miami International Mall


5.35%


94,554


6,533


10/01/13Mills Senior Loan Facility


1.69%
(1)

711,000


11,989
(2)

06/07/12
(3)Net Leases I


7.96%


26,501


2,109
(2)

10/10/10Net Leases II


9.35%


20,873


1,952
(2)

01/10/23Northpark Mall  Mills


2.39%
(37)

105,543
(35)

2,519
(2)

02/01/12
(3)Northshore Mall


5.03%


204,832


13,566


03/11/14
(25)Ontario Mills


5.13%
(38)

75,000


3,844
(2)

12/05/13
(3)Opry Mills


6.16%


280,000


17,248
(2)

10/10/14Potomac Mills


5.83%


410,000


23,901
(2)

07/11/17Plaza at Buckland Hills, The


4.60%


24,800
(17)

1,142
(2)

07/01/15Quaker Bridge Mall


7.03%


19,814


2,407


04/01/16Ridgewood Court


4.60%


14,650
(17)

674
(2)

07/01/15Rinku Premium Outlets


1.84%


38,752
(26)

7,539


11/25/14Rushmore Mall


5.79%


94,000


5,446
(2)

06/01/16Sano Premium Outlets


1.08%
(12)

61,144
(26)

18,842


05/31/18Sawgrass Mills


5.82%


820,000


47,724
(2)

07/01/14Shops at Riverside, The


1.24%
(1)

150,000


1,854
(2)

11/14/11
(3)St. Johns Town Center


5.06%


170,000


8,602
(2)

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


5.50%
(38)

77,500


4,266
(2)

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


6.39%


90,000


5,751
(2)

01/08/12Seminole Towne Center


1.09%
(22)

70,000


760
(2)

07/09/09
(3)Sendai Premium Outlets


1.04%
(12)

41,906
(26)

436
(2)

10/31/18Shops at Sunset Place, The


1.19%
(21)

83,897


3,963


05/09/09
(3)Smith Haven Mall


5.16%


180,000


9,283
(2)

03/01/16Solomon Pond


3.97%


109,329


6,505


08/01/13Source, The


6.65%


124,000


8,246
(2)

03/11/09Southern Hills Mall


5.79%


101,500


5,881
(2)

06/01/16Southdale Center


5.18%


186,550


9,671
(2)

04/01/10SouthPark Residential


1.84%
(1)

41,568


763
(2)

12/31/10
(3)Southridge Mall


5.23%


124,000


6,489
(2)

04/01/12


44

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Table of Contents

Mortgage and Other IndebtednessAs of December 31, 2008
(Dollars in thousands)

Property Name

Interest
Rate

Carrying
Amount

Annual Debt
Service

Maturity
DateSpringfield Mall


1.54%
(1)

72,300


1,111
(2)

12/01/10
(3)Square One


6.73%


87,416


7,380


03/11/12Stoneridge Shopping Center


4.63%
(38)

293,800


13,609
(2)

11/01/09Suzhou


8.38%
(28)

73,350


6,149
(2)

01/01/21Toki Premium Outlets  Fixed


1.80%


10,587
(26)

2,628


10/31/11Toki Premium Outlets  Variable


1.44%
(12)

10,697
(26)

2,139


10/30/09Tosu Premium Outlets  Fixed


1.50%


9,802
(26)

2,216


08/24/13Tosu Premium Outlets  Variable


1.85%
(12)

11,910
(26)

1,543


01/31/12Valley Mall


5.83%


45,994


3,357


06/01/16Villabe A6  Bel'Est


3.89%
(31)

12,363


481
(2)

08/31/11Village Park Plaza


4.60%


29,850
(17)

1,374
(2)

07/01/15West Town Corners


4.60%


18,800
(17)

865
(2)

07/01/15West Town Mall


6.34%


210,000


13,309
(2)

12/01/17Westchester, The


4.86%


500,000


24,300
(2)

06/01/10Whitehall Mall


7.00%


12,325


1,147


11/01/18Wilenska Station Shopping Center


4.29%
(31)

42,199


1,812
(2)

08/31/11Zhengzhou


8.61%
(16)

42,543


3,664
(2)

09/01/18Total Joint Venture Secured Indebtedness at Face Amounts




$
16,563,489Unsecured Indebtedness:TMLP Trust Preferred Unsecured Securities


7.38%


100,000


7,375
(2)

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





100,000Net Premium on Indebtedness





26,804Net Discount on Indebtedness





(3,592
)Total Joint Venture Indebtedness




$
16,686,701
(23)


(Footnotes on following page)

45

---



Table of Contents

(Footnotes for preceding pages)

---

46

---



Table of Contents

The
changes in mortgages and other indebtedness for the years ended December 31, 2008, 2007, 2006 are as follows:

2008

2007

2006Balance, Beginning of Year

$
17,218,674

$
15,394,489

$
14,106,117Additions during period:New Loan Originations


1,833,677


3,362,732


2,810,239Loans assumed in acquisitions and consolidations





399,545


192,272Net Premium


(7,192
)

(1,669
)

(5,031
)Deductions during period:Loan Retirements


(930,818
)

(1,862,145
)

(1,619,148
)Amortization of Net Premiums


(14,611
)

(13,661
)

(25,784
)Scheduled Principal Amortization


(57,198
)

(60,617
)

(64,176
)Balance, Close of Year

$
18,042,532

$
17,218,674

$
15,394,489


Item 3.    Legal Proceedings

As previously disclosed, for several years we have been defending actions brought by the Attorneys General of
Massachusetts, New Hampshire and Connecticut in their respective state courts and similar litigation brought by other parties alleging that the sale of co-branded, bank-issued
gift cards by our affiliate, SPGGC, Inc., at certain of our properties, violated state gift certificate and consumer protection laws. We previously reported the dismissal of the New Hampshire
litigation. During the fourth quarter of 2008, the complaint in the Massachusetts litigation was dismissed and we settled the Connecticut litigation. The only remaining legal proceedings involving
gift card sales are two purported class actions brought by private parties in New York. With the resolution of the remaining Attorneys General's actions in 2008, we no longer believe that the ultimate
outcome of these related actions would have a material adverse effect on our financial position, results of operations or cash flows and, accordingly, we do not expect to report further developments
in these actions.

We
are also 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.

47

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Table of Contents

Part II

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



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

Declared
Distributions20071st Quarter

$
0.842nd Quarter


0.843rd Quarter


0.844th Quarter


0.8420081st Quarter

$
0.902nd Quarter


0.903rd Quarter


0.904th Quarter


0.90




The number of holders of record of units was 255 as of February 24, 2009.



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

On
January 30, 2009, Simon Property's Board of Directors approved a quarterly common stock dividend of $0.90 per share, to be paid in a combination of cash and shares of its
common stock. The distribution rate on our units is equal to the dividend rate on Simon Property's common stock. While our unitholders will have the right to elect to receive their distribution in
either cash or units, we have announced that the aggregate cash component of the distribution will not exceed 10% of the total distribution, or $0.09 per unit. If the number of unitholders electing to
receive cash would result in the payment of cash in excess of this 10% limitation, we will allocate the cash payment on a pro rata basis among those unitholders making the cash election. Simon
Property has reserved the right to elect to pay the first quarter dividend, and as a result our distribution, all in cash. Simon Property's Board
of Directors reviews and approves Simon Property's dividends and, as a result, our distributions, on a quarterly basis, and no determination has been made about whether the remaining 2009 dividends
will be paid in a similar combination of cash and common stock. Paying all or a portion of its remaining 2009 dividends in a combination of cash and common stock allows Simon Property to satisfy its
REIT taxable income distribution requirement under existing IRS revenue procedures, while enhancing financial flexibility and balance sheet strength.



During the fourth quarter of 2008, Simon Property issued 339,621 shares of its common stock to limited partners in exchange for an
equal number of units. The issuance of the shares of common stock was made pursuant to the terms of our Partnership Agreement and was exempt from registration under the Securities Act of 1933 as
amended, in reliance upon Section 4(2).



The Simon Property Board of Directors has authorized the repurchase of up to $1.0 billion of its common stock through July 2009.
Simon Property may repurchase shares in the open market or in privately negotiated transactions. As of December 31, 2008, the program had remaining availability of approximately
$950.7 million. There were no purchases under this program during the fourth quarter of 2008. If Simon Property acquires shares of its common stock, then we would repurchase an equal number of
our units from Simon Property.

48

---



Table of Contents

Item 6.    Selected Financial Data

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

As of or for the Year Ended December 31,2008

2007

2006

2005

2004 (1)(in thousands, except per share data)OPERATING DATA:Total consolidated revenue

$
3,783,155

$
3,650,799

$
3,332,154

$
3,166,853

$
2,567,774Income from continuing operations


588,469


661,702


719,083


457,328


454,358Net income available to common unitholders

$
529,726

$
549,678

$
614,911

$
510,581

$
380,711BASIC EARNINGS PER UNIT:Income from continuing operations

$
1.88

$
2.09

$
2.20

$
1.27

$
1.47Discontinued operations





(0.13
)




0.55


(0.04
)Net income

$
1.88

$
1.96

$
2.20

$
1.82

$
1.43Weighted average units outstanding


282,508


281,035


279,567


279,825


265,405DILUTED EARNINGS PER UNIT:Income from continuing operations

$
1.87

$
2.08

$
2.19

$
1.27

$
1.47Discontinued operations





(0.13
)




0.55


(0.04
)Net income

$
1.87

$
1.95

$
2.19

$
1.82

$
1.43Diluted weighted average units outstanding


283,059


281,813


280,471


280,696


266,272Distributions per unit (2)

$
3.60

$
3.36

$
3.04

$
2.80

$
2.60BALANCE SHEET DATA:Cash and cash equivalents

$
773,544

$
501,982

$
929,360

$
337,048

$
519,556Total assets


23,596,672


23,605,662


22,084,455


21,131,039


21,921,902Mortgages and other indebtedness


18,042,532


17,218,674


15,394,489


14,106,117


14,586,393Partners' equity

$
3,822,122

$
4,517,432

$
5,089,868

$
5,489,518

$
5,779,870OTHER DATA:Cash flow provided by (used in):Operating activities

$
1,606,233

$
1,468,400

$
1,278,948

$
1,170,371

$
1,079,092Investing activities


(1,020,872
)

(2,049,576
)

(607,432
)

(51,906
)

(2,742,542
)Financing activities

$
(313,799
)
$
153,798

$
(79,204
)
$
(1,300,973
)
$
1,653,970Ratio of Earnings to Fixed Charges (3)


1.46x


1.53x


1.73x


1.56x


1.63x


---

Notes

49

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Table of Contents

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

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



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

We
own, develop, and manage retail real estate properties in five retail real estate platforms: regional malls, Premium Outlet Centers®, The Mills®,
community/lifestyle centers, and international properties. As of December 31, 2008, we owned or held an interest in 324 income producing properties in the United States, which consisted of 164
regional malls, 70 community/lifestyle centers, 16 additional regional malls and four additional community centers acquired as a result of the 2007 acquisition of The Mills Corporation, or the Mills
acquisition, 40 Premium Outlet Centers, 16 The Mills, and 14 other shopping centers or outlet centers in 41 states plus Puerto Rico. The Mills acquisition is described below in the "Results of
Operations" section. We also own interests in four parcels of land held in the United States for future development. In the United States, we have one new property currently under development
aggregating approximately 400,000 square feet which will open during 2009. Internationally, we have ownership interests in 52 European shopping centers (located in France, Italy, and Poland);
seven Premium Outlet Centers located in Japan, one Premium Outlet Center located in Mexico, one Premium Outlet Center located in Korea, and one shopping center located in China. Also, through joint
venture arrangements we have ownership interests in the following properties under development internationally: a 24% interest in two shopping centers in Italy, a 40% interest in a Premium Outlet
Center in Japan, and a 32.5% interests in three additional 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:



50

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Table of Contents



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





Diluted earnings per unit of limited partnership interest, or units, decreased $0.08 during 2008, or 4.1%, to $1.87 from $1.95 for
2007. The decrease is primarily due to the $20.3 million loss relating to the redemption of remarketable debt securities, and $21.2 million in impairment charges in 2008, as compared to
net gains aggregating $9.0 million related to sales and disposition activity and impairment charges for the comparable period in 2007. Consolidated total revenues increased
$132.4 million, or 3.6%, driven by the full year effect of our 2007 openings and expansion activities and the releasing of space at higher rental rates per square foot, or psf. Releasing
spreads in the regional mall and Premium Outlet portfolios were strong at $8.02 psf (or 21.3%) and $12.48 psf (or 48.8%), respectively, due to continued demand for higher quality space in our
portfolio. Total operating expenses increased $106.5 million, or 5.0%, due to additional depreciation provisions related to the full year of operations for 2007 openings and 2008 new openings,
an increase in the provision for bad debts due to the estimated uncollectability of certain tenant receivables, and higher personnel and utility costs attributable to normal inflationary increases.
Interest costs remained relatively flat despite an increase in total debt due to lowered variable borrowing costs as a result of a reduced one-month LIBOR rate, the benchmark rate for most
of our floating rate debt.

In
the United States, business fundamentals were relatively stable, except for tenant sales psf which were mixed across the portfolio, and were dependent upon asset type, geographic
location, and mix of specialty and luxury tenants. Average base rents for the regional mall and domestic Premium Outlet portfolios were relatively stable for 2008. The regional malls average base rent
ended the year at $39.49 psf, or an increase of 6.5% over 2007. The domestic Premium Outlets average base rent ended the year at $27.65 psf, or an increase of 7.7%. The stability of the occupancy,
rent psf, and releasing rental spread fundamentals contributed to our ability to generate growth in our operating results despite the adverse effects the general economic pressures are creating for
our tenants and the consumer.

Internationally,
in 2008, we and our joint venture partners opened three additional centers (one each in Italy, China, and Japan) and expanded two existing Premium Outlet Centers which
added an aggregate 1 million square feet of retail space to the international portfolio. Also during 2008, we acquired shares of stock of Liberty International, PLC, or Liberty. Liberty
operates regional shopping centers and is the owner of other prime retail assets throughout the U.K. Liberty is a U.K. FTSE 100 listed company, with shareholders' funds of
£4.7 billion and property investments of £8.6 billion, of which its U.K. regional shopping centers comprise 75%. Assets of the group under control or joint
control amount to £11.0 billion. Liberty converted into a U.K. Real Estate Investment Trust (REIT) on January 1, 2007. Our interest in Liberty is less than 5% of their shares
and is adjusted to their quoted market price, including a related foreign exchange component.

Our
effective overall borrowing rate for the year ended December 31, 2008, decreased 55 basis points to 5.12% as compared to the year ended December 31, 2007. This was a
result of a significant decrease in the base LIBOR rate applicable to a majority of our floating rate debt (0.44% at December 31, 2008, versus 4.60% at December 31, 2007)

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and
also the issuance of new unsecured and secured debt at favorable rates. Our financing activities for the year ended December 31, 2008, 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 are separately reporting in this section the 16 regional malls we acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition. We do not include any properties
located outside of the United States in this section. The following table sets forth these key operating statistics for:



2008

%/Basis Points
Change(1)

2007

%/Basis Points
Change(1)

2006

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


92.6%


-130 bps


93.9%


+90 bps


93.0%


-30 bpsUnconsolidated


91.9%


-80 bps


92.7%


-80 bps


93.5%


+80 bpsTotal Portfolio


92.4%


-110 bps


93.5%


+30 bps


93.2%


+10 bpsAverage Base Rent per Square FootConsolidated

$
38.21


5.4%

$
36.24


4.2%

$
34.79


2.2%Unconsolidated

$
42.03


8.5%

$
38.73


6.2%

$
36.47


3.3%Total Portfolio

$
39.49


6.5%

$
37.09


4.8%

$
35.38


2.6%Comparable Sales per Square FootConsolidated

$
445


(5.6%
)
$
472


2.2%

$
462


6.2%Unconsolidated

$
523


(1.5%
)
$
530


4.9%

$
505


5.6%Total Portfolio

$
470


(4.3%
)
$
491


3.2%

$
476


5.8%Premium Outlet Centers:Occupancy


98.9%


-80 bps


99.7%


+30 bps


99.4%


-20 bpsAverage Base Rent per Square Foot

$
27.65


7.7%

$
25.67


5.9%

$
24.23


4.6%Comparable Sales per Square Foot

$
513


1.8%

$
504


7.0%

$
471


6.1%The Mills®:Occupancy


94.5%


+40 bps


94.1%








Average Base Rent per Square Foot

$
19.51


2.4%

$
19.06








Comparable Sales per Square Foot

$
372


0.1%

$
372








Mills Regional Malls:Occupancy


87.4%


-210 bps


89.5%








Average Base Rent per Square Foot

$
36.99


3.8%

$
35.63








Comparable Sales per Square Foot

$
418


(5.8%
)
$
444








Community/Lifestyle Centers:OccupancyConsolidated


89.3%


-360 bps


92.9%


+140 bps


91.5%


+200 bpsUnconsolidated


93.3%


-330 bps


96.6%


+10 bps


96.5%


+40 bpsTotal Portfolio


90.7%


-340 bps


94.1%


+90 bps


93.2%


+160 bpsAverage Base Rent per Square FootConsolidated

$
13.70


7.6%

$
12.73


7.0%

$
11.90


1.7%Unconsolidated

$
12.41


4.7%

$
11.85


1.5%

$
11.68


8.0%Total Portfolio

$
13.25


6.6%

$
12.43


5.2%

$
11.82


3.6%


---

Occupancy Levels and Average Base Rent Per Square Foot.Occupancy and average base rent are based on
mall and freestanding Gross Leasable Area, or
GLA, owned by us in the regional malls, and all tenants at The Mills, Premium Outlet Centers, and community/lifestyle centers. Our portfolio has maintained relatively stable occupancy and increased
the aggregate 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 are selected key operating statistics for certain of our international properties.

2008

% Change

2007

% Change

2006European Shopping CentersOccupancy


98.4%





98.7%





97.1%Comparable sales per square foot


€411


-2.5%


€421


7.7%


€391Average rent per square foot


€30.11


1.8%


€29.58


12.5%


€26.29International Premium Outlet Centers(1)Occupancy


99.9%





100%





100%Comparable sales per square foot


¥92,000


-1.3%


¥93,169


4.4%


¥89,238Average rent per square foot


¥4,685


1.3%


¥4,626


-0.4%


¥4,646


---

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 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:



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For
the purposes of the following comparisons between the years ended December 31, 2008 and 2007 and the years ended December 31, 2007 and 2006, 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.

In
2008 we had no consolidated property dispositions. During 2007, we disposed of five consolidated properties that had an aggregate book value of $91.6 million for aggregate
sales proceeds of $56.4 million, resulting in a net loss on sale of $35.3 million. The loss on sale of these assets has been reported as discontinued operations in the consolidated
statements of operations. The operating results of the properties that we sold or disposed during 2007 were not significant to our consolidated results of operations. The following is a list of
consolidated property dispositions and the date of disposition for which we have reported the 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, 2007


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, 2008 vs. Year Ended December 31, 2007

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

Overage
rents decreased $9.8 million or 8.9%, as a result of a reduction in tenant sales for the period as compared to the prior year.

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

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

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Total
other income decreased $56.6 million, and was principally the result of the following:



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

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

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

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

Provision
for credit losses increased $14.5 million primarily due to an increase in tenant bankruptcies and tenant delinquencies. This was reflected in total square footage lost
to tenant bankruptcies of 1,104,000 during 2008 as compared to only 69,000 square feet in 2007. We anticipate a challenging environment for our tenants continuing into 2009.

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

Other
expenses increased $5.8 million due to increased consulting and professional fees, including legal fees and related costs.

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

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

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

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

In
2008, we recognized an impairment of $21.2 million primarily representing the write-down of a mall property to its estimated net realizable value and the
write-off of predevelopment costs for various development opportunities that we no longer plan to pursue. In 2007, we recognized an impairment of $55.1 million related to a land
joint venture in Phoenix, Arizona.

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

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

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

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

Minimum rents increased $133.9 million in 2007, 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 methodology 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:



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 restricted stock grants.

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



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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 $35.3 million represents the net loss upon disposition of five non-core properties consisting of three
regional malls and two community/lifestyle centers.

Preferred
unit distribution requirements decreased $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.

Liquidity and Capital Resources

Because we generate revenues primarily from long-term leases, our financing strategy relies primarily on
long-term fixed rate debt. We manage our floating rate debt to be at or below 15-25% of total outstanding indebtedness by negotiating interest rates for each financing or
refinancing based on current market conditions. Floating rate debt currently comprises approximately 15% 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 2008. In addition, the Credit Facility provides an alternative source of liquidity as our cash needs vary from time to time. Also, Simon
Property recently declared a dividend for the first quarter of 2009 that it intends to pay in cash and shares of Simon Property's common stock, with the cash component limited to 10% on an aggregate
basis. As a result, we would make a corresponding distribution to unitholders comprised of 10% cash, with the balance being paid with units. Paying 90% of the 2009 first quarter dividend, and as a
result our distributions, in a form other than cash allows Simon Property to satisfy its REIT taxable income distribution requirement while enhancing financial flexibility and balance sheet strength.

Our
balance of cash and cash equivalents increased $271.6 million during 2008 to $773.5 million as of December 31, 2008. December 31, 2008 and 2007 balances
include $29.8 million and $41.3 million, respectively, related to our co-branded gift card programs, which we do not consider available for general working capital purposes.

On
December 31, 2008, we had available borrowing capacity of approximately $2.4 billion under the Credit Facility, net of outstanding borrowings of $1.0 billion and
letters of credit of $15.7 million. During 2008, the maximum amount outstanding under the Credit Facility was $2.6 billion and the weighted average amount outstanding was
$1.4 billion. The weighted average interest rate was 3.49% for the year ended December 31, 2008. The Credit Facility is scheduled to mature on January 11, 2010, which we can
extend for another year 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.

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Our
business model requires us to regularly access the debt and equity capital markets to raise funds for some of our acquisition activity, development and redevelopment capital, as
well as to refinance many of our existing debt maturities. We are currently seeing significant turmoil in the capital markets. This has impacted access to debt and
equity capital for many organizations, including ours. As demonstrated by recent financing activities (both secured and unsecured), we were able to successfully access capital in the third and fourth
quarters of 2008; however, there is no assurance we will be able to do so on similar terms or conditions in future periods. We believe we have sufficient cash on hand and availability under the Credit
Facility to address our debt maturities and capital needs through 2009.



On February 16, 2007, SPG-FCM, a 50/50 joint venture between one of our affiliates and funds managed by Farallon
Capital Management, L.L.C. ("Farallon"), entered into a definitive merger agreement to acquire all of the outstanding common stock of Mills for $25.25 per common share in cash. The acquisition of
Mills and its interests in the 36 properties that remain at December 31, 2008 was completed in April 2007. As of December 31, 2008, we and Farallon had each funded $650.0 million
into SPG-FCM to acquire all of the common stock of Mills. As part of the transaction, we also made loans to SPG-FCM and Mills primarily at rates of LIBOR plus
270-275 basis points. These funds were used by SPG-FCM and Mills to repay loans and other obligations of Mills, including the redemption of preferred stock, during 2007. As of
December 31, 2008, the outstanding balance of our loan to SPG-FCM was $520.7 million, and the average outstanding balance during the twelve month period ended
December 31, 2008 of all loans made to SPG-FCM and Mills was approximately $534.1 million. During 2008 and 2007, we recorded approximately $15.3 million and
$39.1 million in interest income (net of inter-entity eliminations) related to these loans, respectively. We also recorded fee income, including fee income amortization related to
up-front fees on loans made to SPG-FCM and Mills, during 2008 and 2007 of approximately $3.1 million and $17.4 million (net of inter-entity eliminations),
respectively, for providing refinancing services to Mills' properties and SPG-FCM. The existing loan facility to SPG-FCM bears a rate of LIBOR plus 275 basis points and matures
on June 7, 2009, with three available one-year extensions. Fees charged on loans made to SPG-FCM and Mills are amortized on a straight-line basis over the
life of the loan.

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

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

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



Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $1.9 billion
during 2008. In addition, we received net proceeds from our debt financing and repayment activities in 2008 of $764.8 million. 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

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Property's
REIT qualification on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital expenditures, such as acquisitions, major building
renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:



We
expect to generate positive cash flow from operations in 2009, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived
from retail tenants, many of whom are experiencing considerable financial distress. A significant deterioration in projected cash flows from operations could cause us to increase our reliance on
available funds from the Credit Facility, curtail planned capital expenditures, or seek other additional sources of financing as discussed above.



Our unsecured debt currently consists of $10.7 billion of senior unsecured notes and the Credit Facility. The Credit Facility
bears interest at LIBOR plus 37.5 basis points and an additional facility fee of 12.5 basis points. The Credit Facility matures January 11, 2010 and may be extended one year at our option.

On
May 19, 2008, we issued two tranches of senior unsecured notes totaling $1.5 billion at a weighted average fixed interest rate of 5.74% consisting of a
$700.0 million tranche with a fixed interest rate of 5.30% due May 30, 2013 and a second $800.0 million tranche with a fixed interest rate of 6.125% due May 30, 2018. We
used proceeds from the offering to reduce borrowings on the Credit Facility and for general working capital purposes.

On
June 16, 2008, we completed the redemption of the $200.0 million outstanding principal amount of its 7% Mandatory Par Put Remarketed Securities, or MOPPRS. The
redemption was accounted for as an extinguishment and resulted in a charge in the second quarter of 2008 of approximately $20.3 million.

On
August 28, 2008, we repaid a $150.0 million unsecured note, which had a fixed rate of 5.38%.

During
the year ended December 31, 2008, we drew amounts from the Credit Facility to fund the redemption of the remarketable debt securities and the repayment of the
$150.0 million unsecured note. Other amounts drawn on the Credit Facility during the period were primarily for general working capital purposes. We repaid a total of $2.7 billion on the
Credit Facility during the year ended December 31, 2008. The total outstanding balance of the Credit Facility as of December 31, 2008 was $1.0 billion, and the maximum amount
outstanding during the year was approximately $2.6 billion. During the year ended December 31, 2008, the weighted average outstanding balance was approximately $1.4 billion. The
amount outstanding as of December 31, 2008 includes $446.3 million in Euro and Yen-denominated borrowings. In addition, subsequent to December 31, 2008, we repaid
$600 million in unsecured notes, consisting of two $300 million tranches that bore rates of 3.75% and 7.13%, respectively, using proceeds from the Credit Facility.



Total secured indebtedness was $6.3 billion and $5.3 billion at December 31, 2008 and 2007, respectively. During
the twelve-month period ended December 31, 2008, we repaid $274.0 million in mortgage loans, unencumbering five properties.

On
January 15, 2008, we entered into a swap transaction that effectively converted $300.0 million of variable rate debt to fixed rate debt at a rate of 3.21%.

On
March 6, 2008, we borrowed $705 million on a term loan that matures March 5, 2012 and bears a rate of LIBOR plus 70 basis points. On May 27, 2008, the
loan was increased to $735 million. This loan is secured by the cash flow distributed from six properties and has additional availability of $115 million through the maturity date.

On
July 30, 2008, we borrowed $190.0 million on a loan secured by Philadelphia Premium Outlets, which matures on July 30, 2014 and bears interest at a variable rate
of LIBOR plus 185 basis points. On January 2, 2009, we executed a swap agreement that fixes the interest rate on this loan at 4.19%.

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On
September 23, 2008, we borrowed $170.0 million on a term loan that matures September 23, 2013 and bears interest at a rate of LIBOR plus 195 basis points. On
November 4, 2008, the loan was increased to $220 million and on December 17, 2008, the loan was increased to its maximum availability of $260 million. This is a
cross-collateralized loan that is secured by The Domain, Shops at Arbor Walk, and Palms Crossing. On January 2, 2009, we executed a swap agreement that fixes the interest rate on
$200.0 million of this loan at 4.35%.



Our consolidated debt, adjusted to reflect one fair value derivative outstanding at December 31, 2007 and the effect of fixing
variable rate debt with interest rate swaps, 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,
2008

Effective
Weighted
Average
Interest Rate

Adjusted Balance
as of
December 31,
2007

Effective
Weighted
Average
Interest RateFixed Rate

$
15,424,318


5.76%

$
14,056,008


5.88%Variable Rate


2,618,214


1.31%


3,162,666


4.73%$
18,042,532


5.12%

$
17,218,674


5.67%


As
of December 31, 2008, we had interest rate cap protection agreements on $281.8 million of consolidated variable rate debt. We also hold $505.0 million of
notional amount variable rate swap agreements that have a weighted average fixed pay rate of 3.29% and a weighted average variable receive rate of 2.75%. As of December 31, 2008, the net effect
of these agreements effectively converted $505.0 million of variable rate debt to fixed rate debt.

Contractual Obligations and Off-balance Sheet Arrangements:The following table summarizes the material
aspects of our future obligations
as of December 31, 2008 (dollars in thousands):

2009

2010 to 2011

2012 to 2014

After 2014

TotalLong Term DebtConsolidated(1)

$
1,475,510

$
5,352,250

$
6,333,770

$
4,863,803

$
18,025,333Pro Rata Share Of Long Term Debt:Consolidated(2)

$
1,464,866

$
5,304,346

$
6,164,777

$
4,815,638

$
17,749,627Joint Ventures(2)


437,040


1,391,663


2,568,964


2,223,629


6,621,296Total Pro Rata Share Of Long Term Debt


1,901,906


6,696,009


8,733,741


7,039,267


24,370,923Consolidated Capital Expenditure Commitments(3)


133,512


48,987








182,499Joint Venture Capital Expenditure Commitments(3)


8,536


609








9,145Consolidated Ground Lease Commitments(4)


16,530


32,626


49,821


653,052


752,029Total

$
2,060,484

$
6,778,231

$
8,783,562

$
7,692,319

$
25,314,596


---

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

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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, 2008, we had loan guarantees and other guarantee obligations to support $71.9 million and $6.6 million, respectively, to support
our total $6.6 billion share of joint venture mortgage and other indebtedness presented in the table above.



During 2008, the holders of 22,400 Series I preferred units exercised their rights to exchange the preferred units for shares of
Simon Property's Series I preferred stock; we issued 5,151,776 Units to holders of Series I preferred units who exercised their conversion rights; we issued 1,187,238 units as a result
of the conversion of 1,493,904 6% Convertible Perpetual Preferred Units; we issued 4,981 units as a result of the conversion of 6,583 7% Cumulative Convertible Preferred Units; and we redeemed 61,493
8% Cumulative Redeemable Preferred Units for cash.



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

Acquisitions.The acquisition of high quality individual properties or portfolios of properties remains
an integral component of our growth strategy.
Effective January 1, 2008 we acquired an additional 1.8% interest in Oxford Valley Mall and Lincoln Plaza (which gives us a combined ownership interest in each of 64.99%). On
September 12, 2008 we acquired an additional 3.2% interest in White Oaks Mall (which gives us an ownership interest of 80.68%). On December 31, 2008 we acquired an additional 5% interest
in Gateway Shopping Center for $2.6 million (which gives us 100% interest in the asset).

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. On December 30, 2008, the joint venture partnership in which we own a 50% interest sold Cincinnati Mills for $8.3 million. No material gain or loss was recorded on this
disposition. There were no other dispositions of properties during the year ended December 31, 2008.



New Domestic Developments.Given the significant downturn in the economy, we have substantially reduced
our development spending. We expect to
complete construction on Cincinnati Premium Outlets, a 400,000 square foot upscale manufacturers' outlet center located in Monroe, OH, during the third quarter of 2009. The estimated total cost of
this project is $92 million, and the carrying amount of the construction in progress as of December 31, 2008 was $43 million. We expect to fund this project with available cash
flow from operations and borrowings from the Credit Facility.

Strategic Domestic Expansions and Renovations.In addition to new development, we incur costs to
renovate and/or expand selected properties. Current
projects include a 600,000 square foot Phase II expansion at The Domain, a 220,000 square foot expansion of Camarillo Premium Outlets  The Promenade at, and the addition of
Nordstrom and small shops at South Shore Plaza. We expect to fund these capital projects with available cash flow from operations and borrowings from the Credit Facility. We expect to invest a total
of approximately $300 million (our share) on expansion and renovation activities in 2009.

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

2008

2007

2006New Developments

$
327

$
432

$
317Renovations and Expansions


432


349


307Tenant Allowances


72


106


52Operational Capital Expenditures


43


130


92Total

$
874

$
1,017

$
768


International Development Activity.We typically reinvest net cash flow from our international
investments to fund future international development
activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded our European investments with
Euro-denominated borrowings that act as a natural hedge against local currency fluctuations. This has also been the case with our Premium Outlet Centers in Japan and Mexico where we use
Yen and Peso
denominated financing, respectively. We expect our share of international development costs for 2009 will be approximately $140 million. We expect international development and
redevelopment/expansion activity for 2009 to include:



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.

The
carrying amount of our total combined investment in Simon Ivanhoe and GCI, as of December 31, 2008, including all related components of other comprehensive income, was
$224.2 million. Our investments in Simon Ivanhoe and GCI are accounted for using the equity method of accounting. Currently two European developments are under construction which will add
approximately 942,000 square feet of GLA for a total net cost of approximately €221 million, of which our share is approximately €53 million, or
$74.8 million based on current Euro:USD exchange rates.

On
October 20, 2005, Ivanhoe Cambridge, Inc., or 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, 2007 and 2008.

As
of December 31, 2008, the carrying amount of our 40% joint venture investment in the seven Japanese Premium Outlet Centers including all related components of other
comprehensive income was $312.6 million. Currently, Ami Premium Outlets, a 227,000 square foot Premium Outlet Center, is under construction in Ami, Japan. The
project's total projected net cost is JPY 15.5 billion, of which our share is approximately JPY 6.2 billion, or $68.5 million based on applicable Yen:USD exchange rates.

As
of December 31, 2008, the carrying amount of our 32.5% joint venture investment in GMI including all related components of other comprehensive income was $53.9 million.
Currently, one center is open in Changshu, China and three additional centers are under development. The three centers under development will add approximately 1.5 million square feet of GLA
for a total net cost of approximately CNY 1.6 billion, of which our share is approximately CNY 523 million, or $76.8 million based on applicable CNY:USD exchange rates.

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During
2008, we acquired shares of stock of Liberty International, PLC, or Liberty. Liberty operates regional shopping centers and is the owner of other prime retail assets
throughout the U.K. Liberty is a U.K. FTSE 100 listed company, with shareholders' funds of £4.7 billion and property investments of £8.6 billion, of which
its U.K. regional shopping centers comprise 75%. Assets of the group under control or joint control amount to £11.0 billion. Liberty converted into a U.K. Real Estate Investment
Trust (REIT) on January 1, 2007. Our interest in Liberty is less than 5% of their shares and is adjusted to their quoted market price, including a related foreign exchange component.

Distributions and Stock Repurchase Program

On January 30, 2009, Simon Property's Board of Directors approved a quarterly common stock dividend of $0.90 per share, to be
paid in a combination of cash and shares of its common stock. The distribution rate on our units is equal to the dividend rate on Simon Property's common stock. While our unitholders will have the
right to elect to receive their distribution in either cash or units, we have announced that the aggregate cash component of the distribution will not exceed 10% of the total distribution, or $0.09
per unit. If the number of unitholders electing to receive cash would result in the payment of cash in excess of this 10% limitation, we will allocate the cash payment on a pro rata basis among those
unitholders making the cash election. Simon Property has reserved the right to elect to pay the first quarter dividend, and as a result our distribution, all in cash. Simon Property's Board of
Directors reviews and approves Simon Property's dividends and, as a result, our distributions, on a quarterly basis, and no determination has been made about whether the remaining 2009 distributions
will be paid in a similar combination of cash and common stock. Paying all or a portion of its remaining 2009 dividends in a combination of cash and common stock allows Simon Property to satisfy its
REIT taxable income distribution requirement under existing IRS revenue procedures, while enhancing financial flexibility and balance sheet strength.

Distributions
during 2008 aggregated $3.60 per unit and distributions during 2007 aggregated $3.36 per unit all paid in cash. 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 2008, no
purchases were made as part of this program. The program had remaining availability of approximately $950.7 million at December 31, 2008. 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: the impact of a prolonged recession, our ability to meet debt service requirements, the availability and terms of
financing, changes in our credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the
acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, changes in market rental rates,
trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties,
competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, and maintenance of our status as a real estate investment trust. We discuss
these and other risks and uncertainties under the heading "Risk Factors" in our most recent Annual Report on Form 10-K. We may update that discussion in subsequent Quarterly Reports
on Form 10-Q, but otherwise we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or
otherwise.

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Item 7A.    Qualitative and Quantitative Disclosure About Market Risk

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

Item 8.    Financial Statements and Supplementary Data

Reference is made to the Index to Financial Statements contained in Item 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, 2008.

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 2008 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.

We
assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. 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, 2008, our internal control over financial reporting is effective based on those criteria.

Our
independent registered public accounting firm has issued an audit report on their assessment of our internal control over financial reporting. Their report is included within
Item 9A of this Form 10-K.

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Report Of Independent Registered Public Accounting Firm

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

We
have audited Simon Property Group, L.P. and Subsidiaries' internal control over financial reporting as of December 31, 2008 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,
2008, 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, 2008 and 2007, 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, 2008 of Simon Property Group, L.P. and Subsidiaries, and the financial statement schedule listed in the Index at Item 15, and our
report dated February 25, 2009 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLPIndianapolis, Indiana
February 25, 2009


Item 9B.    Other Information

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

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Part III

Item 10.    Directors, Executive Officers and Corporate Governance

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

Item 11.    Executive Compensation

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

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

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

Item 13.    Certain Relationships and Related Transactions, and Director Independence

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

Item 14.    Principal Accountant Fees and Services

The Audit Committee of Simon Property's Board of Directors pre-approves all audit and permissible non-audit
services to be provided by Ernst & Young LLP, our independent registered public accounting firm, prior to commencement of services. The Audit Committee has delegated to the Chairman of
the Audit Committee the authority to pre-approve specific services up to specified individual and aggregate fee amounts. These pre-approval decisions are presented to the full
Audit Committee at the next scheduled meeting after such approvals are made. We have
incurred fees as shown below for services from Ernst & Young as our independent registered public accounting firm. Ernst & Young has advised us that it has billed or will bill these
indicated amounts for the following categories of services for the years ended December 31, 2008 and 2007, respectively:

2008

2007Audit Fees (1)

$
2,708,010

$
2,981,600Audit-Related Fees (2)


5,253,726


8,085,232Tax Fees (3)


969,871


1,440,800All Other Fees








---

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Table of Contents

Part IV

Item 15.    Exhibits and Financial Statement Schedules

(1)



Page No.(1)

Financial StatementsReport of Independent Registered Public Accounting Firm


72Consolidated Balance Sheets as of December 31, 2008 and 2007


73Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006


74Consolidated Statements of Cash Flow for the years ended December 31, 2008, 2007 and 2006


75Consolidated Statements of Partners' Equity for the years ended December 31, 2008, 2007 and 2006


76Notes to Financial Statements


77(2)

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


111Notes to Schedule III


118(3)

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


119


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Report of Independent Registered Public Accounting Firm

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

We
have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. and Subsidiaries as of December 31, 2008 and 2007, 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, 2008. Our audit also included the financial statement schedule listed in the Index at
Item 15. These financial statements and schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule
based on our audits.

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

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Simon Property Group, L.P. and
Subsidiaries at December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in
conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth therein.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Simon Property Group, L.P. and Subsidiaries' internal
control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated February 25, 2009, expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLPIndianapolis, Indiana
February 25, 2009


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

December 31,
2008

December 31,
2007ASSETS:Investment properties, at cost

$
25,205,715

$
24,415,025Less  accumulated depreciation


6,184,285


5,312,09519,021,430


19,102,930Cash and cash equivalents


773,544


501,982Tenant receivables and accrued revenue, net


414,856


447,224Investment in unconsolidated entities, at equity


1,663,886


1,886,891Deferred costs and other assets


1,202,256


1,118,635Note receivable from related party


520,700


548,000Total assets

$
23,596,672

$
23,605,662LIABILITIES:Mortgages and other indebtedness

$
18,042,532

$
17,218,674Accounts payable, accrued expenses, intangibles, and deferred revenue


1,086,248


1,251,044Cash distributions and losses in partnerships and joint ventures, at equity


380,730


352,798Other liabilities, minority interest, and accrued distributions


179,970


180,644Total liabilities


19,689,480


19,003,160COMMITMENTS AND CONTINGENCIES7.75%/8.00% Cumulative Redeemable Preferred Units, 850,698 units issued and outstanding, respectively, at liquidation value


85,070


85,070PARTNERS' EQUITY:Preferred units, 11,612,005 and 19,611,057 units outstanding, respectively. Liquidation values $564,159 and $962,737, respectively


570,344


969,251General Partner, 231,319,644 and 223,034,282 units outstanding, respectively


2,614,638


2,816,775Limited Partners, 56,368,410 and 57,913,250 units outstanding, respectively


637,140


731,406Total partners' equity


3,822,122


4,517,432Total liabilities and partners' equity

$
23,596,672

$
23,605,662


The accompanying notes are an integral part of these statements.

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

For the Year Ended December 31,2008

2007

2006REVENUE:Minimum rent

$
2,291,919

$
2,154,713

$
2,020,856Overage rent


100,222


110,003


95,767Tenant reimbursements


1,065,957


1,023,164


946,554Management fees and other revenues


132,471


113,740


82,288Other income


192,586


249,179


186,689Total revenue


3,783,155


3,650,799


3,332,154EXPENSES:Property operating


455,874


454,510


441,203Depreciation and amortization


969,477


905,636


856,202Real estate taxes


334,657


313,311


300,174Repairs and maintenance


107,879


120,224


105,983Advertising and promotion


96,783


94,340


88,480Provision for credit losses


24,035


9,562


9,500Home and regional office costs


144,865


136,610


129,334General and administrative


20,987


19,587


16,652Other


67,721


61,954


64,397Total operating expenses


2,222,278


2,115,734


2,011,925OPERATING INCOME


1,560,877


1,535,065


1,320,229Interest expense


(947,140
)

(945,852
)

(821,858
)Loss on extinguishment of debt


(20,330
)




Minority interest in income of consolidated entities


(12,431
)

(13,936
)

(11,524
)Income tax (expense) benefit of taxable REIT subsidiaries


(3,581
)

11,322


(11,370
)Income from unconsolidated entities


32,246


38,120


110,819Impairment charge


(21,172
)

(55,061
)

Gain on sale of assets and interests in unconsolidated entity





92,044


132,787Income from continuing operations


588,469


661,702


719,083Results of operations from discontinued operations


(25
)

(117
)

418Loss on disposal or sale of discontinued operations, net





(35,252
)

84NET INCOME


588,444


626,333


719,585Preferred unit requirement


(58,718
)

(76,655
)

(104,674
)NET INCOME AVAILABLE TO UNITHOLDERS

$
529,726

$
549,678

$
614,911NET INCOME AVAILABLE TO UNITHOLDERS
ATTRIBUTABLE TO:General Partner

$
422,517

$
436,164

$
486,145Limited Partners


107,209


113,514


128,766Net income

$
529,726

$
549,678

$
614,911BASIC EARNINGS PER UNITIncome from continuing operations

$
1.88

$
2.09

$
2.20Discontinued operations

$



(0.13
)

Net Income

$
1.88

$
1.96

$
2.20DILUTED EARNINGS PER UNITIncome from continuing operations

$
1.87

$
2.08

$
2.19Discontinued operations

$



(0.13
)

Net Income

$
1.87

$
1.95

$
2.19Net income

$
588,444

$
626,333

$
719,585Unrealized loss on interest rate hedges


(50,973
)

(10,760
)

6,518Net income (loss) on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense


(3,205
)

902


2,263Currency translation adjustments


(6,953
)

6,297


1,706Changes in available-for-sale securities and other


(168,619
)

2,020


1,404Comprehensive Income

$
358,694

$
624,792

$
731,476


The accompanying notes are an integral part of these statements.

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

For the Year Ended December 31,2008

2007

2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
588,444

$
626,333

$
719,585Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization


956,827


875,284


812,718Gain on sale of interest in unconsolidated entity





(92,044
)

(132,787
)Impairment charge


21,172


55,061


(Loss) gain on disposal or sale of discontinued operations, net





35,252


(84
)Straight-line rent


(33,672
)

(20,907
)

(17,020
)Minority interest


12,431


13,936


11,524Minority interest distributions


(28,251
)

(91,032
)

(37,200
)Equity in income of unconsolidated entities


(32,246
)

(38,120
)

(110,819
)Distributions of income from unconsolidated entities


118,665


101,998


94,605Changes in assets and liabilities Tenant receivables and accrued revenue, net


(14,312
)

(40,976
)

(3,799
)Deferred costs and other assets


(22,698
)

(70,138
)

(126,989
)Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities


39,873


113,753


69,214Net cash provided by operating activities


1,606,233


1,468,400


1,278,948CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions





(263,098
)

(158,394
)Funding of loans to related parties


(8,000
)

(2,752,400
)

Repayments of loans from related parties


35,300


2,204,400


Capital expenditures, net


(874,286
)

(1,017,472
)

(767,710
)Cash impact from the consolidation and de-consolidation of properties





6,117


8,762Net proceeds from sale of partnership interest, other assets and discontinued operations





56,374


209,039Investments in unconsolidated entities


(137,509
)

(687,327
)

(157,309
)Purchase of marketable and non-marketable securities


(345,594
)

(12,655
)

(5,581
)Distributions of capital from unconsolidated entities and other


309,217


416,485


263,761Net cash used in investing activities


(1,020,872
)

(2,049,576
)

(607,432
)CASH FLOWS FROM FINANCING ACTIVITIES:Partnership contributions and issuance of units


11,106


156,710


217,237Purchase of preferred units and partnership units


(16,009
)

(83,993
)

(16,150
)Preferred unit redemptions


(1,845
)

(300,468
)

(393,558
)Minority interest contributions


4,005


2,903


2,023Partnership distributions


(1,075,895
)

(1,020,674
)

(954,159
)Mortgage and other indebtedness proceeds, net of transaction costs


4,456,975


5,577,083


5,507,735Mortgage and other indebtedness principal payments


(3,692,136
)

(4,177,763
)

(4,442,332
)Net cash (used in) provided by financing activities


(313,799
)

153,798


(79,204
)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


271,562


(427,378
)

592,312CASH AND CASH EQUIVALENTS, beginning of year


501,982


929,360


337,048CASH AND CASH EQUIVALENTS, end of year

$
773,544

$
501,982

$
929,360


The accompanying notes are an integral part of these statements.

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

Preferred
Units

Simon Property
(Managing General
Partner)

Limited
Partners

Total Partners'
EquityBalance at December 31, 2005

$
1,396,679

$
3,227,274

$
865,565

$
5,489,518General partner contributions (414,659 units)





14,906





14,906Series J preferred stock premium and amortization


(329
)







(329
)Accretion of preferred units


587








587Series 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
)







(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
)







(192,989
)Series K preferred stock issuance (8,000,000 units)


200,000








200,000Series K preferred stock redemption (8,000,000 units)


(200,000
)







(200,000
)Stock incentive program (415,098 units, net)











Amortization of stock incentive





23,369





23,369Common units retired (70,000)





(6,405
)




(6,405
)Other (includes 191,938 limited partner units converted to cash)





608


(16,145
)

(15,537
)Adjustment to limited partners' interest from increased ownership in the Operating Partnership





(3,951
)

3,951


Distributions


(104,674
)

(671,812
)

(177,673
)

(954,159
)Net income


104,674


486,145


128,766


719,585Other comprehensive income (loss)





9,446


2,445


11,891Balance at December 31, 2006

$
1,157,010

$
3,095,022

$
837,836

$
5,089,868General partner contributions (231,025 units)





7,604





7,604Series J preferred stock premium and amortization


(328
)







(328
)Accretion of preferred units


1,157








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








16,362


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








8,055


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


(4,504
)




4,504


Series D preferred units redeemed (7,266 units)


(218
)







(218
)Series I preferred units redeemed (5,000 units)


(250
)







(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
)







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


150,000








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


(150,000
)







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





(49,269
)




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











Amortization of stock incentive





26,779





26,779Common units retired (23,000)





(2,291
)




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





571


(34,726
)

(34,155
)Adjustment to limited partners' interest from increased ownership in the Operating Partnership





26,466


(26,466
)

Distributions


(76,655
)

(749,196
)

(194,823
)

(1,020,674
)Net income


76,655


436,164


113,514


626,333Other comprehensive income (loss)





(1,152
)

(389
)

(1,541
)Balance at December 31, 2007

$
969,251

$
2,816,775

$
731,406

$
4,517,432General partner contributions (282,106 units)





11,886





11,886Series J preferred stock premium and amortization


(329
)







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


(184
)




184


Series D preferred units redeemed (61,493 units)


(1,845
)







(1,845
)Series I preferred units (6,437,072 units) converted to common units (5,151,776 units)


(321,854
)

321,854





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


(74,695
)




74,695


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





31,351


(31,351
)

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











Amortization of stock incentive





28,640





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





(450
)

(16,011
)

(16,461
)Adjustment to limited partners' interest from increased ownership in the Operating Partnership





(23,455
)

23,455


Distributions


(58,718
)

(811,327
)

(205,850
)

(1,075,895
)Net income


58,718


422,517


107,209


588,444Other comprehensive income (loss)





(183,153
)

(46,597
)

(229,750
)Balance at December 31, 2008

$
570,344

$
2,614,638

$
637,140

$
3,822,122


The accompanying notes are an integral part of these statements.

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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 in five retail real estate platforms: regional malls, Premium Outlet Centers®, The Mills®, community/lifestyle
centers, and international properties. As of December 31, 2008, we owned or held an interest in 324 income-producing properties in the United States, which consisted of 164 regional malls, 16
additional regional malls and four additional community centers acquired as a result of the 2007 acquisition of The Mills Corporation, or the Mills acquisition, 70 community/lifestyle centers, 16 The
Mills, 40 Premium Outlet Centers, and 14 other shopping centers or outlet centers in 41 states and Puerto Rico. We also own interests in four parcels of land held in the United States for future
development. Internationally, we have ownership interests in 52 European shopping centers (France, Italy, and Poland); seven Premium Outlet Centers in Japan; one Premium Outlet Center in
Mexico; one Premium Outlet Center in Korea;
and one shopping center in China. Also, through joint venture arrangements we have ownership interests in the following properties under development internationally: a 24% interest in two shopping
centers in Italy, a 40% interest in a Premium Outlet Center in Japan, and a 32.5% interests in three additional 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:



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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

2.    Basis of Presentation and Consolidation (Continued)



We
also consolidate all variable interest entities, or VIE, when we are determined to be the primary beneficiary. Our determination of the primary beneficiary of a VIE considers all
relationships between us and the VIE, including management agreements and other contractual arrangements, when determining the party obligated to absorb the majority of the expected losses, as defined
in FASB Interpretation No. 46 (revised), Consolidation of Variable Interest Entities (FIN 46(R)). There have been no changes during 2008 in conclusions about whether an entity qualifies
as a VIE or whether we are the primary beneficiary of any previously identified VIE. During 2008, we have not provided financial or other support to a previously identified VIE that we were not
previously contractually obligated to provide.

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 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, 2008, we consolidated 203 wholly-owned properties and consolidated 18 additional properties that are less than wholly-owned, but which we control or for which
we are the primary beneficiary. We account for the remaining 165 properties using the equity method of accounting (joint venture properties). We manage the day-to-day
operations of 93 of the 165 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, or SPG-FCM, which acquired The Mills Corporation and its majority-owned
subsidiary, The Mills Limited Partnership, or collectively Mills, in April 2007, using the equity method of accounting. We have determined that SPG-FCM is not a VIE and that Farallon
Capital Management, L.L.C., or Farallon, our joint venture partner, has substantive participating rights with respect to the assets and operations of SPG-FCM pursuant to the applicable
partnership agreements.

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

For the Year Ended
December 31,2008

2007

2006Weighted average ownership interest


79.8
%

79.4
%

79.1
%


As
of December 31, 2008 and 2007, Simon Property's ownership interest was 80.4% and 79.4%, 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.

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies



We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and
construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred 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 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 31,2008

2007

2006Capitalized interest

$
27,847

$
35,793

$
30,115


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 Statement of Financial Accounting
Standards (SFAS) No. 141 "Business Combinations" (SFAS 141). These components typically include buildings, land and intangibles related to in-place leases and we
estimate:



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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)



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



SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 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 144 requires us to reclassify any material operations related to consolidated properties sold during the period to discontinued operations. During
2007, we reported the net 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. There were no consolidated assets sold during 2008.



We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash
equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements, and
money markets. Our gift card programs are administered by banks. We collect gift card funds at the point of sale and then remit those funds to the banks for further processing. As a result, cash and
cash equivalents, as of December 31, 2008 and 2007, includes a balance of $29.8 million and $41.3 million, respectively, related to these gift card programs which we do not
consider available for general working capital purposes. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts
receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance
limits. See Notes 4, 8, and 10 for disclosures about non-cash investing and financing transactions.



Marketable securities consist primarily of the investments of our captive insurance subsidiaries, our investment in shares of stock of
Liberty International PLC, or Liberty, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment
properties that have been sold. Non-marketable securities includes an investment that we acquired in 2008.

The
types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as
corporate debt securities with maturities ranging from 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, which approximates fair value, held by our captive insurance subsidiaries is
adjusted for amortization of premiums and accretion of discounts to maturity. Our investment in Liberty is also accounted for as an available-for-sale security. Liberty
operates regional shopping centers and is owner of other retail assets throughout the U.K. Liberty is a U.K. FTSE 100 listed company. Liberty converted into a U.K. Real Estate Investment Trust
(REIT) on January 1, 2007. Our interest in Liberty is less than 5% of their shares and is adjusted to their quoted market price, including a related foreign exchange component. Changes in the
values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized and recorded in other income, and includes the effect of changes in
foreign exchange rates on foreign currency denominated investments. However, if we determine a decline

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

in
value is other than temporary, then we recognize the unrealized loss in earnings 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 these securities may be
limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability recorded as the
amounts are fully payable to the employees that earned the compensation. Changes in the values of these securities are recognized in earnings, but because of the matching liability the impact to net
income is zero. As of December 31, 2008 and 2007, we have investments of $53.4 million and $55.9 million, respectively, which must be used to fund the debt service requirements of
debt related to investment properties sold. These investments are classified as held-to-maturity and are recorded at amortized cost as we have the ability and intent to hold
these investments to maturity. During 2008, we made an investment of $70 million in a non-marketable security that we account for under the cost method. To the extent an
other-than-temporary decline in fair value is deemed to have occurred, we would adjust this investment to its fair value.



We hold marketable securities that total $316.7 million and $260.4 million at December 31, 2008 and 2007,
respectively, and are considered to have Level 1 fair value inputs. The underlying aggregate unrealized loss on our marketable securities as of December 31, 2008 was
$165.3 million. In addition, we have derivative instruments, primarily interest rate swap agreements, with a gross liability balance of $19.4 million and $6.8 million, at
December 31, 2008 and 2007, respectively, which are classified as having Level 2 inputs. As defined by Statement of Financial Accounting Standard No. 157, "Fair Value
Measurements" (SFAS 157), Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges, and Level 2 fair value
inputs include observable information for similar items in active or inactive markets. We appropriately consider counterparty creditworthiness in the valuations.



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, or 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
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 on sale of assets and interests in unconsolidated entities" 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, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)



SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" (SFAS 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:

2008

2007Deferred financing and lease costs, net

$
237,619

$
221,433In-place lease intangibles, net


33,280


66,426Acquired above market lease intangibles, net


32,812


49,741Marketable securities of our captive insurance companies


105,860


116,260Goodwill


20,098


20,098Other marketable securities


210,867


144,188Minority interests


173,923


163,196Prepaids, notes receivable and other assets, net


387,797


337,293$
1,202,256

$
1,118,635


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. Details of these deferred costs as of December 31 are as follows:

2008

2007Deferred financing and lease costs

$
444,220

$
401,153Accumulated amortization


(206,601
)

(179,720
)Deferred financing and lease costs, net

$
237,619

$
221,433


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. 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

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

as
part of the purchase price allocation of the fair value of debt assumed in acquisitions. The accompanying statements of operations and comprehensive income includes amortization as follows:

For the Year Ended December 31,2008

2007

2006Amortization of deferred financing costs

$
17,044

$
15,467

$
18,716Amortization of debt premiums net of discounts


(14,701
)

(23,000
)

(28,163
)Amortization of deferred leasing costs


31,674


26,033


22,259


Intangible Assets.The average life of in-place lease intangibles is approximately 5.5 years and is
amortized over the remaining
life of the leases of the related property on the straight-line basis and is included with depreciation and amortization in the consolidated statements of operations and comprehensive
income. The fair market value of above and below market leases 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 2 years. The unamortized amounts of below market leases are included in accounts payable, accrued expenses, intangibles and deferred revenues on the consolidated
balance sheets were $94.3 million and $146.7 million as of December 31, 2008 and 2007, respectively. The amount of amortization of above and below market leases, net for the year
ended December 31, 2008, 2007, and 2006 was $35.4 million, $44.6 million, and $53.3 million, respectively. If a lease is terminated prior to the original lease termination,
any remaining unamortized intangible is charged to the income statement.

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

2008

2007In-place lease intangibles

$
160,125

$
190,151Accumulated amortization


(126,845
)

(123,725
)In-place lease intangibles, net

$
33,280

$
66,426Acquired above market lease intangibles

$
144,224

$
144,224Accumulated amortization


(111,412
)

(94,483
)Acquired above market lease intangibles, net

$
32,812

$
49,741


Estimated
future amortization, and the increasing (decreasing) effect on minimum rents for our above and below market leases recorded as of December 31, 2008 are as follows:

Below Market
Leases

Above Market
Leases

Increase to
Minimum
Rent, Net2009

$
33,590

$
(13,388
)
$
20,2022010


22,702


(6,958
)

15,7442011


17,228


(4,909
)

12,3192012


12,297


(3,703
)

8,5942013


5,105


(2,592
)

2,513Thereafter


3,372


(1,262
)

2,110$
94,294

$
(32,812
)
$
61,482


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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)



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 be highly 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 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 (loss) consisted of the following as of December 31:

2008

2007Cumulative translation adjustments

$
(2,524
)
$
4,429Accumulated derivative (losses) gains, net


(39,100
)

15,078Net unrealized (losses) gains on marketable securities, net


(165,336
)

3,283Total accumulated other comprehensive (loss) income

$
(206,960
)
$
22,790


Included
in cumulative translation adjustment is the gain related to the impact of exchange rate fluctuations on foreign currency denominated debt of $46.9 million and
$35.4 million at December 31, 2008 and 2007, respectively, that hedges the currency exposure related to certain of our foreign investments. The net unrealized losses as of
December 31, 2008 of $165.3 million represents the valuation and related currency adjustments for our marketable securities, including our investment in Liberty. We do not consider the
decline in value of any of our marketable securities to be an other-than-temporary decline in value as these market value declines have existed for a short period of time, and
we have the ability and intent to hold these securities. Further, as it relates to Liberty, we believe their underlying operating fundamentals remain substantially unchanged.



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

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

stated
base amount during the lease year. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold.

We
structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from
our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area
maintenance, or CAM, real estate taxes and insurance. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation. Such property operating expenses
typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. We accrue reimbursements from tenants for recoverable portions of all these
expenses as revenue in the period the applicable expenditures are incurred. For approximately 75% of our leases in the U.S. regional mall portfolio, 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 earned based on a contractual percentage of joint venture property revenue. Development fee revenue is earned on a contractual percentage of hard costs to develop a property.
Leasing fee revenue is earned on a contractual per square foot charge based on the square footage of current year leasing activity. We recognize revenue for these services provided when earned based
on the underlying activity.

Insurance
premiums written and ceded are recognized on a pro-rata basis over the terms of the policies. Insurance losses are reflected in property operating expenses in the
accompanying statements of operations and comprehensive income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on
evaluations by third-party actuaries and management's best estimates. Total insurance reserves for our insurance subsidiaries and other self-insurance programs as of December 31,
2008 and 2007 approximated $116.5 million and $121.4 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

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

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 31,2008

2007

2006Balance at Beginning of Year

$
33,810

$
32,817

$
35,239Consolidation of previously unconsolidated entities





495


321Provision for Credit Losses


24,037


9,672


9,730Accounts Written Off


(13,197
)

(9,174
)

(12,473
)Balance at End of Year

$
44,650

$
33,810

$
32,817




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 and to assist Simon Property in meeting the asset and income tests and other REIT requirements in order to
allow it to adhere to these requirements and maintain its REIT status. Our subsidiary REIT entities will generally not be liable for federal corporate income taxes as long as they continue to
distribute in excess of 100% of their taxable income. Thus, we made no provision for federal income taxes for these entities in the accompanying consolidated financial statements. If Simon Property or
either of our REIT subsidiaries fail to qualify as a REIT, Simon Property or that entity will be subject to tax at regular corporate rates for the years in which it failed to qualify. If Simon
Property lost its REIT status, it could not elect to be taxed as a REIT for four years unless its failure to qualify was due to reasonable cause and certain other conditions were satisfied.

Simon
Property has also elected taxable REIT subsidiary, or TRS, status for some of our subsidiaries. This enables us to provide services that would otherwise be considered
impermissible for REITs and participate in activities that 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, 2008 and 2007, we had a net deferred tax asset of $8.9 million and $19.8 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. No valuation allowance has been recorded as we believe these amounts will be realized. State
income, franchise or other taxes were not significant in any of the periods presented. The income tax benefit in 2007 results primarily from the tax deductibility of a $55.1 million impairment
charge.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)



We made certain reclassifications of prior period amounts in the financial statements to conform to the 2008 presentation. The
reclassifications were to amounts reported in the consolidated statement of cash flows and had no impact on previously reported operating results.

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



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



As a result of the Mills acquisition which is more fully discussed in Note 7, we consolidated two regional mall properties, Town
Center at Cobb and Gwinnett Place. In addition to the Mills
acquisition, on March 1, 2007, we acquired the remaining 40% interest in both University Park Mall and University Center located in Mishawaka, Indiana from our partner and as a result, we now
own 100% of these properties. On March 28, 2007, we acquired The Maine Outlet, a 112,000 square foot outlet center located in Kittery, Maine, adjacent to our Kittery Premium Outlets property.
On August 23, 2007, we acquired Las Americas Premium Outlets, a 560,000 square foot upscale outlet center located in San Diego, California. We also purchased an additional 1% interest in Bangor
Mall on July 13, 2007, and an additional 6.5% interest in Montgomery Mall on November 1, 2007. The aggregate purchase price of the consolidated assets acquired during 2007, excluding
Town Center 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 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 had no consolidated property dispositions during the year ended December 31, 2008.



During the year ended December 31, 2007, we sold five consolidated properties for which we received net proceeds of
$56.4 million and recorded our share of a loss on the disposals (net) totaling $35.3 million.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

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



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.

Impairment.In 2008, we recorded an impairment charge of $21.2 million. This resulted primarily
from a $10.5 million reduction in the
carrying value of a regional mall to its estimated net realizable value and the write-off of predevelopment costs related to various projects that we no longer plan to pursue development.

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 31,2008

2007

2006Income from continuing operations, after preferred unit requirement

$
529,751

$
585,047

$
614,409Discontinued operations


(25
)

(35,369
)

502Net Income available to Unitholders  Basic & Diluted

$
529,726

$
549,678

$
614,911Weighted Average Units Outstanding  Basic


282,508,087


281,034,711


279,567,279Effect of stock options of Simon Property


551,057


778,471


903,255Weighted Average Units Outstanding  Diluted


283,059,144


281,813,182


280,470,534


For
the year ending December 31, 2008, potentially dilutive securities include Simon Property stock options, convertible preferred stock and certain series of our preferred units
The only security that had a dilutive effect for the years ended December 31, 2008, 2007 and 2006 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 31,2008

2007

2006Total distributions paid per common unit

$
3.60

$
3.36

$
3.04Percent taxable as ordinary income


84.7
%

92.9
%

81.4
%Percent taxable as long-term capital gains


1.2
%

7.1
%

18.6
%Percent nontaxable as return of capital


14.1
%




100.0
%

100.0
%

100.0
%


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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

6.    Investment Properties

Investment properties consist of the following as of December 31:

2008

2007Land

$
2,795,026

$
2,798,452Buildings and improvements


22,112,944


21,364,915Total land, buildings and improvements


24,907,970


24,163,367Furniture, fixtures and equipment


297,745


251,658Investment properties at cost


25,205,715


24,415,025Less  accumulated depreciation


6,184,285


5,312,095Investment properties at cost, net

$
19,021,430

$
19,102,930Construction in progress included above

$
358,254

$
647,303


7.    Investments in Unconsolidated Entities

Joint ventures are common in the real estate industry. We use joint ventures, primarily with institutional investors, to finance properties, develop new properties, and diversify
our
risk in a particular property or portfolio. We held joint venture ownership interests in 103 properties in the U.S. as of December 31, 2008 and December 31, 2007. We also held interests
in two joint ventures which owned 52 European shopping centers as of December 31, 2008 and 51 as of December 31, 2007. We also held an interest in seven joint venture properties
under operation in Japan, one joint venture property in Mexico, one joint venture property in Korea, and one joint venture property in China. 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.



On February 16, 2007, SPG-FCM, a 50/50 joint venture between one of our affiliates and funds managed by Farallon
Capital Management, L.L.C., or Farallon, entered into a definitive merger agreement to acquire all of the outstanding common stock of Mills for $25.25 per common share in cash. The acquisition of
Mills and its interests in the 36 properties that remain at December 31, 2008 was completed in April 2007. As of December 31, 2008, we and Farallon had each funded $650.0 million
into SPG-FCM to acquire all of the common stock of Mills. As part of the transaction, we also made loans to SPG-FCM and Mills at rates of LIBOR plus 270-275 basis
points. These funds were used by SPG-FCM and Mills to repay loans and other obligations of Mills, including the redemption of preferred stock, during 2007. As of December 31, 2008,
the outstanding balance of our loan to SPG-FCM was $520.7 million, and the average outstanding balance during the year ended December 31, 2008 of all loans made to
SPG-FCM and Mills was approximately $534.1 million. During 2008 and 2007, we recorded approximately $15.3 million and $39.1 million in interest income (net of inter-
entity eliminations) related to these loans, respectively. We also recorded fee income, including fee income amortization related to up-front fees on loans made to SPG-FCM and
Mills, during 2008 and 2007 of approximately $3.1 million and $17.4 million (net of inter-entity eliminations), respectively, for providing refinancing services to Mills' properties and
SPG-FCM. The existing loan facility to
SPG-FCM bears a rate of LIBOR plus 275 basis points and matures on June 7, 2009, with three available one-year extensions. Fees charged on loans made to
SPG-FCM and Mills are amortized on a straight-line basis over the life of the loan.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

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

During
the third quarter of 2007, the holders of less than 5,000 common units in the Mills' operating partnership, or Mills Units, received $25.25 in cash, and those holding 5,000 or
more Mills Units had the option to exchange for cash of $25.25, or units of the Operating Partnership based on a fixed exchange ratio of 0.211 Operating Partnership units for each Mills Unit. That
option expired on August 1, 2007. Holders electing to exchange received 66,036 units in the Operating Partnership 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
Mills acquisition involved the purchase of all of Mills' outstanding shares of common stock and common units for approximately $1.7 billion (at $25.25 per share or unit), the
assumption of $954.9 million of preferred stock, the assumption of a proportionate share of property-level mortgage debt, of which SPG-FCM's share approximated $3.8 billion,
the assumption of $1.2 billion in unsecured loans provided by us, costs to effect the acquisition, and certain liabilities and contingencies, including an ongoing investigation by the
Securities and Exchange Commission, for an aggregate purchase price of approximately $8 billion. SPG-FCM has finalized its purchase price allocations for the Mills acquisition. The
valuations were developed with the assistance of a third-party professional appraisal firm.

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

Joint Venture Property Refinancing Activity

The following joint venture property refinancing activity occurred during the period, some of which resulted in our receiving
significant excess refinancing proceeds or making contributions:

On
December 5, 2008, we refinanced Ontario Mills, a joint venture property in which we own a 25% interest, with a $75.0 million, LIBOR plus 296 basis points
variable-rate mortgage that matures December 5, 2013. We subsequently entered into a swap agreement that essentially fixes the interest rate at 5.13%. The balances of the previous
mortgages were $135.6 million and required a contribution by the partners to retire the loan. Our net share of the contribution was $15.7 million.

During
2008, we refinanced Fashion Valley Mall, a joint venture property in which we own a 50% interest, with a $200.0 million, LIBOR plus 200 bps variable-rate
mortgage that matures October 9, 2013. The balances of the two previous mortgages, which were repaid, were $153.6 million and $29.1 million and bore interest at a fixed rate of
6.49% and 6.58%, respectively. We received our share of the excess refinancing proceeds of approximately $7.1 million on the closing of the new mortgage loan.

On
October 1, 2008, we refinanced Mall of New Hampshire, a joint venture property in which we own a 49.14% interest, with a $136.7 million, 6.23% fixed-rate
mortgage that matures October 5, 2015. The balances of the two previous mortgages, which were repaid, were $93.5 million and $7.8 million and bore interest at a fixed rate of
6.96%

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

and
8.53%, respectively. We received our share of the excess refinancing proceeds of approximately $18.7 million on the closing of the new mortgage loan.

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 balance 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 balance 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.

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Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

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 and as a result,
gain control of the property or become the primary beneficiary of a VIE. We reclassified these line items into "Income from discontinued joint venture interests" and "Income from consolidated joint
venture interests" so that we may present comparative results of operations for those joint venture interests held as of December 31, 2008. Balance sheet information for the joint ventures is
as follows:

December 31,
2008

December 31,
2007BALANCE SHEETSAssets:Investment properties, at cost

$
21,472,490

$
21,009,416Less  accumulated depreciation


3,892,956


3,217,44617,579,534


17,791,970Cash and cash equivalents


805,411


747,575Tenant receivables and accrued revenue, net


428,322


435,093Investment in unconsolidated entities, at equity


230,497


258,633Deferred costs and other assets


594,578


713,180Total assets

$
19,638,342

$
19,946,451Liabilities and Partners' Equity:Mortgages and other indebtedness

$
16,686,701

$
16,507,076Accounts payable, accrued expenses, intangibles, and deferred revenue


1,070,958


972,699Other liabilities


982,254


825,279Total liabilities


18,739,913


18,305,054Preferred units


67,450


67,450Partners' equity


830,979


1,573,947Total liabilities and partners' equity

$
19,638,342

$
19,946,451Our Share of:Total assets

$
8,056,873

$
8,040,987Partners' equity

$
533,929

$
776,857Add: Excess Investment


749,227


757,236Our net Investment in Joint Ventures

$
1,283,156

$
1,534,093Mortgages and other indebtedness

$
6,632,419

$
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 unconsolidated entities.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

As
of December 31, 2008, scheduled principal repayments on joint venture properties' mortgages and other indebtedness are as follows:

2009

$
1,511,6632010


1,694,6332011


1,630,4372012


2,538,3812013


1,563,591Thereafter


7,724,784Total principal maturities


16,663,489Net unamortized debt premiums and discounts


23,212Total mortgages and other indebtedness

$
16,686,701


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Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

This
debt becomes due in installments over various terms extending through 2036 with interest rates ranging from 1.00% to 10.61% and a weighted average rate of 4.99% at
December 31, 2008.

For the Year Ended December 31,2008

2007

2006STATEMENTS OF OPERATIONSRevenue:Minimum rent

$
1,956,129

$
1,682,671

$
1,060,896Overage rent


130,549


119,134


89,968Tenant reimbursements


1,005,638


852,312


540,560Other income


199,774


201,075


147,549Total revenue


3,292,090


2,855,192


1,838,973Operating Expenses:Property operating


671,268


580,910


366,122Depreciation and amortization


775,887


627,929


318,589Real estate taxes


263,054


220,474


131,359Repairs and maintenance


124,272


113,517


83,331Advertising and promotion


70,425


62,182


42,096Provision for credit losses


24,053


22,448


4,620Other


177,298


162,570


125,976Total operating expenses


2,106,257


1,790,030


1,072,093Operating Income


1,185,833


1,065,162


766,880Interest expense


(969,420
)

(853,307
)

(415,425
)(Loss) income from unconsolidated entities


(5,123
)

665


1,204Loss on sale of asset





(6,399
)

(6
)Income from Continuing Operations


211,290


206,121


352,653Income from consolidated joint venture interests





2,562


14,070Income from discontinued joint venture interests


47


202


736Gain on disposal or sale of discontinued operations, net





198,956


20,375Net Income

$
211,337

$
407,841

$
387,834Third-Party Investors' Share of Net Income

$
132,111

$
232,586

$
232,499Our Share of Net Income


79,226


175,255


155,335Amortization of Excess Investment


(46,980
)

(46,503
)

(49,546
)Income from Beneficial Interests and Other, net








15,605Write-off of Investment Related to Properties Sold








(2,846
)Our Share of Net Gain Related to Properties/Assets Sold





(90,632
)

(7,729
)Income from Unconsolidated Entities, Net

$
32,246

$
38,120

$
110,819


2006 Acquisition and Disposition Activity

On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall property for
$252.6 million, which includes 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 results of this property in the Joint Venture Statement of Operations into "Income from consolidated joint venture interests."

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

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 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., or Simon Ivanhoe, and Gallerie Commerciali Italia, or GCI. The carrying amount of our total combined investment in these two joint venture investments is $224.2 million
and $361.3 million as of December 31, 2008 and 2007, respectively, including all related components of other comprehensive income. We have a 50% ownership in Simon Ivanhoe and a 49%
ownership in GCI as of December 31, 2008.

On
October 20, 2005, Ivanhoe Cambridge, Inc., or 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, 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 statement of operations and comprehensive income
(loss). 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, 2007 and
2008.

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. The carrying amount of our investment in these Premium Outlet joint ventures in Japan is $312.6 million and $273.0 million as of
December 31, 2008 and 2007, respectively, including all related components of other comprehensive income. We have a 40% ownership in these Japan Premium Outlet Centers through a joint venture
arrangement. During 2007, we also completed construction and opened our first Premium Outlet in Korea. As of December 31, 2008 and 2007 respectively, our investment in our Premium Outlet in
Korea, for which we hold a 50% ownership interest, approximated $18.0 million and $23.1 million including all related components of other comprehensive income.

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., or GMI. During 2008, we completed construction and opened our first center in China, and have three additional centers under construction and due for completion in 2009. As
of December 31, 2008 and 2007 respectively, our investment in our centers in China approximated $53.9 million and $33.7 million including all related components of other
comprehensive income. Our projected total equity commitment upon completion for all four centers in China is $53.7 million.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments

Our mortgages and other indebtedness, excluding the impact of derivative instruments except for our fair value interest rate swaps, consist of the following as of
December 31:

2008

2007Fixed-Rate Debt:Mortgages and other notes, including $15,312 and $24,845 net premiums, respectively. Weighted average interest and maturity of 6.11% and 4.1 years at
December 31, 2008.

$
4,192,430

$
4,836,761Unsecured notes, including $1,887 and $9,680 net premiums, respectively. Weighted average interest and maturity of 5.69% and 4.7 years at
December 31, 2008.


10,726,887


9,384,6807% Mandatory Par Put Remarketed Securities, including $4,568 premiums in 2007 that were redeemed in June 2008.





204,568Total Fixed-Rate Debt


14,919,317


14,426,009Variable-Rate Debt:Mortgages and other notes, at face value, respectively. Weighted average interest and maturity of 2.00% and 3.3 years.


2,076,927


441,143Credit Facility (see below)


1,046,288


2,351,612Total Variable-Rate Debt


3,123,215


2,792,755Fair value interest rate swaps





(90
)Total Mortgages and Other Indebtedness, Net

$
18,042,532

$
17,218,674


General.At December 31, 2008, we have pledged 76 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 76 encumbered properties, indebtedness on 18
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 payment of a yield-maintenance premium or defeasance. As of December 31, 2008, 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
$285.3 million of our consolidated debt at three consolidated properties. In each case, the loans were made by unrelated third party institutional lenders and the guarantees are for the benefit
of each lender. In the event of foreclosure of the mortgaged property, the proceeds from the sale of the property are first applied against the amount of the guarantee and also reduce the amount
payable under the guarantee. To the extent the sale proceeds from the disposal of the property do not cover the amount of the guarantee, then the limited partner is liable to pay the difference
between the sale proceeds and the amount of the guarantee so that the entire amount guaranteed to the lender is satisfied. The debt is non-recourse to us and our affiliates.

Unsecured Debt

Our unsecured debt currently consists of $10.7 billion of senior unsecured notes and $1.0 billion outstanding under our
$3.5 billion credit facility, or the Credit Facility. The Credit Facility bears interest at LIBOR plus 37.5 basis

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments (Continued)

points
and an additional facility fee of 12.5 basis points. The Credit Facility is scheduled to mature on January 11, 2010, which we can extend for another year at our option.

On
May 19, 2008, we issued two tranches of senior unsecured notes totaling $1.5 billion at a weighted average fixed interest rate of 5.74% consisting of a
$700.0 million tranche with a fixed interest rate of 5.30% due May 30, 2013 and a second $800.0 million tranche with a fixed interest rate of 6.125% due May 30, 2018. We
used proceeds from the offering to reduce borrowings on the Credit Facility and for general working capital purposes.

On
June 16, 2008, we completed redemption of the $200.0 million outstanding principal amount of its 7% Mandatory Par Put Remarketed Securities, or MOPPRS. The redemption
was accounted for as an extinguishment and resulted in a charge in the second quarter of 2008 of approximately $20.3 million.

On
August 28, 2008, we repaid a $150.0 million unsecured note, which had a fixed rate of 5.38%.

During
the year ended December 31, 2008, we drew amounts from the Credit Facility to fund the redemption of the remarketable debt securities and the repayment of the
$150.0 million unsecured note. Other amounts drawn on the Credit Facility were primarily for general working capital purposes. We repaid a total of $2.7 billion on the Credit Facility
during the year ended December 31, 2008. The total outstanding balance of the Credit Facility as of December 31, 2008 was $1.0 billion, and the maximum amount outstanding during
the year was approximately $2.6 billion. During the year ended December 31, 2008, the weighted average outstanding balance of the Credit Facility was approximately $1.4 billion.
The amount outstanding as of December 31, 2008 includes $446.3 million in Euro and Yen-denominated borrowings. In addition, subsequent to December 31, 2008, we repaid
$600 million in unsecured notes, consisting of two $300 million tranches that bore rates of 3.75% and 7.13%, respectively, using proceeds from the Credit Facility.

Secured Debt

The balance of fixed and variable rate mortgage notes was $6.3 billion and $5.3 billion as of December 31, 2008
and 2007, respectively. Of the 2008 amount, $5.3 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, 2008, we repaid $274.0 million in mortgage loans, unencumbering five properties.

On
January 15, 2008, we entered into a swap transaction that effectively converted $300.0 million of variable rate debt to fixed rate debt at a net rate of 3.21%.

On
March 6, 2008, we borrowed $705 million on a term loan that matures March 5, 2012 and bears interest at a rate of LIBOR plus 70 basis points. On May 27,
2008, the loan was increased to $735 million. This loan is secured by the cash flow distributed from six properties and has additional availability of $115 million through the maturity
date.

On
July 30, 2008, we borrowed $190.0 million on a loan secured by Philadelphia Premium Outlets, which matures on July 30, 2014 and bears interest at a variable rate
of LIBOR plus 185 basis points. On January 2, 2009, we executed a swap agreement that fixes the interest rate of this loan at 4.19%.

On
September 23, 2008, we borrowed $170.0 million on a term loan that matures September 23, 2013 and bears interest at a rate of LIBOR plus 195 basis points. On
November 4, 2008, the loan was increased to $220 million and on December 17, 2008, the loan was increased to its maximum availability of $260 million. This is a cross-
collateralized loan that is secured by The Domain, Shops at Arbor Walk, and Palms Crossing. On January 2, 2009, we executed a swap agreement that fixes the interest rate on
$200.0 million of this loan at 4.35%.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments (Continued)

Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2008 are as follows:

2009

$
1,475,5102010


2,301,6742011


3,050,5762012


2,938,3952013


2,034,735Thereafter


6,224,443Total principal maturities


18,025,333Net unamortized debt premium and other


17,199Total mortgages and other indebtedness

$
18,042,532


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

For the Year Ended December 31,2008

2007

2006Cash paid for interest

$
1,001,718

$
983,219

$
845,964


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 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, 2008, we reflected the fair value of outstanding consolidated derivatives in other liabilities for $19.4 million. In addition, we recorded the benefits
from our treasury lock and interest rate hedge agreements in accumulated other comprehensive loss and the unamortized balance of these agreements is $3.3 million as of December 31, 2008.
The net deficit from terminated swap agreements is also recorded in accumulated other comprehensive loss and the unamortized balance is $3.4 million as of December 31, 2008. As of
December 31, 2008, our outstanding LIBOR based derivative contracts consisted of:



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Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments (Continued)



Within
the next year, we expect to reclassify to earnings approximately $10.9 million of loss of the current balance held in accumulated other comprehensive loss. The amount of
ineffectiveness relating to fair value and cash flow hedges recognized in income during the periods presented was not material.

Our
joint ventures may also enter into interest rate swaps or caps, which are recorded at fair value on the joint ventures' balance sheet. Included in our accumulated other
comprehensive income (loss) as of December 31, 2008 and 2007 is our share of the joint ventures accumulated derivative gains or (losses) of $(19.6) million and $(5.8) million, respectively.

Fair Value of Financial Instruments

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair
values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate
the fair values of consolidated fixed-rate unsecured notes using quoted market prices, or, if no quoted prices are available, we use quoted market prices for securities with similar terms
and maturities. 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:

2008

2007Fair value of fixed-rate mortgages and other indebtedness (in millions)

$
12,385

$
14,742Average discount rates assumed in calculation of fair value of fixed-rate mortgages


6.33
%

5.23
%


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, 2008 are as follows:

2009

$
1,898,1102010


1,762,6582011


1,584,0122012


1,402,7182013


1,209,345Thereafter


3,731,109$
11,587,952


Approximately
0.6% of future minimum rents to be received are attributable to leases with an affiliate of 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)

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 2008, eight limited partners exchanged 2,574,608 units for an equal number of shares of common stock of Simon Property. We issued an
equal number of units to Simon Property, increasing its ownership interest in us.

We
issued 282,106 units to Simon Property related to employee and director stock options exercised during 2008. We used the net proceeds from the option exercises of approximately
$11.9 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 2008,
no purchases were made as part of this program. Simon Property's share repurchase program had remaining availability of approximately $950.7 million at December 31, 2008.

Holders
of our Series I 6% Convertible Perpetual Preferred Units had the right to convert these preferred units into units during the year ended December 31, 2008. A total
of 6,437,072 Series I preferred units were converted into 5,151,776 units for the year then ended.

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Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

Preferred Units

The following table summarizes the carrying values of each series of preferred units that were outstanding as of December 31:

2008

2007Series C 7.00% Cumulative Convertible Preferred Units, 2,700,000 units authorized, 94,235 and 100,818 issued and outstanding

$
2,639

$
2,823Series D 8.00% Cumulative Redeemable Preferred Units, 2,700,000 units authorized, 1,356,814 and 1,418,307 issued and outstanding


40,704


42,5496% Series I Convertible Perpetual Preferred Units, 19,000,000 units authorized, 9,108,635 and 17,039,611 issued and outstanding


455,432


851,981Series J 83/8% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 796,948 issued and outstanding, including
unamortized premium of $6,185 and $6,514 in 2008 and 2007, respectively.


46,032


46,3617.5% Cumulative Redeemable Preferred Units, 260,000 authorized, 255,373 issued and outstanding


25,537


25,537$
570,344

$
969,251


The
following series of preferred units had previously issued units in years prior to 2007, but had no shares outstanding at the end of 2008 and 2007, and the authorized units for each
series are as follows: 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 G 7.89% Cumulative Step-Up Premium Rate Convertible Preferred Units (3,000,000 units); and Series H Variable
Rate Preferred Units (4,530,000 units), Series K Variable Rate Redeemable Preferred Units (8,000,000 units); and Series L Variable Rate Redeemable Preferred Units (6,000,000 units).

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 our common 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 2008, holders converted 6,583 of the preferred units into 4,981
common 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 common
units into which the Series C 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

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Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

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 2008, one holder redeemed 61,493 of the preferred units for $1.8 million.

Series I 6% Convertible Perpetual Preferred Units.On October 14, 2004, we issued 18,015,506
Series I 6% convertible perpetual
preferred units as part of our acquisition of the Chelsea Property Group (Chelsea). Distributions are made quarterly, at an annual rate of 6% per unit. On or after October 14, 2009, we have the
option to redeem the Series I preferred units, in whole or in part, for cash only at a liquidation preference of $50.00 per unit plus accumulated and unpaid distributions. However, if the
redemption date falls between the record date and the distribution payment date, the redemption price will be equal to only the liquidation preference 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
a number of fully paid and non-assessable common 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 common 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 2008, holders of Series I
preferred units exchanged 22,400 Series I preferred units for an equal number of shares of Series I preferred stock of Simon Property. In prior years, 1,093,042 Series I preferred
units were exchanged for an equal number of shares of Series I preferred stock of Simon Property. During 2008, we also issued 1,187,238 units as a result of the conversion of 1,493,904
Series I preferred units.

As
of December 31, 2008, the conversion trigger price of $77.88 was not met and, as a result, conversion of the Series I preferred units will not be permitted through
March 31, 2009. A total of 6,437,072 Series I preferred units were converted into 5,151,776 units during 2008 as the conversion trigger price was met at the quarterly determination dates
during 2008.

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.

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 our common stock of Simon
Property. In the event of the death of a holder of the preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder
may require us to redeem the preferred units at the same redemption price payable at our option in either cash or units.

102

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

Notes Receivable from Former CPI Stockholders.Notes receivable of $17,199 from stockholders of an entity
we acquired in 1998 are reflected as a
deduction from partners' equity in the accompanying financial statements. The notes do not bear interest and become due at the time the underlying shares are sold.

The Simon Property Group 1998 Stock Incentive Plan.We, along with Simon Property, have a stock
incentive plan (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.

Automatic Awards For Eligible Directors.Directors of Simon Property who are not employees or employees
of affiliates of Simon Property ("Eligible
Directors") receive automatic awards under the 1998 plan. Until 2003, these awards took the form of stock options. Since then, the awards have been shares of restricted stock of Simon Property.

Each
eligible director receives on the first day of the first calendar month following his or her initial election an award of restricted stock with a value of $82,500
(pro-rated for partial years of service). Thereafter, as of the date of each annual meeting of stockholders, eligible directors who are re-elected receive an award of
restricted stock having a value of $82,500. In addition, eligible directors who serve as chairpersons of the standing committees (excluding the Executive Committee) receive an additional annual award
of restricted stock having a value of $10,000 (in the case of the Audit Committee) or $7,500 (in the case of all other standing committees). The Lead Director also receives an annual restricted stock
award having a value of $12,500. The restricted stock vests in full after one year.

Once
vested, the delivery of the shares of restricted stock (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the director retires, dies
or becomes disabled or otherwise no longer serves as a director. The directors may vote and are entitled to receive dividends on the underlying shares; however, any dividends on the shares of
restricted stock must be reinvested in shares of common stock and held in the deferred compensation plan until the shares of 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, 2008

103

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

a
total of 4,738,409 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 31,2008

2007

2006Restricted stock shares awarded during the year, net of forfeitures


276,872


222,725


415,098Weighted average fair value of shares granted during the year

$
85.77

$
120.55

$
84.33Amortization expense

$
28,640

$
26,779

$
23,369


The
weighted average life of our outstanding options as of December 31, 2008 is 2.3 years. Information relating to Director Options and Employee Options from
December 31, 2005 through December 31, 2008 is as follows:

Director Options

Employee OptionsOptions

Weighted Average
Exercise Price
Per Share

Options

Weighted Average
Exercise Price
Per ShareShares under option at December 31, 2005


37,500

$
27.80


1,527,922

$
30.39Granted





N/A


70,000


90.87Exercised


(18,000
)

27.68


(396,659
)

36.02Forfeited


(3,000
)

24.25


(3,000
)

24.47Shares under option at December 31, 2006


16,500

$
28.57


1,198,263

$
32.07Granted





N/A


23,000


99.03Exercised, none were forfeited during the period


(16,500
)

28.57


(214,525
)

32.62Shares under option at December 31, 2007




$



1,006,738

$
33.48Granted











Exercised, none were forfeited during the period








(282,106
)

41.96Shares under option at December 31, 2008




$



724,632

$
30.18




Outstanding and ExercisableEmployee Options:
Range of Exercise Prices

Options

Weighted
Average
Remaining
Contractual
Life in
Years

Weighted
Average
Exercise Price
Per Share$22.36 - $30.38


615,583


1.96

$
25.13$30.39 - $46.97


59,749


5.09


46.97$46.98 - $63.51


26,300


5.17


50.17$63.52 - $99.03


23,000


0.24


99.03Total


724,632




$
30.18


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

104

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

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.

Unit Distributions

On January 30, 2009, Simon Property's Board of Directors approved a quarterly common stock dividend of $0.90 per share, to be
paid in a combination of cash and shares of its common stock. The distribution rate on our units is equal to the dividend rate on Simon Property's common stock. While our unitholders will have the
right to elect to receive their distribution in either cash or units, we have announced that the aggregate cash component of the distribution will not exceed 10% of the total distribution, or $0.09
per unit. If the number of unitholders electing to receive cash would result in our payment of cash in excess of this 10% limitation, we will allocate the cash payment on a pro rata basis among those
unitholders making the cash election. Simon Property has reserved the right to elect to pay the first quarter dividend, and as a result our distribution, all in cash. Simon Property's Board of
Directors reviews and approves Simon Property's dividends and, as a result, our distributions, on a quarterly basis, and no determination has been made about whether the remaining 2009 dividends will
be paid in a similar combination of cash and common stock. Paying all or a portion of its remaining 2009 dividends in a combination of cash and common stock allows Simon Property to satisfy its REIT
taxable income distribution requirement under existing IRS revenue procedures, while enhancing financial flexibility and balance sheet strength.

11.    Commitments and Contingencies

Litigation

As previously disclosed, for several years we have been defending actions brought by the Attorneys General of Massachusetts, New
Hampshire and Connecticut in their respective state courts and similar litigation brought by other parties alleging that the sale of co-branded, bank-issued gift cards by our
affiliate, SPGGC, Inc., at certain of our properties, violated state gift certificate and consumer protection laws. We previously reported the dismissal of the New Hampshire litigation. During
the fourth quarter of 2008, the complaint in the Massachusetts litigation was dismissed and we settled the Connecticut litigation. The only remaining legal proceedings involving gift card sales are
two purported class actions brought by private parties in New York. With the resolution of the remaining Attorneys General's actions in 2008, we no longer believe that the ultimate outcome of these
related actions would have a material adverse effect on our financial position, results of operations or cash flows and, accordingly, we do not expect to report further developments in these actions.

We
are also 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, 2008, a total of 29 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 fixed annual rental payments, or a fixed annual rental plus a percentage rent component based upon the
revenues or

105

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

11.    Commitments and Contingencies (Continued)

total
sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense included in other expense as follows:

For the Year Ended December 31,2008

2007

2006Ground lease expense

$
30,681

$
30,499

$
29,301


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

2009

$
16,5302010


16,2882011


16,3382012


16,4512013


16,699Thereafter


669,723$
752,029


Insurance

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

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

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, 2008, we had loan guarantees and other guarantee obligations of $71.9 million and $6.6 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.

106

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

11.    Commitments and Contingencies (Continued)

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 532 of the approximately 1,376 anchor stores in the properties as of
December 31, 2008. An affiliate of one of these retailers is one of our limited partners.

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, 2008 and 2007, the estimated settlement value of these non-controlling interests was approximately $130 million and $145 million, respectively. The
minority interest amount recognized as a liability on the consolidated balance sheets related to these non-controlling interests was approximately $23 million as of
December 31, 2008 and 2007.

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 31,2008

2007

2006Amounts charged to unconsolidated joint ventures

$
125,663

$
95,564

$
62,879Amounts charged to properties owned by related parties


4,980


5,049


9,494


During 2008 and 2007, we recorded interest income of $15.3 million and $39.1 million, respectively, and financing fee income of
$3.1 million and $17.4 million, respectively, net of inter-entity eliminations, related to the loans that we have provided to Mills and SPG-FCM and lending financing services
to those entities and the properties in which they hold an ownership interest.

13.    Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations", (SFAS 141(R)), and SFAS No. 160, "Noncontrolling Interests in Consolidated Financial
Statements"(SFAS 160). SFAS 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, and that costs of acquisition be expensed as incurred. SFAS 160 clarifies that a
noncontrolling interest in a subsidiary should be reported as equity in the consolidated balance sheet and the noncontrolling interest's share of

107

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

13.    Recently Issued Accounting Pronouncements (Continued)

earnings
is included in consolidated net income. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS 141(R) and SFAS 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 141(R) or
SFAS 160 will have a significant impact on our results of operations or financial position other than the reclassification of certain noncontrolling interests on a prospective and retrospective
basis.

In
March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133."
This statement amends and expands the
disclosure requirements of SFAS 133. This statement is effective for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. We are in the process
of determining the impact of adopting this statement.

14.    Quarterly Financial Data (Unaudited)

Quarterly 2008 and 2007 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, 2008. 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 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. Quarterly
amounts may not equal annual amounts due to rounding.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter2008Total revenue

$
895,298

$
922,947

$
935,594

$
1,029,316Operating income


351,958


379,406


383,695


445,818Income from continuing operations


126,921


111,661


156,979


192,908Net income available to common unitholders


87,933


76,572


112,809


145,203Income from continuing operations per unit  Basic

$
0.39

$
0.34

$
0.50

$
0.65Net income per unit  Basic

$
0.39

$
0.34

$
0.50

$
0.65Income from continuing operations per unit  Diluted

$
0.39

$
0.34

$
0.50

$
0.64Net income per unit  Diluted

$
0.39

$
0.34

$
0.50

$
0.64Weighted average units outstanding


281,224,467


282,382,491


282,384,237


284,025,809Diluted weighted average units outstanding


281,841,042


282,971,297


282,953,695


284,422,9862007Total revenue

$
852,141

$
855,932

$
907,145

$
1,035,581Operating income


348,966


333,551


378,699


473,849Income from continuing operations


144,066


95,248


236,470


185,918Net income available to common unitholders


98,381


59,917


164,937


112,929Income from continuing operations per unit  Basic

$
0.44

$
0.27

$
0.77

$
0.60Net income per unit  Basic

$
0.44

$
0.27

$
0.74

$
0.51Income from continuing operations per unit  Diluted

$
0.44

$
0.27

$
0.77

$
0.60Net income per unit  Diluted

$
0.44

$
0.27

$
0.74

$
0.51Weighted average units outstanding


280,858,656


281,282,172


281,028,487


280,944,298Diluted weighted average units outstanding


281,716,125


281,119,027


281,774,055


281,617,542


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Table of Contents

SIGNATURES

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

SIMON PROPERTY GROUP, L.P.By

/s/ DAVID SIMON David Simon
Chairman of the Board of Directors
and Chief Executive Officer of
Simon Property Group, Inc., General Partner


March 2,
2009

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

Signature

Capacity

Date/s/ DAVID SIMON David Simon

Chairman of the Board of Directors
and Chief Executive Officer of
Simon Property Group, Inc., General Partner
(Principal Executive Officer)

March 2, 2009/s/ HERBERT SIMON Herbert Simon

Co-Chairman Emeritus

March 2, 2009/s/ MELVIN SIMON Melvin Simon

Co-Chairman Emeritus

March 2, 2009/s/ RICHARD S. SOKOLOV Richard S. Sokolov

President, Chief Operating Officer of
Simon Property Group, Inc., General Partner
and Director

March 2, 2009/s/ BIRCH BAYH Birch Bayh

Director

March 2, 2009/s/ MELVYN E. BERGSTEIN Melvyn E. Bergstein

Director

March 2, 2009/s/ LINDA WALKER BYNOE Linda Walker Bynoe

Director

March 2, 2009


109

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Table of Contents

Signature

Capacity

Date/s/ PIETER S. VAN DEN BERG Pieter S. van den Berg

Director

March 2, 2009/s/ REUBEN S. LEIBOWITZ Reuben S. Leibowitz

Director

March 2, 2009/s/ J. ALBERT SMITH, JR. J. Albert Smith, Jr.

Director

March 2, 2009/s/ KAREN N. HORN Karen N. Horn

Director

March 2, 2009/s/ STEPHEN E. STERRETT Stephen E. Sterrett

Executive Vice President
and Chief Financial Officer of
Simon Property Group, Inc., General Partner
(Principal Financial Officer)

March 2, 2009/s/ JOHN DAHL John Dahl

Senior Vice President
and Chief Accounting Officer of
Simon Property Group, Inc., General Partner
(Principal Accounting Officer)

March 2, 2009


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Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2008
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At December 31, 2008Name, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
Construction or
AcquisitionRegional MallsAnderson Mall, Anderson, SC

$
27,755

$
1,712

$
15,227

$
1,363

$
19,920

$
3,075

$
35,147

$
38,222

$
13,173

1972Arsenal Mall, Watertown, MA


1,090


15,505


47,680





9,642


15,505


57,322


72,827


14,268

1999 (Note 4)Bangor Mall, Bangor, ME


80,000


5,478


59,740





8,336


5,478


68,076


73,554


16,533

2004 (Note 5)Barton Creek Square, Austin, TX





2,903


20,929


7,983


59,959


10,886


80,888


91,774


37,244

1981Battlefield Mall, Springfield, MO


94,530


3,919


27,231


3,225


61,405


7,144


88,636


95,780


44,137

1970Bay Park Square, Green Bay, WI





6,358


25,623


4,133


23,438


10,491


49,061


59,552


18,164

1980Bowie Town Center, Bowie, MD





2,710


65,044


235


5,206


2,945


70,250


73,195


20,419

2001Boynton Beach Mall, Boynton Beach, FL





22,240


78,804


4,666


25,616


26,906


104,420


131,326


33,023

1985Brea Mall, Brea, CA





39,500


209,202





25,119


39,500


234,321


273,821


68,588

1998 (Note 4)Broadway Square, Tyler, TX





11,470


32,431





21,590


11,470


54,021


65,491


19,376

1994 (Note 4)Brunswick Square, East Brunswick, NJ


83,452


8,436


55,838





27,827


8,436


83,665


92,101


31,304

1973Burlington Mall, Burlington, MA





46,600


303,618


19,600


87,961


66,200


391,579


457,779


96,968

1998 (Note 4)Castleton Square, Indianapolis, IN





26,250


98,287


7,434


69,346


33,684


167,633


201,317


51,133

1972Century III Mall, West Mifflin, PA


81,930


17,380


102,364


10


8,437


17,390


110,801


128,191


61,726

1979Charlottesville Fashion Square, Charlottesville, VA








54,738





13,580





68,318


68,318


22,858

1997 (Note 4)Chautauqua Mall, Lakewood, NY





3,257


9,641





16,214


3,257


25,855


29,112


10,859

1971Chesapeake Square, Chesapeake, VA


70,841


11,534


70,461





7,445


11,534


77,906


89,440


35,341

1989Cielo Vista Mall, El Paso, TX





1,005


15,262


608


43,508


1,613


58,770


60,383


30,773

1974College Mall, Bloomington, IN





1,003


16,245


720


43,130


1,723


59,375


61,098


25,054

1965Columbia Center, Kennewick, WA





17,441


66,580





21,461


17,441


88,041


105,482


28,211

1987Copley Place, Boston, MA


200,000





378,045





78,878





456,923


456,923


83,023

2002 (Note 4)Coral Square, Coral Springs, FL


83,134


13,556


93,630





13,987


13,556


107,617


121,173


44,897

1984Cordova Mall, Pensacola, FL





18,626


73,091


7,321


43,797


25,947


116,888


142,835


29,187

1998 (Note 4)Cottonwood Mall, Albuquerque, NM





10,122


69,958





3,316


10,122


73,274


83,396


30,708

1996Crossroads Mall, Omaha, NE


41,150


639


30,658


409


35,783


1,048


66,441


67,489


26,719

1994 (Note 4)Crystal River Mall, Crystal River, FL


14,916


5,393


20,241





4,857


5,393


25,098


30,491


9,077

1990DeSoto Square, Bradenton, FL


64,153


9,011


52,675





8,107


9,011


60,782


69,793


22,276

1973Domain, The, Austin, TX (Note 6)





45,152


197,010





52,560


45,152


249,570


294,722


15,462

2005Edison Mall, Fort Myers, FL





11,529


107,350





28,267


11,529


135,617


147,146


40,169

1997 (Note 4)Fashion Mall at Keystone, Indianapolis, IN








120,579





48,162





168,741


168,741


49,510

1997 (Note 4)Firewheel Town Center, Garland, TX





8,636


82,716





23,617


8,636


106,333


114,969


14,381

2004Forest Mall, Fond Du Lac, WI


16,478


721


4,491





8,792


721


13,283


14,004


7,180

1973Forum Shops at Caesars, The, Las Vegas, NV


524,657





276,567





204,235





480,802


480,802


108,579

1992


111

---



Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2008
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At December 31, 2008Name, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
Construction or
AcquisitionGreat Lakes Mall, Mentor, OH





12,302


100,362





10,656


12,302


111,018


123,320


41,141

1961Greenwood Park Mall, Greenwood, IN





2,423


23,445


5,275


114,688


7,698


138,133


145,831


44,094

1979Gulf View Square, Port Richey, FL





13,690


39,991


2,023


20,097


15,713


60,088


75,801


22,595

1980Gwinnett Place, Duluth, GA


115,000


17,051


141,191





4,210


17,051


145,401


162,452


38,335

1998 (Note 5)Haywood Mall, Greenville, SC





11,585


133,893


6


18,976


11,591


152,869


164,460


56,637

1998 (Note 4)Independence Center, Independence, MO


200,000


5,042


45,798





32,209


5,042


78,007


83,049


30,951

1994 (Note 4)Ingram Park Mall, San Antonio, TX


77,180


733


17,163


73


19,934


806


37,097


37,903


19,914

1979Irving Mall, Irving, TX





6,737


17,479


2,533


41,225


9,270


58,704


67,974


31,356

1971Jefferson Valley Mall, Yorktown Heights, NY





4,868


30,304





24,516


4,868


54,820


59,688


26,133

1983Knoxville Center, Knoxville, TN


58,446


5,006


21,617


3,712


35,324


8,718


56,941


65,659


27,153

1984La Plaza Mall, McAllen, TX





1,375


9,828


6,569


38,146


7,944


47,974


55,918


20,715

1976Laguna Hills Mall, Laguna Hills, CA





27,928


55,446





16,694


27,928


72,140


100,068


21,952

1997 (Note 4)Lakeline Mall, Austin, TX





10,088


81,568


14


15,742


10,102


97,310


107,412


34,197

1995Lenox Square, Atlanta, GA





38,213


492,411





58,481


38,213


550,892


589,105


154,881

1998 (Note 4)Lima Mall, Lima, OH





7,662


35,338





9,611


7,662


44,949


52,611


18,738

1965Lincolnwood Town Center, Lincolnwood, IL





7,907


63,480


28


7,435


7,935


70,915


78,850


34,674

1990Livingston Mall, Livingston, NJ





22,214


105,250





36,557


22,214


141,807


164,021


37,760

1998 (Note 4)Longview Mall, Longview, TX


30,839


259


3,567


124


7,931


383


11,498


11,881


5,461

1978Mall of Georgia, Mill Creek, GA


185,238


47,492


326,633





3,826


47,492


330,459


377,951


63,130

1999 (Note 5)Maplewood Mall, Minneapolis, MN





17,119


80,758





11,225


17,119


91,983


109,102


20,774

2002 (Note 4)Markland Mall, Kokomo, IN


21,818





7,568





10,056





17,624


17,624


8,852

1968McCain Mall, N. Little Rock, AR








9,515


10,530


12,180


10,530


21,695


32,225


15,541

1973Melbourne Square, Melbourne, FL





15,762


55,891


4,160


27,929


19,922


83,820


103,742


25,959

1982Menlo Park Mall, Edison, NJ





65,684


223,252





33,429


65,684


256,681


322,365


84,104

1997 (Note 4)Midland Park Mall, Midland, TX


31,852


687


9,213





12,459


687


21,672


22,359


12,438

1980Miller Hill Mall, Duluth, MN





2,998


18,092





27,471


2,998


45,563


48,561


26,800

1973Montgomery Mall, Montgomeryville, PA


89,460


27,105


86,915





25,243


27,105


112,158


139,263


23,114

2004 (Note 5)Muncie Mall, Muncie, IN


7,381


172


5,776


52


27,118


224


32,894


33,118


15,399

1970North East Mall, Hurst, TX





128


12,966


19,010


148,611


19,138


161,577


180,715


59,473

1971Northfield Square Mall, Bourbonnais, IL


29,067


362


53,396





1,240


362


54,636


54,998


30,675

2004 (Note 5)Northgate Mall, Seattle, WA





24,369


115,992





93,581


24,369


209,573


233,942


51,408

1987Northlake Mall, Atlanta, GA


67,423


33,400


98,035





4,324


33,400


102,359


135,759


45,679

1998 (Note 4)Northwoods Mall, Peoria, IL





1,185


12,779


2,451


37,093


3,636


49,872


53,508


27,003

1983Oak Court Mall, Memphis, TN





15,673


57,304





8,756


15,673


66,060


81,733


22,571

1997 (Note 4)Ocean County Mall, Toms River, NJ





20,404


124,945





23,684


20,404


148,629


169,033


42,213

1998 (Note 4)


112

---



Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2008
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At December 31, 2008Name, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
Construction or
AcquisitionOrange Park Mall, Orange Park, FL





12,998


65,121





40,115


12,998


105,236


118,234


38,028

1994 (Note 4)Orland Square, Orland Park, IL





35,514


129,906





21,808


35,514


151,714


187,228


50,348

1997 (Note 4)Oxford Valley Mall, Langhorne, PA


74,805


24,544


100,287





7,881


24,544


108,168


132,712


44,939

2003 (Note 4)Paddock Mall, Ocala, FL





11,198


39,727





16,180


11,198


55,907


67,105


16,770

1980Penn Square Mall, Oklahoma City, OK


65,828


2,043


155,958





27,936


2,043


183,894


185,937


53,104

2002 (Note 4)Pheasant Lane Mall, Nashua, NH





3,902


155,068


550


14,786


4,452


169,854


174,306


48,112

2004 (Note 5)Phipps Plaza, Atlanta, GA





19,200


210,610





21,669


19,200


232,279


251,479


69,196

1998 (Note 4)Plaza Carolina, Carolina, PR


236,901


15,493


279,560





11,798


15,493


291,358


306,851


45,077

2004 (Note 4)Port Charlotte Town Center,
Port Charlotte, FL


50,998


5,471


58,570





15,396


5,471


73,966


79,437


28,559

1989Prien Lake Mall, Lake Charles, LA





1,842


2,813


3,091


36,807


4,933


39,620


44,553


17,982

1972Richmond Town Square,
Richmond Heights, OH


44,739


2,600


12,112





59,924


2,600


72,036


74,636


39,566

1966River Oaks Center, Calumet City, IL





30,884


101,224





10,726


30,884


111,950


142,834


35,903

1997 (Note 4)Rockaway Townsquare, Rockaway, NJ





44,116


212,257


27


31,359


44,143


243,616


287,759


67,050

1998 (Note 4)Rolling Oaks Mall, San Antonio, TX





1,929


38,609





14,027


1,929


52,636


54,565


24,504

1988Roosevelt Field, Garden City, NY





164,058


702,008


2,117


39,064


166,175


741,072


907,247


214,402

1998 (Note 4)Ross Park Mall, Pittsburgh, PA





23,541


90,203





71,846


23,541


162,049


185,590


52,602

1986Santa Rosa Plaza, Santa Rosa, CA





10,400


87,864





10,039


10,400


97,903


108,303


29,416

1998 (Note 4)Shops at Mission Viejo, The,
Mission Viejo, CA





9,139


54,445


7,491


145,967


16,630


200,412


217,042


74,101

1979South Hills Village, Pittsburgh, PA





23,445


125,840





16,698


23,445


142,538


165,983


45,546

1997 (Note 4)South Shore Plaza, Braintree, MA





101,200


301,495





68,214


101,200


369,709


470,909


94,453

1998 (Note 4)Southern Park Mall, Boardman, OH





16,982


77,767


97


23,786


17,079


101,553


118,632


38,609

1970SouthPark, Charlotte, NC





42,092


188,055


100


165,073


42,192


353,128


395,320


76,472

2002 (Note 4)St. Charles Towne Center, Waldorf, MD





7,710


52,934


1,180


26,829


8,890


79,763


88,653


35,872

1990Stanford Shopping Center, Palo Alto, CA


240,000





339,537





5,914





345,451


345,451


59,939

2003 (Note 4)Summit Mall, Akron, OH


65,000


15,374


51,137





37,647


15,374


88,784


104,158


27,201

1965Sunland Park Mall, El Paso, TX


33,734


2,896


28,900





7,120


2,896


36,020


38,916


19,949

1988Tacoma Mall, Tacoma, WA


122,687


37,803


125,826





73,353


37,803


199,179


236,982


55,789

1987Tippecanoe Mall, Lafayette, IN





2,897


8,439


5,517


44,478


8,414


52,917


61,331


32,228

1973Town Center at Aurora, Aurora, CO





9,959


56,832


6


56,463


9,965


113,295


123,260


34,436

1998 (Note 4)Town Center at Boca Raton, Boca Raton, FL





64,200


307,317





151,838


64,200


459,155


523,355


121,435

1998 (Note 4)Town Center at Cobb, Kennesaw, GA


280,000


32,585


158,225





10,577


32,585


168,802


201,387


42,921

1998 (Note 5)Towne East Square, Wichita, KS





8,525


18,479


1,429


39,772


9,954


58,251


68,205


30,712

1975


113

---



Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2008
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At December 31, 2008Name, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
Construction or
AcquisitionTowne West Square, Wichita, KS


50,520


972


21,203


61


11,960


1,033


33,163


34,196


17,703

1980Treasure Coast Square, Jensen Beach, FL





11,124


72,990


3,067


34,067


14,191


107,057


121,248


36,073

1987Tyrone Square, St. Petersburg, FL





15,638


120,962





28,764


15,638


149,726


165,364


51,781

1972University Park Mall, Mishawaka, IN


100,000


16,768


112,158


7,000


47,833


23,768


159,991


183,759


79,097

1996 (Note 4)Upper Valley Mall, Springfield, OH


47,904


8,421


38,745





10,739


8,421


49,484


57,905


17,660

1979Valle Vista Mall, Harlingen, TX


40,000


1,398


17,159


372


20,659


1,770


37,818


39,588


18,165

1983Virginia Center Commons, Glen Allen, VA





9,764


50,547


4,149


9,454


13,913


60,001


73,914


24,645

1991Walt Whitman Mall, Huntington Station, NY





51,700


111,258


3,789


43,113


55,489


154,371


209,860


56,032

1998 (Note 4)Washington Square, Indianapolis, IN


30,194


16,800


36,495


462


27,599


17,262


64,094


81,356


36,259

1974West Ridge Mall, Topeka, KS


68,711


5,453


34,132


1,168


22,444


6,621


56,576


63,197


22,658

1988Westminster Mall, Westminster, CA





43,464


84,709





29,676


43,464


114,385


157,849


31,882

1998 (Note 4)White Oaks Mall, Springfield, IL


50,000


3,024


35,692


2,102


40,247


5,126


75,939


81,065


28,355

1977Wolfchase Galleria, Memphis, TN


225,000


15,881


128,276





9,358


15,881


137,634


153,515


45,898

2002 (Note 4)Woodland Hills Mall, Tulsa, OK


78,612


34,211


187,123





12,898


34,211


200,021


234,232


50,452

2004 (Note 5)Premium Outlet CentersAlbertville Premium Outlets, Albertville, MN





3,900


97,059





3,318


3,900


100,377


104,277


20,303

2004 (Note 4)Allen Premium Outlets, Allen, TX





13,855


43,687


97


22,194


13,952


65,881


79,833


13,097

2004 (Note 4)Aurora Farms Premium Outlets, Aurora, OH





2,370


24,326





2,285


2,370


26,611


28,981


11,525

2004 (Note 4)Camarillo Premium Outlets, Camarillo, CA





16,670


224,721


558


42,303


17,228


267,024


284,252


36,705

2004 (Note 4)Carlsbad Premium Outlets, Carlsbad, CA





12,890


184,990


96


1,679


12,986


186,669


199,655


28,057

2004 (Note 4)Carolina Premium Outlets, Smithfield, NC


19,696


3,170


59,863





2,038


3,170


61,901


65,071


15,197

2004 (Note 4)Chicago Premium Outlets, Aurora, IL





659


118,005


4,940


11,407


5,599


129,412


135,011


24,875

2004 (Note 4)Clinton Crossings Premium Outlets,
Clinton, CT





2,060


107,556


472


1,855


2,532


109,411


111,943


20,326

2004 (Note 4)Columbia Gorge Premium Outlets,
Troutdale, OR





7,900


16,492





785


7,900


17,277


25,177


6,402

2004 (Note 4)Desert Hills Premium Outlets, Cabazon, CA





3,440


338,679





3,522


3,440


342,201


345,641


48,475

2004 (Note 4)Edinburgh Premium Outlets, Edinburgh, IN





2,857


47,309





11,006


2,857


58,315


61,172


13,726

2004 (Note 4)Folsom Premium Outlets, Folsom, CA





9,060


50,281





2,717


9,060


52,998


62,058


13,571

2004 (Note 4)Gilroy Premium Outlets, Gilroy, CA





9,630


194,122





4,358


9,630


198,480


208,110


36,472

2004 (Note 4)Houston Premium Outlets, Cypress, TX





21,159


69,350





28,755


21,159


98,105


119,264


3,335

2007Jackson Premium Outlets, Jackson, NJ





6,413


104,013


3


2,778


6,416


106,791


113,207


16,211

2004 (Note 4)Jersey Shore Premium Outlets, Tinton Falls, NJ





16,141


50,979





73,424


16,141


124,403


140,544


858

2007Johnson Creek Premium Outlets,
Johnson Creek, WI





2,800


39,546





4,458


2,800


44,004


46,804


6,986

2004 (Note 4)Kittery Premium Outlets, Kittery, ME


43,556


11,832


94,994





4,557


11,832


99,551


111,383


12,049

2004 (Note 4)Las Americas Premium Outlets, San Diego, CA


180,000


45,168


251,878





1,252


45,168


253,130


298,298


10,166

2007 (Note 4)Las Vegas Outlet Center, Las Vegas, NV





13,085


160,777





4,144


13,085


164,921


178,006


21,023

2004 (Note 4)Las Vegas Premium Outlets, Las Vegas, NV





25,435


134,973





58,647


25,435


193,620


219,055


28,121

2004 (Note 4)


114

---



Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2008
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At December 31, 2008Name, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
Construction or
AcquisitionLeesburg Corner Premium Outlets,
Leesburg, VA





7,190


162,023





2,930


7,190


164,953


172,143


32,161

2004 (Note 4)Liberty Village Premium Outlets,
Flemington, NJ





5,670


28,904





1,712


5,670


30,616


36,286


9,240

2004 (Note 4)Lighthouse Place Premium Outlets,
Michigan City, IN


88,623


6,630


94,138





4,019


6,630


98,157


104,787


23,683

2004 (Note 4)Napa Premium Outlets, Napa, CA





11,400


45,023





1,349


11,400


46,372


57,772


9,239

2004 (Note 4)North Georgia Premium Outlets,
Dawsonville, GA





4,300


132,325





1,709


4,300


134,034


138,334


25,352

2004 (Note 4)Orlando Premium Outlets, Orlando, FL





14,040


304,410


16,100


45,228


30,140


349,638


379,778


42,526

2004 (Note 4)Osage Beach Premium Outlets,
Osage Beach, MO





9,460


85,804


3


3,417


9,463


89,221


98,684


18,910

2004 (Note 4)Petaluma Village Premium Outlets,
Petaluma, CA





13,322


14,067





2,918


13,322


16,985


30,307


5,619

2004 (Note 4)Philadelphia Premium Outlets, Limerick, PA


190,000


16,676


105,249





15,481


16,676


120,730


137,406


6,310

2006Rio Grande Valley Premium Outlets,
Mercedes, TX





12,693


41,547


1


34,874


12,694


76,421


89,115


6,576

2005Round Rock Premium Outlets,
Round Rock, TX





21,977


82,252





2,796


21,977


85,048


107,025


10,897

2005Seattle Premium Outlets, Seattle, WA





13,557


103,722


12


3,181


13,569


106,903


120,472


16,207

2004 (Note 4)St. Augustine Premium Outlets,
St. Augustine, FL





6,090


57,670


2


6,825


6,092


64,495


70,587


14,436

2004 (Note 4)The Crossings Premium Outlets,
Tannersville, PA


53,992


7,720


172,931





8,821


7,720


181,752


189,472


28,388

2004 (Note 4)Vacaville Premium Outlets, Vacaville, CA





9,420


84,850





4,540


9,420


89,390


98,810


21,354

2004 (Note 4)Waikele Premium Outlets, Waipahu, HI





22,630


77,316





872


22,630


78,188


100,818


15,658

2004 (Note 4)Waterloo Premium Outlets, Waterloo, NY


72,822


3,230


75,277





5,701


3,230


80,978


84,208


18,137

2004 (Note 4)Woodbury Common Premium Outlets,
Central Valley, NY





11,110


862,559


1,658


3,182


12,768


865,741


878,509


125,123

2004 (Note 4)Wrentham Village Premium Outlets,
Wrentham, MA





4,900


282,031





3,124


4,900


285,155


290,055


47,852

2004 (Note 4)Community/Lifestyle CentersArboretum at Great Hills, Austin, TX





7,640


36,774


71


8,248


7,711


45,022


52,733


13,249

1998 (Note 4)Bloomingdale Court, Bloomingdale, IL


26,592


8,748


26,184





9,684


8,748


35,868


44,616


16,295

1987Brightwood Plaza, Indianapolis, IN





65


128





337


65


465


530


311

1965Charles Towne Square, Charleston, SC








1,768


370


10,636


370


12,404


12,774


6,225

1976Chesapeake Center, Chesapeake, VA





5,352


12,279





532


5,352


12,811


18,163


4,523

1989


115

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Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2008
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At December 31, 2008Name, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
Construction or
AcquisitionCountryside Plaza, Countryside, IL





332


8,507


2,554


9,002


2,886


17,509


20,395


7,031

1977Dare Centre, Kill Devil Hills, NC


1,640





5,702





189





5,891


5,891


747

2004 (Note 4)DeKalb Plaza, King of Prussia, PA


3,071


1,955


3,405





1,105


1,955


4,510


6,465


1,518

2003 (Note 4)Eastland Plaza, Tulsa, OK





651


3,680





80


651


3,760


4,411


3,280

1986Forest Plaza, Rockford, IL


14,585


4,132


16,818


453


9,689


4,585


26,507


31,092


8,573

1985Gateway Shopping Centers, Austin, TX


87,000


24,549


81,437





7,719


24,549


89,156


113,705


17,706

2004 (Note 4)Great Lakes Plaza, Mentor, OH





1,028


2,025





3,680


1,028


5,705


6,733


2,842

1976Greenwood Plus, Greenwood, IN





1,131


1,792





3,735


1,131


5,527


6,658


2,678

1979Henderson Square, King of Prussia, PA


14,616


4,223


15,124





147


4,223


15,271


19,494


2,705

2003 (Note 4)Highland Lakes Center, Orlando, FL


15,189


7,138


25,284





1,217


7,138


26,501


33,639


12,026

1991Ingram Plaza, San Antonio, TX





421


1,802


4


59


425


1,861


2,286


1,183

1980Keystone Shoppes, Indianapolis, IN








4,232





974





5,206


5,206


1,730

1997 (Note 4)Knoxville Commons, Knoxville, TN





3,731


5,345





1,738


3,731


7,083


10,814


4,819

1987Lake Plaza, Waukegan, IL





2,487


6,420





1,059


2,487


7,479


9,966


3,325

1986Lake View Plaza, Orland Park, IL


19,388


4,702


17,543





13,062


4,702


30,605


35,307


12,767

1986Lakeline Plaza, Austin, TX


21,256


5,822


30,875





6,984


5,822


37,859


43,681


13,634

1998Lima Center, Lima, OH





1,808


5,151





6,788


1,808


11,939


13,747


4,176

1978Lincoln Crossing, O'Fallon, IL


2,935


674


2,192





630


674


2,822


3,496


1,169

1990Lincoln Plaza, King of Prussia, PA








21,299





1,942





23,241


23,241


8,204

2003 (Note 4)MacGregor Village, Cary, NC


6,596


502


8,897





183


502


9,080


9,582


1,150

2004 (Note 4)Mall of Georgia Crossing, Mill Creek, GA





9,506


32,892





260


9,506


33,152


42,658


10,703

2004 (Note 5)Markland Plaza, Kokomo, IN





206


738





6,234


206


6,972


7,178


2,513

1974Martinsville Plaza, Martinsville, VA








584





408





992


992


720

1967Matteson Plaza, Matteson, IL


8,537


1,771


9,737





2,685


1,771


12,422


14,193


6,044

1988Muncie Plaza, Muncie, IN





267


10,509


87


1,350


354


11,859


12,213


3,959

1998New Castle Plaza, New Castle, IN





128


1,621





1,417


128


3,038


3,166


1,893

1966North Ridge Plaza, Joliet, IL





2,831


7,699





3,231


2,831


10,930


13,761


4,450

1985North Ridge Shopping Center, Raleigh, NC


8,056


385


12,838





406


385


13,244


13,629


1,768

2004 (Note 4)Northwood Plaza, Fort Wayne, IN





148


1,414





1,543


148


2,957


3,105


1,695

1974Palms Crossing, McAllen, TX (Note 6)





13,923


45,925





5,837


13,923


51,762


65,685


2,802

2006Park Plaza, Hopkinsville, KY





300


1,572





217


300


1,789


2,089


1,750

1968Pier Park, Panama City Beach, FL





25,992


73,158





41,120


25,992


114,278


140,270


3,404

2006Regency Plaza, St. Charles, MO


4,003


616


4,963





569


616


5,532


6,148


2,296

1988Richardson Square Mall, Richardson, TX





6,285





1,268


15,506


7,553


15,506


23,059


322

1977Rockaway Convenience Center, Rockaway, NJ





5,149


26,435





6,543


5,149


32,978


38,127


7,673

1998 (Note 4)Rockaway Town Plaza, Rockaway, NJ








18,698





1,765





20,463


20,463


2,335

2004Shops at Arbor Walk, Austin, TX (Note 6)





930


42,546





5,210


930


47,756


48,686


4,026

2005


116

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Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2008
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At December 31, 2008Name, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
Construction or
AcquisitionShops at North East Mall, The, Hurst, TX





12,541


28,177


402


5,782


12,943


33,959


46,902


13,879

1999St. Charles Towne Plaza, Waldorf, MD


25,613


8,377


18,993





2,918


8,377


21,911


30,288


9,784

1987Teal Plaza, Lafayette, IN





99


878





3,011


99


3,889


3,988


2,071

1962Terrace at the Florida Mall, Orlando, FL





2,150


7,623





5,201


2,150


12,824


14,974


4,043

1989Tippecanoe Plaza, Lafayette, IN








745


234


5,037


234


5,782


6,016


3,006

1974University Center, Mishawaka, IN





3,071


7,413





3,095


3,071


10,508


13,579


7,115

1980Washington Plaza, Indianapolis, IN





941


1,697





398


941


2,095


3,036


2,561

1976Waterford Lakes Town Center, Orlando, FL





8,679


72,836





14,176


8,679


87,012


95,691


31,000

1999West Ridge Plaza, Topeka, KS


5,158


1,376


4,560





1,770


1,376


6,330


7,706


2,866

1988White Oaks Plaza, Springfield, IL


15,741


3,169


14,267





1,392


3,169


15,659


18,828


6,595

1986Wolf Ranch, Georgetown, TX





22,118


51,547





5,489


22,118


57,036


79,154


7,695

2004Other PropertiesCrossville Outlet Center, Crossville, TN





263


4,380





229


263


4,609


4,872


712

2004 (Note 4)Factory Merchants Branson, Branson, MO





1,383


19,637


1


846


1,384


20,483


21,867


1,681

2004 (Note 4)Factory Shoppes at Branson Meadows, Branson, MO


9,160





5,205





228





5,433


5,433


707

2004 (Note 4)Factory Stores of America  Boaz, AL


2,678





924





7





931


931


104

2004 (Note 4)Factory Stores of America  Georgetown, KY


6,349


148


3,610





47


148


3,657


3,805


461

2004 (Note 4)Factory Stores of America  Graceville, FL


1,886


12


408





60


12


468


480


55

2004 (Note 4)Factory Stores of America  Lebanon. MO


1,586


24


214








24


214


238


40

2004 (Note 4)Factory Stores of America 
Nebraska City, NE


1,488


26


566





13


26


579


605


80

2004 (Note 4)Factory Stores of America  Story City, IA


1,841


7


526








7


526


533


64

2004 (Note 4)Factory Stores of North Bend,
North Bend, WA





2,143


36,197





1,901


2,143


38,098


40,241


5,498

2004 (Note 4)Nanuet Mall, Nanuet, NY





27,310


162,993





3,427


27,310


166,420


193,730


104,236

1998 (Note 4)Palm Beach Mall, West Palm Beach, FL


50,953


11,962


112,437





35,542


11,962


147,979


159,941


94,848

1967Raleigh Springs Mall, Memphis, TN





4,663


28,604





12,892


4,663


41,496


46,159


40,567

1971University Mall, Pensacola, FL





4,256


26,657





3,908


4,256


30,565


34,821


13,258

1994Development ProjectsCincinnati Premium Outlets, Monroe, OH





14,117


32,157








14,117


32,157


46,274




2008Other pre-development costs





31,890


26,844








31,890


26,844


58,734


Other





3,304


3,818


665


344


3,969


4,162


8,131


3,363$
5,208,029


2,606,933

$
17,523,294

$
188,093

$
4,589,650

$
2,795,026

$
22,112,944

$
24,907,970

$
6,015,677


117

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Table of Contents

Simon Property Group, L.P. and Subsidiaries        Notes to Schedule III as of December 31, 2008        (Dollars in thousands)

(1)    Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2008, 2007, and 2006 are as follows:

2008

2007

2006Balance, beginning of year

$
24,163,367

$
22,644,299

$
21,551,247Acquisitions and consolidations


7,640


743,457


402,095Improvements


797,717


1,057,663


772,806Disposals and de-consolidations


(60,754
)

(282,052
)

(81,849
)Balance, close of year

$
24,907,970

$
24,163,367

$
22,644,299


The
unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2008 was $18,390,068.

(2)    Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2008, 2007, and 2006 are as follows:

2008

2007

2006Balance, beginning of year

$
5,168,565

$
4,479,198

$
3,694,807Acquisitions and consolidations (5)





12,714


64,818Depreciation expense


871,556


808,041


767,726Disposals


(24,444
)

(131,388
)

(48,153
)Balance, close of year

$
6,015,677

$
5,168,565

$
4,479,198


Depreciation
of our investment in buildings and improvements reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original
lives of the assets as follows:



118

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Table of Contents



Exhibits2

Agreement and Plan of Merger, dated as February 12, 2007, by and among SPG-FCM Ventures, LLC, SPG-FCM Acquisitions, Inc., SPG-FCM
Acquisitions, L.P., The Mills Corporation, and The Mills Limited Partnership (incorporated by reference to Exhibit 2.1 to Simon Property Group, Inc.'s Current Report on Form 8-K filed February 23, 2007).3.1

Second Amended and Restated Certificate of Limited Partnership of the Limited Partnership (incorporated by reference to Exhibit 3.1 of
Simon Property Group, L.P.'s Annual Report on Form 10-K for 2002).3.2

Eighth Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.'s
Current Report on Form 8-K dated May 8, 2008).3.3

Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated March 7, 2007, but effective as of
August 27, 1999, regarding a prior agreement filed under an exhibit 99.1 to Form S-3/A of Simon Property Group, L.P. on November 20, 1996.4(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 on Form S-3 filed on October 21, 1996 (Reg. No. 333-11491)).10.1

$3,500,000,000 Credit Agreement, dated as of December 15, 2005, among Simon Property Group, L.P., the Institutions named therein as
Lenders and the Institutions named therein as Co-Agents (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.'s Current Report on Form 8-K filed on December 20, 2005).10.2

Amendment to Credit Agreement among Simon Property Group, L.P., the Institutions named therein as Lenders and the Institutions named
therein as Co-Agents, dated October 4, 2007 (incorporated by reference to Exhibit 10.3 of Simon Property Group, L.P.'s Annual Report on Form 10-K for 2007).10.3*

Simon Property Group, L.P. 1998 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to Simon Property Group,
 Inc.'s Current Report on Form 8-K dated May 8, 2008).10.4(b)

Option Agreement to acquire the Excluded Retail Property (Previously filed as Exhibit 10.10).10.5

Voting Agreement dated as of June 20, 2004 among the Simon Property Group, Inc., Simon Property Group, L.P., and certain holders
of shares of common stock of Chelsea Property Group, Inc. and/or common units of CPG Partners, L.P. (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Simon Property Group, L.P. on
June 22, 2004).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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119

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