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Table of Contents



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



FORM 10-K

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

For the fiscal year ended December 31, 2010



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

Delaware(State or other jurisdiction of
incorporation or organization)

333-11491(Commission File No.)

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


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

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

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

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



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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes o    No o

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

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

Large accelerated filer o

Accelerated filer o

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

Smaller reporting company o


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

Registrant had no publicly-traded voting equity as of June 30, 2010.

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, 2010

TABLE OF CONTENTS



Item No.



Page No.Part I1.

Business

31A.

Risk Factors

71B.

Unresolved Staff Comments

112.

Properties

123.

Legal Proceedings

434.

[Removed and Reserved.]

43Part II5.

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

446.

Selected Financial Data

457.

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

467A.

Quantitative and Qualitative Disclosure About Market Risk

618.

Financial Statements and Supplementary Data

619.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

619A.

Controls and Procedures

629B.

Other Information

63Part III10.

Directors, Executive Officers and Corporate Governance

6411.

Executive Compensation

6412.

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

6413.

Certain Relationships and Related Transactions and Director Independence

6414.

Principal Accountant Fees and Services

64Part IV15.

Exhibits, and Financial Statement Schedules

65Signatures

102


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Part I

Item 1.    Business

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

We
own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlets®, The Mills®, and community/lifestyle
centers. As of December 31, 2010, we owned or held an interest in 338 income-producing properties in the United States, which consisted of 161 regional malls, 58 Premium Outlets, 66
community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation and 17 other shopping centers or outlet centers in 41 states and Puerto Rico. Of the 36 properties
in The Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. Internationally, as of December 31, 2010, we had ownership interests in
45 European shopping centers in Italy, eight Premium Outlets in Japan, one Premium Outlet in Mexico, and one Premium Outlet in South Korea. On July 15, 2010, we and our joint venture
partner sold our collective interests in Simon Ivanhoe S.à.r.l., or Simon Ivanhoe, which owned seven shopping centers located in France and Poland.

For
a description of our operational strategies and developments in our business during 2010, 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 invest in equity or debt securities of other entities engaged in real estate
activities or securities of other issuers consistent with Simon Property's qualification as a real estate investment trust, or REIT. However, any of these investments would be subject to the
percentage ownership limitations and gross income tests necessary for REIT qualification. These REIT limitations mean that we cannot make an investment that would cause Simon Property's real estate
assets to be less than 75% of its total assets. In addition, at least 75% of Simon Property's gross income must be derived directly or indirectly from investments relating to real property or
mortgages on real property, including "rents from real property," dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. At least 95% of Simon
Property's income must be derived from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the
foregoing.

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



We must comply with the covenants contained in our financing agreements that limit our ratio of debt to total assets or market value,
as defined. For example, our lines of credit and the indentures for our debt securities contain 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
strive to maintain investment grade ratings on our debt securities at all times, but we cannot assure you that we will be able to do so.

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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,
retaining 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 future 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 $3.9 billion unsecured revolving credit facility, or the Credit Facility. The Credit Facility has an accordion feature allowing the maximum borrowing capacity to expand
to $4.0 billion. We also issue debt securities, and we may issue our debt securities which may be convertible into units, preferred units or be accompanied by warrants to purchase equity
interests or be exchangeable for stock of Simon Property. We also may sell or securitize our lease receivables. The proceeds from any borrowings or financings may be used for one or more of the
following:



We
may also finance acquisitions through the following:



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

We
do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional
indebtedness on such properties. We also have covenants on our unsecured debt that limit our total secured debt.

Typically,
we invest in or form special purpose entities to assist us in obtaining permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a
single property, or on a group of properties, and generally requires us to provide a mortgage interest on the property in favor of an institutional third party, as a joint venture with a third party,
or as a securitized financing. For securitized financings, we create special purpose entities to own the properties. These special purpose entities, which are common in the real estate industry, are
structured so that they would not be consolidated in a bankruptcy proceeding involving a parent company. We decide upon the structure of the financing based upon the best terms then available to us
and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning
consolidated properties as part of our consolidated indebtedness.



We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. Simon Property
has adopted governance principles governing the function, conduct, selection, orientation and duties 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

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



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

Competition

The retail industry is dynamic and competitive. We compete with numerous merchandise distribution channels including regional malls,
outlet centers, community/lifestyle centers, and other shopping centers in the United States and abroad. Internet retailing sites and catalogs also provide retailers with distribution options beyond
existing brick and mortar retail properties. The existence of competitive alternatives could have a material adverse effect on our ability to lease space and on the level of rents we can obtain. This
results in competition for both the tenants to occupy the properties that we develop and manage as well as for the acquisition of prime sites (including land for development and operating properties).
We believe that there are numerous factors that make our properties highly desirable to retailers including:



Certain Activities

During the past three years, we have:



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Employees

At December 31, 2010, we and our affiliates employed approximately 5,900 persons at various properties and offices throughout
the United States, of which approximately 2,400 were
part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana and 100 were located at our Premium Outlets offices in Roseland, New
Jersey.

Corporate Headquarters

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

Available Information

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

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Item 1A.    Risk Factors

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

Risks Relating to Debt and the Financial Markets



As of December 31, 2010, our consolidated mortgages and other indebtedness, excluding the related premium and discount, totaled
$17.5 billion. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service. Our
debt service costs generally will not be reduced if developments at the property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the property.
Should such events occur, our operations may be adversely affected. If a property is mortgaged to secure payment of indebtedness and income from this is insufficient to pay that indebtedness, the
property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.



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



Our outstanding senior unsecured notes and the preferred stock of Simon Property are periodically rated by nationally recognized credit
rating agencies. The 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. Our credit ratings can also affect the amount of capital we can access, as well as the terms of any financing we obtain. Since we depend
primarily on debt financing to fund our growth, adverse changes in our credit rating could have a negative effect on our future growth.



We manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap a
portion of our variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and terms are appropriate. Our efforts to manage these exposures may not be successful.

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

Factors Affecting Real Estate Investments and Operations



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

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



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



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

Environmental Risks



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



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



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Retail Operations Risks



Our concentration in the retail real estate market means that we are subject to the risks that affect the retail environment generally,
including the levels of consumer spending, seasonality, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, changes in economic conditions, consumer confidence,
casualties and other natural disasters, and the potential for terrorist activities. The economy and consumer spending appear to be recovering from the effects of the recent recession. We derive our
cash flow from operations primarily from retail tenants, many of whom have been and continue to be under some degree of economic stress. A significant deterioration in our cash flow from operations
could require us to curtail planned capital expenditures or seek alternative sources of financing.



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



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



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

Risks Relating to Joint Venture Properties



As of December 31, 2010, we owned interests in 175 income-producing properties with other parties. Of those, 19 properties are
included in our consolidated financial statements. We account for the other 156 properties under the equity method of accounting, which we refer to as joint venture properties. We
serve as general partner or property manager for 92 of these 156 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, 55 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.

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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, 2010, we had loan guarantees to support $60.7 million 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. We have made a
concerted effort to convert our leases to a fixed payment methodology which fixes our tenants' CAM contributions and should in turn reduce the volatility of and limitations on the recoveries we
collect from our tenants for the reimbursement of our property operating expenses. However, with respect to both variable and fixed payment methodologies, the amount of CAM charges we bill to our
tenants may not allow us to recover all of these operating costs.



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

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



We hold interests in joint venture properties that operate in Italy, Japan, Korea, and Mexico, and an interest in a joint venture
property under development in Malaysia. We have a minority investment in two U.K. real estate companies. We may pursue additional expansion opportunities outside the United States. International
development and ownership activities carry risks that are different from those we face with our domestic properties and operations. These risks include:



Although
our international activities currently are a relatively small portion of our business (international properties represented approximately 5.0% of the GLA of all of our
properties at December 31, 2010), 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 insurance coverage with third party carriers who provide a portion of the coverage for specific layers of potential losses
including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States. The initial portion of coverage not provided by third
party carriers is

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either
insured through our wholly-owned captive insurance companies, Rosewood Indemnity, Ltd. and Bridgewood Insurance Company, Ltd., and other financial arrangements controlled by us.
The third party 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 our
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, which 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 it could generate.

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. 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 where we operate
could adversely affect our property values, revenues, consumer traffic and tenant sales.

Risks Relating to Federal Income Taxes



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



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

Item 1B.    Unresolved Staff Comments

None.

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Item 2.    Properties



Our U.S. properties primarily consist of regional malls, Premium Outlets, The Mills, community/lifestyle centers, and other properties.
These properties contain an aggregate of approximately 250.5 million square feet of gross leasable area, or GLA, of which we own approximately 159.5 million square feet. Total estimated
retail sales at the properties in 2010 was in excess of $60 billion.

Regional
malls typically contain at least one traditional department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the
anchors. Additional stores are usually located along the perimeter of the parking area. Our 161 regional malls are generally enclosed centers and range in size from approximately 400,000 to
2.4 million square feet of GLA. Our regional malls contain in the aggregate more than 18,300 occupied stores, including approximately 709 anchors, which are mostly national retailers. For
comparative purposes, we separate the information in this section on the 16 regional malls acquired from The Mills Corporation in 2007, or the Mills Regional Malls, from the information on our other
regional malls.

Premium
Outlets generally contain a wide variety of designer and manufacturer stores located in open-air centers. Our 58 Premium Outlets range in size from approximately
150,000 to 850,000 square feet of GLA. The Premium Outlets are generally located near major metropolitan areas and tourist destinations including New York City, Los Angeles, Boston, Palm Springs,
Orlando, Las Vegas, and Honolulu.

The
Mills generally range in size from 1.0 million to 2.3 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional
mall, outlet center, and big box retailers and entertainment uses. The Mills Regional Malls typically range in size from 800,000 to 1.3 million square feet of GLA and contain a wide variety of
national retailers.

Community/lifestyle
centers are generally unenclosed and smaller than our regional malls. Our 66 community/lifestyle centers generally range in size from approximately 100,000 to
950,000 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 17 other shopping centers or outlet centers. These properties range in size from approximately 85,000 to 1.0 million square feet of GLA, are considered
non-core to our business model, and in total represent less than 1% of our total operating income before depreciation and amortization.

As
of December 31, 2010, approximately 94.2% of the owned GLA in regional malls and Premium Outlets and the retail space of the other properties was leased, approximately 93.7%
of the owned GLA for The Mills and 90.4% of owned GLA for the Mills Regional Malls was leased, and approximately 91.6% of owned GLA in the community/lifestyle centers was leased.

We
hold a 100% interest in 218 of our properties, effectively control 19 properties in which we have a joint venture interest, and hold the remaining 101 properties through
unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 329 properties. Substantially all of our joint venture properties are subject to
rights of first refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in our joint
ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) 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 and Premium Outlets, The Mills, the Mills Regional Malls and community/lifestyle centers located in the
United States, including Puerto Rico, as of December 31, 2010.

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsRegional Malls1.

Anderson Mall

SC

Anderson

Fee


100.0%

Built 1972


83.0%


672,013

Belk, JCPenney, Sears, Dillard's, Books-A-Million2.

Apple Blossom Mall

VA

Winchester

Fee


49.1%
(4)
Acquired 1999


89.8%


439,922

Belk, JCPenney, Sears, Eastwynn Theatres3.

Arsenal Mall

MA

Watertown (Boston)

Fee


100.0%

Acquired 1999


95.4%


440,124

Marshalls, Filene's Basement4.

Atrium Mall

MA

Chestnut Hill (Boston)

Fee


49.1%
(4)
Acquired 1999


95.0%


205,369

Borders Books & Music (16)5.

Auburn Mall

MA

Auburn

Fee


49.1%
(4)
Acquired 1999


99.4%


588,270

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

Aventura Mall(1)

FL

Miami Beach (Miami)

Fee


33.3%
(4)
Built 1983


96.0%


2,099,260

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

Avenues, The

FL

Jacksonville

Fee


25.0%
(4)(2)
Built 1990


94.0%


1,116,923

Belk, Dillard's, JCPenney, Sears, Forever 218.

Bangor Mall

ME

Bangor

Fee


67.4%
(15)
Acquired 2003


91.6%


652,740

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

Barton Creek Square

TX

Austin

Fee


100.0%

Built 1981


98.0%


1,429,650

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

Battlefield Mall

MO

Springfield

Fee and Ground Lease (2056)


100.0%

Built 1970


95.1%


1,199,901

Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears, MC Sports11.

Bay Park Square

WI

Green Bay

Fee


100.0%

Built 1980


93.0%


710,952

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

Bowie Town Center

MD

Bowie (Washington, D.C.)

Fee


100.0%

Built 2001


97.9%


684,341

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

Boynton Beach Mall

FL

Boynton Beach (Miami)

Fee


100.0%

Built 1985


84.7%


1,101,829

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

Brea Mall

CA

Brea (Los Angeles)

Fee


100.0%

Acquired 1998


96.8%


1,320,204

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

Broadway Square

TX

Tyler

Fee


100.0%

Acquired 1994


98.5%


627,793

Dillard's, JCPenney, Sears16.

Brunswick Square

NJ

East Brunswick (New York)

Fee


100.0%

Built 1973


95.8%


765,293

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

Burlington Mall

MA

Burlington (Boston)

Ground Lease (2048)


100.0%

Acquired 1998


96.6%


1,317,061

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

Cape Cod Mall

MA

Hyannis

Ground Leases (2029-2073)(7)


49.1%
(4)
Acquired 1999


94.5%


721,618

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

Castleton Square

IN

Indianapolis

Fee


100.0%

Built 1972


94.3%


1,381,848

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

Century III Mall

PA

West Mifflin (Pittsburgh)

Fee


100.0%

Built 1979


76.1%


1,193,247
(17)
Macy's, JCPenney, Sears, Dick's Sporting Goods, Macy's Jr., (8)21.

Charlottesville Fashion Square

VA

Charlottesville

Ground Lease (2076)


100.0%

Acquired 1997


94.3%


576,874

Belk, JCPenney, Sears22.

Chautauqua Mall

NY

Lakewood

Fee


100.0%

Built 1971


82.3%


423,337

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

Chesapeake Square

VA

Chesapeake (Virginia Beach)

Fee and Ground Lease (2062)


75.0%
(12)
Built 1989


86.5%


717,282

Macy's, JCPenney, Sears, Target, Burlington Coat Factory, Cinemark, (11)24.

Cielo Vista Mall

TX

El Paso

Fee and Ground Lease (2022)(7)


100.0%

Built 1974


98.0%


1,243,176

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

Circle Centre

IN

Indianapolis

Property Lease (2097)


14.7%
(4)(2)
Built 1995


96.7%


739,273
(17)
Nordstrom, Carson Pirie Scott, United Artists Theatre26.

Coconut Point

FL

Estero

Fee


50.0%
(4)
Built 2006


96.2%


1,199,867

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

Coddingtown Mall

CA

Santa Rosa

Fee


50.0%
(4)
Acquired 2005


86.2%


841,718

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

College Mall

IN

Bloomington

Fee and Ground Lease (2048)(7)


100.0%

Built 1965


86.2%


636,096

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


13

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants29.

Columbia Center

WA

Kennewick

Fee


100.0%

Acquired 1987


92.6%


768,431

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

Copley Place

MA

Boston

Fee


98.1%

Acquired 2002


95.6%


1,241,929
(17)
Neiman Marcus, Barneys New York31.

Coral Square

FL

Coral Springs (Miami)

Fee


97.2%

Built 1984


95.9%


941,339

Macy's Mens, Children & Home, Macy's Women, JCPenney, Sears, Kohls (6)32.

Cordova Mall

FL

Pensacola

Fee


100.0%

Acquired 1998


98.3%


857,058

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

Cottonwood Mall

NM

Albuquerque

Fee


100.0%

Built 1996


96.5%


1,040,981

Macy's, Dillard's, JCPenney, Sears, Regal Cinemas, (11)34.

Crystal Mall

CT

Waterford

Fee


74.6%
(4)
Acquired 1998


89.2%


783,352

Macy's, JC Penney, Sears, Bed Bath & Beyond, Christmas Tree Shops35.

Crystal River Mall

FL

Crystal River

Fee


100.0%

Built 1990


77.2%


420,109

JCPenney, Sears, Belk, Kmart, Regal Cinema36.

Dadeland Mall

FL

Miami

Fee


50.0%
(4)
Acquired 1997


100.0%


1,487,989

Saks Fifth Avenue, Nordstrom, Macy's, Macy's Children & Home, JCPenney37.

DeSoto Square

FL

Bradenton

Fee


100.0%

Built 1973


78.2%


678,219

Macy's, JCPenney, Sears, (8)38.

Domain, The

TX

Austin

Fee


100.0%

Built 2006


92.8%


1,178,182
(17)
Neiman Marcus, Macy's, Borders Books & Music, Dick's Sporting Goods, IPIC Gold Class Cinemas, Dillard's39.

Eastland Mall

IN

Evansville

Fee


50.0%
(4)
Acquired 1998


95.6%


865,310

Macy's, JCPenney, Dillard's40.

Edison Mall

FL

Fort Myers

Fee


100.0%

Acquired 1997


96.8%


1,051,308

Dillard's, Macy's Mens, Children & Home, Macy's Women, JCPenney, Sears41.

Emerald Square

MA

North Attleboro (Providence]RI)

Fee


49.1%
(4)
Acquired 1999


89.9%


1,022,647

Macy's, Macy's Mens & Home Store, JCPenney, Sears42.

Empire Mall(1)

SD

Sioux Falls

Fee and Ground Lease (2033)(7)


50.0%
(4)
Acquired 1998


94.5%


1,071,357

Macy's, Younkers, JCPenney, Sears, Gordmans, Hy-Vee43.

Fashion Centre at Pentagon City, The

VA

Arlington (Washington, DC)

Fee


42.5%
(4)
Built 1989


99.3%


990,331
(17)
Nordstrom, Macy's44.

Fashion Mall at Keystone, The

IN

Indianapolis

Ground Lease (2067)


100.0%

Acquired 1997


92.8%


681,580

Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema45.

Fashion Valley

CA

San Diego

Fee


50.0%
(4)
Acquired 2001


99.0%


1,726,083

Forever 21 (6), Neiman-Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres46.

Firewheel Town Center

TX

Garland (Dallas)

Fee


100.0%

Built 2005


81.0%


1,004,346
(17)
Dillard's, Macy's, Barnes & Noble, DSW, Cost Plus World Market, AMC Theatres, Dick's Sporting Goods, Ethan Allen, (8)47.

Florida Mall, The

FL

Orlando

Fee


50.0%
(4)
Built 1986


96.4%


1,776,679

Saks Fifth Avenue, Nordstrom, Macy's, Dillard's, JCPenney, Sears, H&M, Forever 2148.

Forest Mall

WI

Fond Du Lac

Fee


100.0%

Built 1973


92.7%


500,174

JCPenney, Kohl's, Younkers, Sears, Cinema I & II49.

Forum Shops at Caesars, The

NV

Las Vegas

Ground Lease (2050)


100.0%

Built 1992


98.5%


649,54650.

Galleria, The

TX

Houston

Fee


50.4%
(4)
Acquired 2002


94.0%


2,220,961

Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's (2 locations), Borders Books & Music, Galleria Tennis/Athletic Club51.

Granite Run Mall

PA

Media (Philadelphia)

Fee


50.0%
(4)
Acquired 1998


83.4%


1,032,545

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

Great Lakes Mall

OH

Mentor (Cleveland)

Fee


100.0%

Built 1961


87.2%


1,237,297

Dillard's Men's, Dillard's Women's, Macy's, JCPenney, Sears, AMC Theatres, Barnes & Noble53.

Greendale Mall

MA

Worcester (Boston)

Fee and Ground Lease (2019)(7)


49.1%
(4)
Acquired 1999


92.4%


429,827
(17)
T.J. Maxx 'N More, Best Buy, DSW, Big Lots54.

Greenwood Park Mall

IN

Greenwood (Indianapolis)

Fee


100.0%

Acquired 1979


97.8%


1,280,035

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

Gulf View Square

FL

Port Richey (Tampa)

Fee


100.0%

Built 1980


82.4%


753,514

Macy's, Dillard's, JCPenney, Sears, Best Buy, TJ Maxx56.

Gwinnett Place

GA

Duluth (Atlanta)

Fee


75.0%

Acquired 1998


81.4%


1,279,491
(17)
Belk, JCPenney, Macy's, Sears, Mega Mart


14

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants57.

Haywood Mall

SC

Greenville

Fee and Ground Lease (2017)(7)


100.0%

Acquired 1998


97.9%


1,230,853

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

Independence Center

MO

Independence (Kansas City)

Fee


100.0%

Acquired 1994


97.2%


867,169

Dillard's, Macy's, Sears59.

Indian River Mall

FL

Vero Beach

Fee


50.0%
(4)
Built 1996


82.1%


736,658

Dillard's, Macy's, JCPenney, Sears, AMC Theatres60.

Ingram Park Mall

TX

San Antonio

Fee


100.0%

Built 1979


93.4%


1,125,713

Dillard's, Dillard's Home Store, Macy's, JCPenney, Sears, Bealls61.

Irving Mall

TX

Irving (Dallas)

Fee


100.0%

Built 1971


84.1%


1,053,116

Macy's, Dillard's Clearance Center, Sears, Burlington Coat Factory, La Vida Fashion and Home Décor, AMC Theatres, (8)62.

Jefferson Valley Mall

NY

Yorktown Heights (New York)

Fee


100.0%

Built 1983


93.9%


579,766

Macy's, Sears, H&M, Movies at Jefferson Valley63.

King of Prussia Mall

PA

King of Prussia (Philadelphia)

Fee


12.4%
(4)(15)
Acquired 2003


93.0%


2,401,523
(17)
Neiman Marcus, Bloomingdale's (Court), Nordstrom, Lord & Taylor, Macy's (Court), JCPenney, Sears, Crate & Barrel64.

Knoxville Center

TN

Knoxville

Fee


100.0%

Built 1984


79.6%


977,956
(17)
JCPenney, Belk, Sears, The Rush Fitness Center, Regal Cinema, (11)65.

La Plaza Mall

TX

McAllen

Fee and Ground Lease (2040)(7)


100.0%

Built 1976


98.6%


1,200,684

Macy's, Macy's Home Store, Dillard's, JCPenney, Sears, Joe Brand66.

Laguna Hills Mall

CA

Laguna Hills (Los Angeles)

Fee


100.0%

Acquired 1997


92.4%


866,382

Macy's, JCPenney, Sears, Laguna Hills Cinema, Nordstrom Rack, Total Woman Gym & Spa67.

Lake Square Mall

FL

Leesburg (Orlando)

Fee


50.0%
(4)
Acquired 1998


73.4%


559,224

JCPenney, Sears, Belk, Target, AMC Theatres, Books-A-Million, PetSmart (6)68.

Lakeline Mall

TX

Cedar Park (Austin)

Fee


100.0%

Built 1995


97.3%


1,097,693

Dillard's, Macy's, JCPenney, Sears, Regal Cinema69.

Lehigh Valley Mall

PA

Whitehall

Fee


37.6%
(4)(15)
Acquired 2003


96.8%


1,169,508
(17)
Macy's, JCPenney, Boscov's, Barnes & Noble, HH Gregg, Babies R Us70.

Lenox Square

GA

Atlanta

Fee


100.0%

Acquired 1998


96.5%


1,546,289

Neiman Marcus, Bloomingdale's, Macy's71.

Liberty Tree Mall

MA

Danvers (Boston)

Fee


49.1%
(4)
Acquired 1999


91.2%


858,625

Marshalls, The Sports Authority, Target, Bed, Bath & Beyond, Kohl's, Best Buy, Staples, AC Moore, K&G Fashion Superstore (16), AMC Theatres, Nordstrom Rack, Off Broadway Shoes72.

Lima Mall

OH

Lima

Fee


100.0%

Built 1965


90.7%


740,537

Macy's, JCPenney, Elder-Beerman, Sears, MC Sporting Goods73.

Lincolnwood Town Center

IL

Lincolnwood (Chicago)

Fee


100.0%

Built 1990


95.0%


421,366

Kohl's, Carson Pirie Scott74.

Lindale Mall(1)

IA

Cedar Rapids

Fee


50.0%
(4)
Acquired 1998


86.5%


691,242

Von Maur, Sears, Younkers75.

Livingston Mall

NJ

Livingston (New York)

Fee


100.0%

Acquired 1998


94.5%


984,695

Macy's, Lord & Taylor, Sears, Barnes & Noble76.

Longview Mall

TX

Longview

Fee


100.0%

Built 1978


90.3%


638,438

Dillard's, JCPenney, Sears, Bealls, (11)77.

Mall at Chestnut Hill, The

MA

Chestnut Hill (Boston)

Lease (2038)(9)


94.4%

Acquired 2002


89.9%


474,909

Bloomingdale's, Bloomingdale's Home Furnishing and Men's Store78.

Mall at Rockingham Park, The

NH

Salem (Boston)

Fee


24.6%
(4)
Acquired 1999


98.7%


1,019,923

JCPenney, Sears, Macy's, (11)79.

Mall of Georgia

GA

Buford (Atlanta)

Fee


100.0%

Built 1999


95.8%


1,833,763

Nordstrom, Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Haverty's Furniture, Regal Cinema, (8)80.

Mall of New Hampshire, The

NH

Manchester

Fee


49.1%
(4)
Acquired 1999


97.8%


811,586

Macy's, JCPenney, Sears, Best Buy, A.C. Moore, Ulta (6)81.

Maplewood Mall

MN

St. Paul (Minneapolis)

Fee


100.0%

Acquired 2002


91.0%


927,039

Macy's, JCPenney, Sears, Kohl's, Barnes & Noble82.

Markland Mall

IN

Kokomo

Ground Lease (2041)


100.0%

Built 1968


96.4%


415,892

Sears, Target, MC Sporting Goods, (8)


15

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants83.

McCain Mall

AR

N. Little Rock

Fee


100.0%

Built 1973


92.5%


770,584

Dillard's, JCPenney, Sears, (11)84.

Melbourne Square

FL

Melbourne

Fee


100.0%

Built 1982


81.5%


665,627

Macy's, Dillard's Men's, Children's & Home, Dillard's Women's, JCPenney, Dick's Sporting Goods, (8)85.

Menlo Park Mall

NJ

Edison (New York)

Fee


100.0%

Acquired 1997


96.9%


1,323,156
(17)
Nordstrom, Macy's, Barnes & Noble, AMC Dine-In Theater, WOW! Work Out World, Fortunoff Backyard Store86.

Mesa Mall(1)

CO

Grand Junction

Fee


50.0%
(4)
Acquired 1998


87.9%


880,756

Sears, Herberger's, JCPenney, Target, Cabela's (6)87.

Miami International Mall

FL

Miami

Fee


47.8%
(4)
Built 1982


92.1%


1,071,484

Macy's Mens & Home, Macy's Women & Children, JCPenney, Sears, Kohls (6)88.

Midland Park Mall

TX

Midland

Fee


100.0%

Built 1980


92.9%


617,068

Dillard's, Dillard's Mens & Juniors, JCPenney, Sears, Bealls, Ross Dress for Less89.

Miller Hill Mall

MN

Duluth

Ground Lease (2013)


100.0%

Built 1973


96.6%


805,321

JCPenney, Sears, Younkers, Barnes & Noble, DSW90.

Montgomery Mall

PA

North Wales (Philadelphia)

Fee


60.0%
(15)
Acquired 2003


85.8%


1,154,062

Macy's, JCPenney, Sears, Dick's Sporting Goods, (11)91.

Muncie Mall

IN

Muncie

Fee


100.0%

Built 1970


92.9%


635,645

Macy's, JCPenney, Sears, Elder Beerman92.

North East Mall

TX

Hurst (Dallas)

Fee


100.0%

Built 1971


96.7%


1,670,694

Nordstrom, Dillard's, Macy's, JCPenney, Sears, Dick's Sporting Goods, Rave Theatre93.

Northfield Square Mall

IL

Bourbonnais

Fee


31.6%
(12)
Built 1990


90.4%


530,011

Carson Pirie Scott Women's, Carson Pirie Scott Men's, Children's & Home, JCPenney, Sears, Cinemark Movies 1094.

Northgate Mall

WA

Seattle

Fee


100.0%

Acquired 1987


94.1%


1,058,744

Nordstrom, Macy's, JCPenney, Toys 'R Us, Barnes & Noble, Bed Bath & Beyond, DSW95.

Northlake Mall

GA

Atlanta

Fee


100.0%

Acquired 1998


86.8%


961,998

Macy's, JCPenney, Sears, Kohl's96.

NorthPark Mall

IA

Davenport

Fee


50.0%
(4)
Acquired 1998


90.6%


1,073,101

Dillard's, Von Maur, Younkers, JCPenney, Sears, Barnes & Noble97.

Northshore Mall

MA

Peabody (Boston)

Fee


49.1%
(4)
Acquired 1999


93.6%


1,579,820
(17)
JCPenney, Sears, Filene's Basement, Nordstrom, Macy's Mens/Furniture, Macys, H&M, Barnes & Noble, Toys 'R Us, Shaw's Grocery98.

Northwoods Mall

IL

Peoria

Fee


100.0%

Acquired 1983


95.0%


694,230

Macy's, JCPenney, Sears99.

Oak Court Mall

TN

Memphis

Fee


100.0%

Acquired 1997


94.5%


849,298
(17)
Dillard's, Dillard's Mens, Macy's100.

Ocean County Mall

NJ

Toms River (New York)

Fee


100.0%

Acquired 1998


98.8%


890,283

Macy's, Boscov's, JCPenney, Sears101.

Orange Park Mall

FL

Orange Park (Jacksonville)

Fee


100.0%

Acquired 1994


98.6%


957,994

Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods, AMC Theatres102.

Orland Square

IL

Orland Park (Chicago)

Fee


100.0%

Acquired 1997


98.5%


1,210,321

Macy's, Carson Pirie Scott, JCPenney, Sears103.

Oxford Valley Mall

PA

Langhorne (Philadelphia)

Fee


65.0%
(15)
Acquired 2003


91.9%


1,333,986
(17)
Macy's, JCPenney, Sears, United Artists Theatre, (11)104.

Paddock Mall

FL

Ocala

Fee


100.0%

Built 1980


95.4%


553,811

Macy's, JCPenney, Sears, Belk105.

Penn Square Mall

OK

Oklahoma City

Ground Lease (2060)


94.5%

Acquired 2002


98.6%


1,050,751

Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Dickinson Theatre106.

Pheasant Lane Mall

NH

Nashua





(14)
Acquired 2002


94.7%


870,048

JCPenney, Sears, Target, Macy's, Dick's (6)107.

Phipps Plaza

GA

Atlanta

Fee


100.0%

Acquired 1998


93.7%


813,238

Saks Fifth Avenue, Nordstrom, Belk, AMC Theatres, Arhaus Furniture (6)108.

Plaza Carolina

PR

Carolina (San Juan)

Fee


100.0%

Acquired 2004


92.5%


1,077,680
(17)
JCPenney, Sears, Tiendas Capri, Pueblo Xtra, Best Buy109.

Port Charlotte Town Center

FL

Port Charlotte

Fee


80.0%
(12)
Built 1989


90.3%


766,050

Dillard's, Macy's, JCPenney, Bealls, Sears, DSW, Regal Cinema110.

Prien Lake Mall

LA

Lake Charles

Fee and Ground Lease (2025)(7)


100.0%

Built 1972


95.3%


791,043

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


16

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants111.

Quaker Bridge Mall

NJ

Lawrenceville

Fee


38.0%
(4)(15)
Acquired 2003


93.0%


1,098,829

Macy's, Lord & Taylor, JCPenney, Sears112.

Richmond Town Square

OH

Richmond Heights (Cleveland)

Fee


100.0%

Built 1966


93.7%


1,015,451

Macy's, JCPenney, Sears, Regal Cinemas113.

River Oaks Center

IL

Calumet City (Chicago)

Fee


100.0%

Acquired 1997


90.2%


1,353,042
(17)
Macy's, Carson Pirie Scott, JCPenney, Sears114.

Rockaway Townsquare

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


96.3%


1,247,790

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

Rolling Oaks Mall

TX

San Antonio

Fee


100.0%

Built 1988


86.7%


883,521
(17)
Dillard's, Macy's, JCPenney, Sears116.

Roosevelt Field

NY

Garden City (New York)

Fee and Ground Lease (2090)(7)


100.0%

Acquired 1998


96.1%


2,227,065
(17)
Bloomingdale's, Bloomingdale's Furniture Gallery, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, Loews Theatre, Xsport Fitness117.

Ross Park Mall

PA

Pittsburgh

Fee


100.0%

Built 1986


94.8%


1,237,363

JCPenney, Sears, Nordstrom, L.L. Bean, Macy's, Crate & Barrel118.

Rushmore Mall(1)

SD

Rapid City

Fee


50.0%
(4)
Acquired 1998


76.2%


833,459

JCPenney, Herberger's, Sears, Carmike Cinemas, Hobby Lobby, Toys R Us, (11)119.

Santa Rosa Plaza

CA

Santa Rosa

Fee


100.0%

Acquired 1998


97.4%


692,577

Macy's, Sears, Forever 21, (11)120.

Seminole Towne Center

FL

Sanford (Orlando)

Fee


45.0%
(4)(2)
Built 1995


89.2%


1,125,909

Macy's, Dillard's, JCPenney, Sears, United Artists Theatre, H&M, (8)121.

Shops at Mission Viejo, The

CA

Mission Viejo (Los Angeles)

Fee


100.0%

Built 1979


97.7%


1,149,135

Nordstrom, Macy's (2 locations), Forever 21 (6)122.

Shops at Sunset Place, The

FL

S. Miami

Fee


37.5%
(4)(2)
Built 1999


90.8%


514,624

NikeTown, Barnes & Noble, GameWorks, Z Gallerie, LA Fitness, AMC Theatres, Splitsville, Casa N Ideas123.

Smith Haven Mall

NY

Lake Grove (New York)

Fee


25.0%
(4)
Acquired 1995


95.3%


1,287,343

Macy's, Macy's Furniture Gallery, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble124.

Solomon Pond Mall

MA

Marlborough (Boston)

Fee


49.1%
(4)
Acquired 1999


99.2%


885,048

Macy's, JCPenney, Sears, Regal Cinema125.

South Hills Village

PA

Pittsburgh

Fee


100.0%

Acquired 1997


94.2%


1,142,336
(17)
Macy's, Sears, Barnes & Noble, Carmike Cinemas, (8)126.

South Shore Plaza

MA

Braintree (Boston)

Fee


100.0%

Acquired 1998


97.4%


1,553,605

Macy's, Lord & Taylor, Sears, Filene's Basement, Nordstrom, Target127.

Southern Hills Mall(1)

IA

Sioux City

Fee


50.0%
(4)
Acquired 1998


81.9%


790,384

Younkers, JCPenney, Sears, Scheel's Sporting Goods, Barnes & Noble, Carmike Cinemas, Hy-Vee, Toys R Us, Petco128.

Southern Park Mall

OH

Youngstown

Fee


100.0%

Built 1970


94.0%


1,189,875

Macy's, Dillard's, JCPenney, Sears, Cinemark Theatres129.

SouthPark

NC

Charlotte

Fee & Ground Lease (2040)(10)


100.0%

Acquired 2002


94.0%


1,620,553

Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel, The Container Store (6)130.

SouthPark Mall

IL

Moline

Fee


50.0%
(4)
Acquired 1998


76.1%


1,017,107

Dillard's, Von Maur, Younkers, JCPenney, Sears131.

SouthRidge Mall(1)

IA

Des Moines

Fee


50.0%
(4)
Acquired 1998


53.4%


883,312

JCPenney, Younkers, Sears, Target132.

Springfield Mall(1)

PA

Springfield (Philadelphia)

Fee


38.0%
(4)(15)
Acquired 2005


84.6%


589,257

Macy's, Target133.

Square One Mall

MA

Saugus (Boston)

Fee


49.1%
(4)
Acquired 1999


97.2%


928,569

Macy's, Sears, Best Buy, T.J. Maxx N More, Best Buy, Dick's Sporting Goods, Filene's Basement, World Gym134.

St. Charles Towne Center

MD

Waldorf (Washington, D.C.)

Fee


100.0%

Built 1990


96.4%


980,643

Macy's, Macy's Home Store, JCPenney, Sears, Kohl's, Dick Sporting Goods, AMC Theatres135.

St. Johns Town Center

FL

Jacksonville

Fee


50.0%
(4)
Built 2005


99.1%


1,235,705

Dillard's, Target, Ashley Furniture Home Store, Barnes & Noble, Dick's Clothing & Sporting Goods, Ross Dress for Less, Staples, DSW, JoAnn Fabrics, PetsMart136.

Stanford Shopping Center

CA

Palo Alto (San Francisco)

Ground Lease (2054)


100.0%

Acquired 2003


98.0%


1,361,234
(17)
Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Macy's Mens Store137.

Summit Mall

OH

Akron

Fee


100.0%

Built 1965


94.7%


768,064

Dillard's Women's & Children's, Dillard's Men's & Home, Macy's138.

Sunland Park Mall

TX

El Paso

Fee


100.0%

Built 1988


94.1%


917,533

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


17

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants139.

Tacoma Mall

WA

Tacoma (Seattle)

Fee


100.0%

Acquired 1987


87.5%


1,372,139

Nordstrom, Macy's, JCPenney, Sears, David's Bridal, Forever 21, H&M140.

Tippecanoe Mall

IN

Lafayette

Fee


100.0%

Built 1973


90.2%


862,773

Macy's, JCPenney, Sears, Kohl's, Dick's Sporting Goods, H.H. Gregg141.

Town Center at Aurora

CO

Aurora (Denver)

Fee


100.0%

Acquired 1998


83.2%


1,081,383

Macy's, Dillard's, JCPenney, Sears, Century Theatres142.

Town Center at Boca Raton

FL

Boca Raton (Miami)

Fee


100.0%

Acquired 1998


98.7%


1,753,721

Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Sears, Crate & Barrel143.

Town Center at Cobb

GA

Kennesaw (Atlanta)

Fee


75.0%

Acquired 1998


95.5%


1,275,747

Belk, Macy's, JCPenney, Sears, Macy's Men's & Furniture144.

Towne East Square

KS

Wichita

Fee


100.0%

Built 1975


93.8%


1,125,397

Dillard's, Von Maur, JCPenney, Sears145.

Towne West Square

KS

Wichita

Fee


100.0%

Built 1980


85.4%


941,626

Dillard's Women's & Home, Dillard's Men's & Children, JCPenney, Sears, Dick's Sporting Goods, The Movie Machine146.

Treasure Coast Square

FL

Jensen Beach

Fee


100.0%

Built 1987


89.7%


878,213

Macy's, Dillard's, JCPenney, Sears, Borders Books & Music, Regal Cinema147.

Tyrone Square

FL

St. Petersburg (Tampa)

Fee


100.0%

Built 1972


93.1%


1,095,781

Macy's, Dillard's, JCPenney, Sears, Borders Books & Music148.

University Park Mall

IN

Mishawaka

Fee


100.0%

Built 1979


91.3%


922,681

Macy's, JCPenney, Sears, Barnes & Noble149.

Upper Valley Mall

OH

Springfield

Fee


100.0%

Built 1971


80.4%


739,569

Macy's, JCPenney, Sears, Elder-Beerman, MC Sporting Goods, Chakeres Theatres150.

Valle Vista Mall

TX

Harlingen

Fee


100.0%

Built 1983


50.7%


651,034

Dillard's, JCPenney, Sears, Big Lots, Forever 21151.

Valley Mall

VA

Harrisonburg

Fee


50.0%
(4)
Acquired 1998


82.8%


506,269

JCPenney, Belk, Target, Books-A-Million, (8)152.

Virginia Center Commons

VA

Glen Allen

Fee


100.0%

Built 1991


89.3%


785,193

Macy's, Dillard's, JCPenney, Sears, Burlington Coat Factory (6)153.

Walt Whitman Mall

NY

Huntington Station (New York)

Ground Lease (2022)


100.0%

Acquired 1998


95.5%


1,027,680

Saks Fifth Avenue, Bloomingdale's, Lord & Taylor, Macy's154.

Washington Square

IN

Indianapolis

Fee


100.0%

Built 1974


74.2%


971,921
(17)
Sears, Target, Dick's Sporting Goods, Burlington Coat Factory, Kerasotes Theatres, (11)155.

West Ridge Mall

KS

Topeka

Fee


100.0%

Built 1988


92.3%


992,313

Macy's, Dillard's, JCPenney, Sears, Burlington Coat Factory156.

West Town Mall

TN

Knoxville

Ground Lease (2042)


50.0%
(4)
Acquired 1991


98.0%


1,335,972

Belk Women, Dillard's, JCPenney, Belk Men, Home and Kids, Sears, Regal Cinema157.

Westchester, The

NY

White Plains (New York)

Fee


40.0%
(4)
Acquired 1997


94.0%


827,389
(17)
Neiman Marcus, Nordstrom158.

Westminster Mall

CA

Westminster (Los Angeles)

Fee


100.0%

Acquired 1998


86.5%


1,191,122

Macy's, JCPenney, Sears, Target159.

White Oaks Mall

IL

Springfield

Fee


80.7%

Built 1977


81.2%


928,049
(17)
Macy's, Bergner's, Sears, Dick's Sporting Goods, (8)160.

Wolfchase Galleria

TN

Memphis

Fee


94.5%

Acquired 2002


94.4%


1,152,695

Macy's, Dillard's, JCPenney, Sears, Malco Theatres161.

Woodland Hills Mall

OK

Tulsa

Fee


94.5%

Acquired 2002


98.7%


1,092,078

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







159,944,032


18

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsPremium Outlets1.

Albertville Premium Outlets

MN

Albertville (Minneapolis)

Fee


100.0%

Acquired 2004


92.8%


429,430

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

Allen Premium Outlets

TX

Allen (Dallas)

Fee


100.0%

Acquired 2004


99.8%


441,582

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

Aurora Farms Premium Outlets

OH

Aurora (Cleveland)

Fee


100.0%

Acquired 2004


93.7%


300,446

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

Birch Run Premium Outlets

MI

Birch Run

Fee


100.0%

Acquired 2010


91.7%


677,852

Ann Taylor, Banana Republic, BCBG Max Azria, Brooks Brothers, Calvin Klein, Coach, Guess, J. Crew, Nike, The North Face, Polo Ralph Lauren, Tommy Hilfiger5.

Calhoun Premium Outlets

GA

Calhoun

Fee


100.0%

Acquired 2010


94.3%


253,674

Ann Taylor, Carter's, Coach, Gap Outlet, Gymboree, Jones New York, Nike, Polo Ralph Lauren, Tommy Hilfiger6.

Camarillo Premium Outlets

CA

Camarillo (Los Angeles)

Fee


100.0%

Acquired 2004


98.0%


673,976

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Diesel, Giorgio Armani, Hugo Boss, Last Call by Neiman Marcus, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony, Tommy Hilfiger7.

Carlsbad Premium Outlets

CA

Carlsbad (San Diego)

Fee


100.0%

Acquired 2004


99.7%


288,245

Adidas, Banana Republic, BCBG Max Azria, Calvin Klein, Coach, Crate & Barrel, Gap Outlet, Guess, Lacoste, Michael Kors, Polo Ralph Lauren, Salvatore Ferragamo, Theory, Tommy Hilfiger8.

Carolina Premium Outlets

NC

Smithfield

Ground Lease (2029)


100.0%

Acquired 2004


99.1%


438,953

Adidas, Banana Republic, Brooks Brothers, Coach, Gap Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour9.

Chicago Premium Outlets

IL

Aurora (Chicago)

Fee


100.0%

Built 2004


100.0%


437,359

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Diesel, Elie Tahari, Gap Outlet, Giorgio Armani, J.Crew, Kate Spade, Lacoste, Michael Kors, Polo Ralph Lauren, Salvatore Ferragamo, Sony,
Theory10.

Cincinnati Premium Outlets

OH

Monroe (Cincinnati)

Fee


100.0%

Built 2009


98.7%


398,807

Adidas, Banana Republic, Brooks Brothers, Coach, Cole Haan, Columbia Sportswear Company, Gap Outlet, Hanes Brands, J.Crew, Nike, Polo Ralph Lauren, Saks 5th Avenue Off 5th, Tommy Hilfiger, The North Face11.

Clinton Crossing Premium Outlets

CT

Clinton

Fee


100.0%

Acquired 2004


98.4%


276,175

Banana Republic, Brooks Brothers, Calvin Klein, Coach, Cole Haan, Gap Outlet, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Talbots, Tommy Hilfiger12.

Columbia Gorge Premium Outlets

OR

Troutdale (Portland)

Fee


100.0%

Acquired 2004


95.8%


163,679

Adidas, Calvin Klein, Carter's, Eddie Bauer, Gap Outlet, Guess, Levi's, Tommy Hilfiger13.

Desert Hills Premium Outlets

CA

Cabazon (Palm Springs)

Fee


100.0%

Acquired 2004


99.9%


501,722

Burberry, Coach, Dior, Elie Tahari, Giorgio Armani, Gucci, Lacoste, Nike, Polo Ralph Lauren, Prada, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Theory, True Religion, Yves Saint Laurent, Zegna14.

Edinburgh Premium Outlets

IN

Edinburgh (Indianapolis)

Fee


100.0%

Acquired 2004


98.0%


377,703

Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Coldwater Creek, Columbia Sportswear, Gap Outlet, J.Crew, Levi's, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger15.

Ellenton Premium Outlets

FL

Ellenton

Fee


100.0%

Acquired 2010


98.8%


476,538

Banana Republic, Calvin Klein, Coach, J.Crew, Kate Spade, Kenneth Cole, Lacoste, Lucky Brand, Michael Kors, Movado, Nike, Saks Fifth Avenue Off 5th16.

Folsom Premium Outlets

CA

Folsom (Sacramento)

Fee


100.0%

Acquired 2004


98.8%


295,994

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


19

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants17.

Gaffney Premium Outlets

SC

Gaffney

Fee


100.0%

Acquired 2010


96.1%


359,437

Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Brooks Brothers, Coach, Gap Outlet, J.Crew, Juicy Couture, Nautica, Nike, Polo Ralph Lauren18.

Gilroy Premium Outlets

CA

Gilroy (San Jose)

Fee


100.0%

Acquired 2004


96.1%


577,856

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Hugo Boss, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony, Tommy Hilfiger, True Religion19.

Grove City Premium Outlets

PA

Grove City

Fee


100.0%

Acquired 2010


97.9%


531,720

American Eagle, Ann Taylor, Banana Republic, BCBG Max Azria, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, J. Crew, Nike, Polo Ralph Lauren20.

Gulfport Premium Outlets

MS

Gulfport

Ground Lease (2034)


100.0%

Acquired 2010


93.0%


302,899

Ann Taylor, Banana Republic, BCBG Max Azria, Coach, Gap Outlet, J. Crew, Jones New York, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour21.

Hagerstown Premium Outlets

MD

Hagerstown

Fee


100.0%

Acquired 2010


96.2%


484,926

Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, J. Crew, Kate Spade, Nike, Tommy Hilfiger, Under Armour22.

Houston Premium Outlets

TX

Cypress (Houston)

Fee


100.0%

Built 2008


99.4%


536,452

Ann Taylor, A/X Armani Exchange, Banana Republic, Burberry, Calvin Klein, Coach, Cole Haan, DKNY, Elie Tahari, Gap Outlet, J. Crew, Juicy Couture, Lucky Brand, Michael Kors, Nike, Saks Fifth Avenue off 5th, Tommy
Hilfiger, Tory Burch23.

Jackson Premium Outlets

NJ

Jackson (New York)

Fee


100.0%

Acquired 2004


98.9%


285,766

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, J.Crew, Nike, Polo Ralph Lauren, Reebok, Tommy Hilfiger, Under Armour24.

Jersey Shore Premium Outlets

NJ

Tinton Falls (New York)

Fee


100.0%

Built 2008


97.0%


434,430

Adidas, Ann Taylor, Banana Republic, Burberry, Brooks Brothers, DKNY, Elie Tahari, Guess, J. Crew, Kate Spade, Michael Kors, Theory, Nike, Tommy Hilfiger, True Religion, Under Armour25.

Johnson Creek Premium Outlets

WI

Johnson Creek

Fee


100.0%

Acquired 2004


89.4%


277,672

Adidas, Ann Taylor, Banana Republic, Calvin Klein, Columbia Sportswear, Eddie Bauer, Gap Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger26.

Kittery Premium Outlets

ME

Kittery

Ground Lease (2014)


100.0%

Acquired 2004


97.4%


264,538

Adidas, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Movado, Nike, Polo Ralph Lauren, Puma, Reebok, Tommy Hilfiger27.

Las Americas Premium Outlets

CA

San Diego

Fee


100.0%

Acquired 2007


98.3%


560,904

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, Hugo Boss, J.Crew, Last Call Neiman Marcus, Nike, Polo Ralph Lauren, Sony, Tommy Bahama, True Religion28.

Las Vegas Outlet Center

NV

Las Vegas

Fee


100.0%

Acquired 2004


100.0%


468,997

Adidas, Aeropostale, Ann Taylor, Bose, Calvin Klein, Coach, DKNY, Gymboree, Levi's, Nautica, Nike, Reebok, Tommy Hilfiger29.

Las Vegas Premium Outlets

NV

Las Vegas

Fee


100.0%

Built 2003


100.0%


538,689

A/X Armani Exchange, Ann Taylor, Banana Republic, Burberry, Coach, David Yurman, Diesel, Dolce & Gabbana, Elie Tahari, Etro, Hugo Boss, Lacoste, Nike, Polo Ralph Lauren, Salvatore Ferragamo, Tag Heuer, Ted Baker,
 True Religion30.

Lebanon Premium Outlets

TN

Lebanon

Fee


100.0%

Acquired 2010


91.8%


227,040

Ann Taylor, Banana Republic, Brooks Brothers, Coach, Eddie Bauer, Gap Outlet, Nike, Polo Ralph Lauren, Samsonite, Tommy Hilfiger, Van Heusen31.

Lee Premium Outlets

MA

Lee

Fee


100.0%

Acquired 2010


100.0%


224,853

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Cole Haan, J. Crew, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour32.

Leesburg Corner Premium Outlets

VA

Leesburg (Washington D.C.)

Fee


100.0%

Acquired 2004


97.1%


517,711

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


20

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants33.

Liberty Village Premium Outlets

NJ

Flemington (New York)

Fee


100.0%

Acquired 2004


94.1%


164,528

Ann Taylor, Brooks Brothers, Calvin Klein, Coach, J.Crew, Michael Kors, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger34.

Lighthouse Place Premium Outlets

IN

Michigan City

Fee


100.0%

Acquired 2004


96.0%


454,365

Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Coldwater Creek, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Movado, Nike, Polo Ralph Lauren, Tommy Hilfiger35.

Napa Premium Outlets

CA

Napa

Fee


100.0%

Acquired 2004


99.6%


179,407

Ann Taylor, Banana Republic, BCBG Max Azria, Brooks Brothers, Calvin Klein, Coach, Cole Haan, Gap Outlet, J.Crew, Lucky Brand, Nautica, Tommy Hilfiger36.

North Bend Premium Outlets

WA

North Bend (Seattle)

Fee


100.0%

Acquired 2004


94.7%


223,411

Adidas, Bass, Carter's, Coach, Eddie Bauer, Gap Outlet, Izod, Nike, Nine West, PacSun, Tommy Hilfiger, Van Heusen, VF Outlet37.

North Georgia Premium Outlets

GA

Dawsonville (Atlanta)

Fee


100.0%

Acquired 2004


98.2%


540,308

Ann Taylor, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Cole Haan, Hugo Boss, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Restoration Hardware, Saks Fifth Avenue Off 5th, Talbots, Tommy Hilfiger,
Williams-Sonoma38.

Orlando Premium OutletsVineland Ave.

FL

Orlando

Fee


100.0%

Acquired 2004


100.0%


549,580

Burberry, Calvin Klein, Coach, Cole Haan, Diesel, Dior, Fendi, Giorgio Armani, Hugo Boss, J. Crew, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Salvatore Ferragamo, Tag Heuer, Theory39.

Orlando Premium OutletsInternational Dr.

FL

Orlando

Fee


100.0%

Acquired 2010


99.0%


773,519

Betsey Johnson, Coach, J. Crew, Kenneth Cole, Lacoste, Michael Kors, Last Call by Neiman Marcus, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Victoria Secret40.

Osage Beach Premium Outlets

MO

Osage Beach

Fee


100.0%

Acquired 2004


91.6%


393,211

Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Coldwater Creek, Eddie Bauer, Gap Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger41.

Petaluma Village Premium Outlets

CA

Petaluma

Fee


100.0%

Acquired 2004


96.6%


195,771

Ann Taylor, Banana Republic, BCBG Max Azria, Brooks Brothers, Coach, Gap Outlet, Nike, Puma, Saks Fifth Avenue Off 5th, Tommy Hilfiger42.

Philadelphia Premium Outlets

PA

Limerick (Philadelphia)

Fee


100.0%

Built 2007


96.9%


549,143

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Cole Haan, DKNY, Elie Tahari, Gap Outlet, Guess, J.Crew, Michael Kors, Last Call by Neiman Marcus, Nike, Polo Ralph Lauren, Restoration Hardware,
Sony43.

Pismo Beach Premium Outlets

CA

Pismo Beach

Fee


100.0%

Acquired 2010


98.0%


147,728

Aeropostale, Calvin Klein, Carter's, Jones New York, Levi's Outlet, Nike, Nine West, Polo Ralph Lauren, Tommy Hilfiger, Van Heusen44.

Pleasant Prairie Premium Outlets

WI

Pleasant Prairie

Fee


100.0%

Acquired 2010


99.9%


402,465

Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Hugo Boss, J. Crew, Juicy Couture, Nike, Polo Ralph Lauren, Sony45.

Puerto Rico Premium Outlets

PR

Barceloneta

Fee


100.0%

Acquired 2010


89.6%


344,587

Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Calvin Klein, Coach, Gap Outlet, Guess, Kenneth Cole, Lacoste, Michael Kors, Nautica, Nike, Nine West, Polo Ralph Lauren, Puma, Tommy Hilfiger46.

Queenstown Premium Outlets

MD

Queenstown

Fee


100.0%

Acquired 2010


93.1%


284,312

Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gucci, J. Crew, Juicy Couture, Kate Spade, Michael Kors, Nike, Polo Ralph Lauren47.

Rio Grande Valley Premium Outlets

TX

Mercedes (McAllen)

Fee


100.0%

Built 2006


96.9%


584,790

Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Cole Haan, DKNY, Gap Outlet, Guess, Hugo Boss, Loft Outlet, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony, Tommy
Hilfiger48.

Round Rock Premium Outlets

TX

Round Rock (Austin)

Fee


100.0%

Built 2006


98.0%


488,561

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, Guess, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Theory, Tommy Hilfiger49.

San Marcos Premium Outlets

TX

San Marcos

Fee


100.0%

Acquired 2010


98.5%


732,162

Betsey Johnson, Cole Haan, Fendi, Giorgio Armani, Gucci, Michael Kors, Last Call by Neiman Marcus, Saks Fifth Avenue Off 5th, Salvatore Ferragamo50.

Seattle Premium Outlets

WA

Tulalip (Seattle)

Ground Lease (2034)


100.0%

Built 2005


99.1%


443,810

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


21

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants51.

St. Augustine Premium Outlets

FL

St. Augustine (Jacksonville)

Fee


100.0%

Acquired 2004


97.0%


328,549

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Movado, Nike, Polo Ralph Lauren, Reebok, Tommy Bahama, Tommy Hilfiger, Under Armour52.

The Crossings Premium Outlets

PA

Tannersville

Fee and Ground Lease (2019)(7)


100.0%

Acquired 2004


99.3%


411,268

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Coldwater Creek, Guess, J.Crew, Nike, Polo Ralph Lauren, Reebok, Tommy Hilfiger, Under Armour53.

Vacaville Premium Outlets

CA

Vacaville

Fee


100.0%

Acquired 2004


98.3%


437,395

Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Cole Haan, Columbia Sportswear, DKNY, Gucci, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Restoration Hardware, Tommy Bahama, Tommy
Hilfiger54.

Waikele Premium Outlets

HI

Waipahu (Honolulu)

Fee


100.0%

Acquired 2004


99.5%


209,802

A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Guess, Michael Kors, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, True Religion55.

Waterloo Premium Outlets

NY

Waterloo

Fee


100.0%

Acquired 2004


96.5%


417,737

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, VF Outlet56.

Williamsburg Premium Outlets

VA

Williamsburg

Fee


100.0%

Acquired 2010


96.8%


521,536

Burberry, Coach, Cole Haan, Dooney & Bourke, Hugo Boss, J. Crew, Juicy Couture, Kenneth Cole, Lacoste, Michael Kors, Nautica, Nike, Polo Ralph Lauren57.

Woodbury Commons Premium Outlets

NY

Central Valley (New York)

Fee


100.0%

Acquired 2004


100.0%


844,808

Banana Republic, Burberry, Chloe, Coach, Dior, Dolce & Gabbana, Fendi, Giorgio Armani, Gucci, Lacoste, Last Call by Neiman Marcus, Nike, Oscar de la Renta, Polo Ralph Lauren, Prada, Saks Fifth Avenue Off 5th,
Salvatore Ferragamo, Theory, Tory Burch, Versace, Yves St. Laurent58.

Wrentham Village Premium Outlets

MA

Wrentham (Boston)

Fee


100.0%

Acquired 2004


99.7%


635,978

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







24,284,756Community/Lifestyle Centers1.

Arboretum at Great Hills

TX

Austin

Fee


100.0%

Acquired 1998


87.4%


206,397

Barnes & Noble, Pottery Barn2.

Bloomingdale Court

IL

Bloomingdale (Chicago)

Fee


100.0%

Built 1987


96.2%


630,359

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

Charles Towne Square

SC

Charleston

Fee


100.0%

Built 1976


100.0%


71,794

Regal Cinema4.

Chesapeake Center

VA

Chesapeake (Virginia Beach)

Fee


100.0%

Built 1989


96.1%


305,935

K-Mart, Movies 10, Petsmart, Michaels, Value City Furniture5.

Clay Terrace

IN

Carmel (Indianapolis)

Fee


50.0%
(4)
Built 2004


94.7%


503,655
(17)
Dick's Sporting Goods, Whole Foods, DSW, (8)6.

Cobblestone Court

NY

Victor

Fee


35.7%
(4)(13)
Built 1993


98.8%


265,477

Dick's Sporting Goods, Kmart, Office Max7.

Countryside Plaza

IL

Countryside (Chicago)

Fee


100.0%

Built 1977


87.7%


403,756

Best Buy, Home Depot, PetsMart, Jo-Ann Fabrics, Office Depot, Value City Furniture8.

Crystal Court

IL

Crystal Lake (Chicago)

Fee


37.9%
(4)(13)
Built 1989


58.8%


278,978

Big Lots9.

Dare Centre

NC

Kill Devil Hills

Ground Lease (2058)


100.0%

Acquired 2004


100.0%


168,707

Belk, Food Lion


22

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants10.

DeKalb Plaza

PA

King of Prussia (Philadelphia)

Fee


50.3%
(15)
Acquired 2003


100.0%


101,742

ACME Grocery, (8)11.

Eastland Convenience Center

IN

Evansville

Ground Lease (2075)


50.0%
(4)
Acquired 1998


96.1%


175,639

Toys 'R Us, Bed Bath & Beyond, Marshalls12.

Empire East(1)

SD

Sioux Falls

Fee


50.0%
(4)
Acquired 1998


98.1%


297,278

Kohl's, Target, Bed Bath & Beyond13.

Fairfax Court

VA

Fairfax (Washington, D.C.)

Fee


41.3%
(4)(13)
Built 1992


85.8%


249,538

Burlington Coat Factory, Offenbacher's, X Sport Fitness14.

Forest Plaza

IL

Rockford

Fee


100.0%

Built 1985


93.2%


427,985

Kohl's, Marshalls, Michaels, Factory Card Outlet, Office Max, Bed Bath & Beyond, Petco, Babies R' Us, Toys R' Us, Big Lots15.

Gaitway Plaza

FL

Ocala

Fee


32.2%
(4)(13)
Built 1989


100.0%


208,755

Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed Bath & Beyond16.

Gateway Shopping Center

TX

Austin

Fee


100.0%

2004


89.2%


512,986

Best Buy, REI., Whole Foods, Crate & Barrel, The Container Store, Regal Cinema, Nordstrom Rack, (8)17.

Great Lakes Plaza

OH

Mentor (Cleveland)

Fee


100.0%

Built 1976


89.6%


164,377

Michael's, Best Buy, HH Gregg18.

Greenwood Plus

IN

Greenwood (Indianapolis)

Fee


100.0%

Built 1979


100.0%


155,319

Best Buy, Kohl's19.

Hamilton Town Center

IN

Noblesville (Indianapolis)

Fee


50.0%
(4)
Built 2008


88.5%


655,490

JCPenney, Borders, Dick's Sporting Goods, Stein Mart, Bed Bath & Beyond, DSW, Hamilton 16 IMAX20.

Henderson Square

PA

King of Prussia (Philadelphia)

Fee


76.0%
(15)
Acquired 2003


96.0%


107,376

Genuardi's Family Market, Avalon Carpet & Tile21.

Highland Lakes Center

FL

Orlando

Fee


100.0%

Built 1991


75.0%


492,328

Marshalls, Bed Bath & Beyond, American Signature Furniture, Ross Dress for Less, Burlington Coat Factory, (8)22.

Indian River Commons

FL

Vero Beach

Fee


50.0%

Built 1997


100.0%


255,942

Lowe's, Best Buy, Ross Dress for Less, Bed Bath & Beyond, Michael's23.

Ingram Plaza

TX

San Antonio

Fee


100.0%

Built 1980


100.0%


111,518

Sheplers24.

Keystone Shoppes

IN

Indianapolis

Ground Lease (2067)


100.0%

Acquired 1997


93.9%


29,14025.

Lake Plaza

IL

Waukegan (Chicago)

Fee


100.0%

Built 1986


93.6%


215,568

Home Owners Bargain Outlet26.

Lake View Plaza

IL

Orland Park (Chicago)

Fee


100.0%

Built 1986


83.8%


367,686

Factory Card Outlet, Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture, (8)27.

Lakeline Plaza

TX

Cedar Park (Austin)

Fee


100.0%

Built 1998


88.2%


387,430

T.J. Maxx, Best Buy, Ross Dress for Less, Office Max, PetsMart, Party City, Hancock Fabrics, Toys 'R Us, Rooms to Go, Rooms to Go Kids, (8)28.

Lima Center

OH

Lima

Fee


100.0%

Built 1978


88.2%


236,878

Kohl's, Hobby Lobby, T.J. Maxx29.

Lincoln Crossing

IL

O'Fallon (St. Louis)

Fee


100.0%

Built 1990


95.5%


243,326

Wal-Mart, PetsMart, The Home Depot30.

Lincoln Plaza

PA

King of Prussia (Philadelphia)

Fee


65.0%
(15)
Acquired 2003


98.6%


267,965

Burlington Coat Factory, AC Moore, Michaels, T.J. Maxx, Home Goods, HH Gregg, (8)31.

MacGregor Village

NC

Cary

Fee


100.0%

Acquired 2004


58.6%


144,04132.

Mall of Georgia Crossing

GA

Buford (Atlanta)

Fee


100.0%

Built 1999


98.1%


440,670

Best Buy, American Signature Furniture, T.J. Maxx 'n More, Nordstrom Rack, Staples, Target33.

Markland Plaza

IN

Kokomo

Fee


100.0%

Built 1974


100.0%


90,527

Best Buy, Bed Bath & Beyond34.

Martinsville Plaza

VA

Martinsville

Ground Lease (2046)


100.0%

Built 1967


97.1%


102,105

Rose's, Food Lion35.

Matteson Plaza

IL

Matteson (Chicago)

Fee


100.0%

Built 1988


69.7%


270,892

Dominick's, (8)36.

Muncie Plaza

IN

Muncie

Fee


100.0%

Built 1998


98.6%


172,617

Kohl's, Target, Shoe Carnival, T.J. Maxx, MC Sporting Goods, Kerasotes Theatres37.

New Castle Plaza

IN

New Castle

Fee


100.0%

Built 1966


72.8%


91,648

Goody's, Ace Hardware, Aaron's Rents, Dollar Tree38.

North Ridge Plaza

IL

Joliet (Chicago)

Fee


100.0%

Built 1985


84.3%


303,469

Hobby Lobby, Office Max, Burlington Coat Factory, Ultra Foods Grocery, AJ Wright


23

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants39.

North Ridge Shopping Center

NC

Raleigh

Fee


100.0%

Acquired 2004


95.8%


169,062

Ace Hardware, Kerr Drugs, Harris-Teeter Grocery40.

Northwood Plaza

IN

Fort Wayne

Fee


100.0%

Built 1974


83.8%


208,076

Target, Cinema Grill41.

Palms Crossing

TX

McAllen

Fee


100.0%

Built 2007


100.0%


337,249

Bealls, DSW, Barnes & Noble, Babies 'R Us, Sports Authority, Guitar Center, Cavendar's Boot City, Best Buy42.

Pier Park

FL

Panama City Beach

Fee


100.0%

Built 2008


95.1%


816,293

Dillard's, JCPenney, Target, Borders, Grand Theatres, Ron Jon Surf Shop, Margaritaville43.

Plaza at Buckland Hills, The

CT

Manchester

Fee


41.3%
(4)(13)
Built 1993


62.5%


330,091

Jo-Ann Fabrics, Party City, Toys 'R Us, Michaels, PetsMart, Big Lots, (8)44.

Regency Plaza

MO

St. Charles (St. Louis)

Fee


100.0%

Built 1988


95.5%


287,473

Wal-Mart, Sam's Wholesale Club, PetSmart45.

Richardson Square

TX

Richardson (Dallas)

Fee


100.0%

Built 2008


100.0%


517,265

Lowe's, Ross Dress for Less, Sears, Super Target, Anna's Linens46.

Ridgewood Court

MS

Jackson

Fee


35.7%
(4)(13)
Built 1993


99.3%


369,500

T.J. Maxx, Lifeway Christian Bookstore, Bed Bath & Beyond, Best Buy, Michaels, Marshalls47.

Rockaway Commons

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


90.9%


150,459

Best Buy, (8)48.

Rockaway Town Plaza

NJ

Rockaway (New York)

Fee


100.0%

Acquired 1998


100.0%


459,241

Target, PetsMart, Dick's Sporting Goods, AMC Theatres49.

Royal Eagle Plaza

FL

Coral Springs (Miami)

Fee


42.0%
(4)(13)
Built 1989


98.4%


199,082

Stein Mart, (8)50.

Shops at Arbor Walk, The

TX

Austin

Ground Lease (2056)


100.0%

Built 2006


89.0%


442,585

Home Depot, Marshall's, DSW, Vitamin Cottage Natural Grocer, Spec's Wine, Spirits and Fine Foods, Jo-Ann Fabrics, Ethan Allen, Sam Moon51.

Shops at North East Mall, The

TX

Hurst (Dallas)

Fee


100.0%

Built 1999


97.8%


365,008

Michael's, PetsMart, T.J. Maxx, Bed Bath & Beyond, Best Buy, Barnes & Noble52.

St. Charles Towne Plaza

MD

Waldorf (Washington, D.C.)

Fee


100.0%

Built 1987


75.3%


394,491

K & G Menswear, CVS, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Big Lots, (8)53.

Teal Plaza

IN

Lafayette

Fee


100.0%

Built 1962


22.4%


101,087

Pep Boys, (8)54.

Terrace at the Florida Mall

FL

Orlando

Fee


100.0%

Built 1989


80.2%


346,693

Marshalls, American Signature Furniture, Global Import, Target, Bed Bath & Beyond, (8)55.

Tippecanoe Plaza

IN

Lafayette

Fee


100.0%

Built 1974


100.0%


90,522

Best Buy, Barnes & Noble56.

University Center

IN

Mishawaka

Fee


100.0%

Built 1980


52.5%


150,524

Michael's, Best Buy57.

Village Park Plaza

IN

Carmel (Indianapolis)

Fee


35.7%
(4)(13)
Built 1990


98.6%


549,623

Bed Bath & Beyond, Kohl's, Wal-Mart, Marsh, Menards, Regal Cinema, Hobby Lobby58.

Washington Plaza

IN

Indianapolis

Fee


100.0%

Built 1976


57.1%


50,107

Jo-Ann Fabrics (6)59.

Waterford Lakes Town Center

FL

Orlando

Fee


100.0%

Built 1999


100.0%


949,678

Ross Dress for Less, T.J. Maxx, Bed Bath & Beyond, Barnes & Noble, Best Buy, Jo-Ann Fabrics, Office Max, PetsMart, Target, Ashley Furniture HomeStore, L.A. Fitness, Regal Cinema60.

West Ridge Plaza

KS

Topeka

Fee


100.0%

Built 1988


86.6%


254,159

T.J. Maxx, Toys 'R Us, Target61.

West Town Corners

FL

Altamonte Springs (Orlando)

Fee


32.2%
(4)(13)
Built 1989


96.9%


385,643

Sports Authority, PetsMart, Winn-Dixie Marketplace, American Signature Furniture, Wal-Mart, Lowes Home Improvement62.

Westland Park Plaza

FL

Orange Park (Jacksonville)

Fee


32.2%
(4)(13)
Built 1989


81.9%


163,254

PetsMart, Burlington Coat Factory, (8)63.

White Oaks Plaza

IL

Springfield

Fee


100.0%

Built 1986


93.2%


391,474

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


24

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants64.

Whitehall Mall

PA

Whitehall

Fee


38.0%
(15)(4)
Acquired 2003


92.6%


588,618

Sears, Kohl's, Bed Bath & Beyond, Borders Books & Music, Gold's Gym, Buy Buy Baby65.

Willow Knolls Court

IL

Peoria

Fee


35.7%
(4)(13)
Built 1990


96.7%


382,377

Burlington Coat Factory, Kohl's, Sam's Wholesale Club, Willow Knolls 14, Office Max66.

Wolf Ranch Town Center

TX

Georgetown (Austin)

Fee


100.0%

Built 2005


79.8%


626,236

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







20,191,163Other Properties1.

Crossville Outlet Center

TN

Crossville

Fee


100.0%

Acquired 2004


94.4%


151,287

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

Factory Merchants Branson

MO

Branson

Ground Lease (2021)


100.0%

Acquired 2004


60.3%


273,540

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

Factory Stores of AmericaBoaz

AL

Boaz

Ground Lease (2027)


100.0%

Acquired 2004


77.5%


111,616

Bon Worth, Easy Spirit, Rue21, VF Outlet4.

Factory Stores of AmericaGeorgetown

KY

Georgetown

Fee


100.0%

Acquired 2004


95.9%


173,326

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

Factory Stores of AmericaGraceville

FL

Graceville

Fee


100.0%

Acquired 2004


100.0%


84,225

Factory Brand Shoes, Van Heusen, VF Outlet6.

Factory Stores of AmericaLebanon

MO

Lebanon

Fee


100.0%

Acquired 2004


100.0%


85,924

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

Factory Stores of AmericaNebraska City

NE

Nebraska City

Fee


100.0%

Acquired 2004


97.8%


89,608

Bass, Easy Spirit, Van Heusen, VF Outlet8.

Factory Stores of AmericaStory City

IA

Story City

Fee


100.0%

Acquired 2004


78.6%


112,596

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

Florida City Outlet Center

FL

Florida City

Fee


100.0%

Acquired 2010


88.5%


207,896

Aeropostale, Carter's, Gap Outlet, Guess, Nike, Nine West, OshKosh B'gosh, Tommy Hilfiger10.

The Shoppes at Branson Meadows

MO

Branson

Fee


100.0%

Acquired 2004


73.2%


287,063

Branson Meadows Cinemas, Dressbarn, VF Outlet11.

Huntley Outlet Center

IL

Huntley

Fee


100.0%

Acquired 2010


75.9%


279,101

Aeropostale, Ann Taylor, Banana Republic, BCBG Max Azria, Bose, Calvin Klein, Carter's, Eddie Bauer, Gap Outlet, Guess, Reebok, Tommy Hilfiger, Van Heusen


25

---



Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants12.

Mall at The Source, The

NY

Westbury (New York)

Fee


25.5%
(4)(2)
Built 1997


76.2%


722,740

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

Nanuet Mall

NY

Nanuet (New York)

Fee


100.0%

Acquired 1998


N/A


912,999

Macy's, Sears, (8)14.

Naples Outlet Center

FL

Naples

Fee


100.0%

Acquired 2010


81.6%


146,001

Bass, Coach, Jones New York, Samsonite, Van Heusen15.

Outlet Marketplace

FL

Orlando

Fee


100.0%

Acquired 2010


74.9%


204,978

Calvin Klein, Coldwater Creek, Nine West, Reebok, Sketchers, Van Heusen16.

Prime OutletsJeffersonville

OH

Jeffersonville

Fee


100.0%

Acquired 2010


99.8%


410,059

Adidas, Banana Republic, Coach, Gap Outlet, J. Crew, Kate Spade, Polo Ralph Lauren, Pottery Barn17.

University Mall

FL

Pensacola

Fee


100.0%

Acquired 1994


N/A


709,711

JCPenney, Sears, BelkTotal Other GLA







4,962,670Mills PropertiesThe Mills®1.

Arizona Mills

AZ

Tempe (Phoenix)

Fee


25.0%
(4)
Acquired 2007


93.8%


1,244,540

Marshalls, Last Call Neiman Marcus, Off 5th Saks Fifth Avenue, Burlington Coat Factory, Sears Appliance Outlet, Gameworks, Sports Authority, Ross Dress for Less, JCPenney Outlet, Group USA, Harkins Cinemas, IMAX
Theatre, F.Y.E., Sea Life Center2.

Arundel Mills

MD

Hanover (Baltimore)

Fee


29.6%
(4)
Acquired 2007


99.7%


1,298,239

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, T.J. MAXX, Cinemark Egyptian 24 Theatres3.

Colorado Mills

CO

Lakewood (Denver)

Fee


18.8%
(4)(2)
Acquired 2007


83.1%


1,097,621

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, Burlington Coat Factory4.

Concord Mills

NC

Concord (Charlotte)

Fee


29.6%
(4)(2)
Acquired 2007


99.3%


1,333,938

Bass Pro Shops Outdoor World, Books-A-Million, Burlington Coat Factory, Off 5th Saks Fifth Avenue, F.Y.E., The Children's Place Outlet, Dave & Buster's, NIKE, TJ Maxx, Group USA, Sun & Ski, VF
Outlet, Off Broadway Shoes, Bed Bath & Beyond, NASCAR Speedpark, AMC Theatres, Best Buy5.

Discover Mills

GA

Lawrenceville (Atlanta)

Fee


25.0%
(4)(2)
Acquired 2007


94.5%


1,182,984

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

Franklin Mills

PA

Philadelphia

Fee


50.0%
(4)
Acquired 2007


87.0%


1,743,731

Dave & Buster's, JC Penney Outlet Store, Burlington Coat Factory, Marshalls HomeGoods, Modell's Sporting Goods, Group USA, Bed Bath & Beyond, Sam Ash Music, Off 5th Saks Fifth Avenue, Last Call
Neiman Marcus, Off Broadway Shores, Sears Appliance Outlet, H&M, Spaha Skatepark, AMC Theatres, Forever 21


26

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants7.

Grapevine Mills

TX

Grapevine (Dallas)

Fee


29.6%
(4)
Acquired 2007


96.3%


1,778,434

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, AMC
Theatres, Dr. Pepper Star Center, Sun & Ski Sports, Last Call Neiman Marcus, Sears Appliance Outlet, Bass Pro Outdoor World, Off Broadway Shoes, VF Outlet, Legoland Discovery (6), Sea Life Center (6)8.

Great Mall

CA

Milpitas (San Jose)

Fee


50.0%

Acquired 2007


94.9%


1,361,151

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

Gurnee Mills

IL

Gurnee (Chicago)

Fee


50.0%
(4)
Acquired 2007


95.7%


1,826,523

Bass Pro Shops Outdoor World, Bed Bath & Beyond, Burlington Coat Factory, H & M, Kohl's, Marshall's Home Goods, Off 5thSaks Fifth Avenue Outlet, Rinkside, Sears Grand, The Sports Authority, TJ
Maxx, VF Outlet, Marcus Cinemas, Last Call Neiman Marcus, Value City Furniture10.

Katy Mills

TX

Katy (Houston)

Fee


31.3%
(4)(2)
Acquired 2007


89.9%


1,554,826

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

Ontario Mills

CA

Ontario (Riverside)

Fee


25.0%
(4)
Acquired 2007


93.2%


1,479,453

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

Opry Mills

TN

Nashville

Fee


50.0%
(4)(2)
Acquired 2007


(18)


1,159,833

(18)13.

Potomac Mills

VA

Prince William (Washington, D.C.)

Fee


50.0%
(4)
Acquired 2007


98.1%


1,537,357

Group USA, Marshall's, TJ Maxx, Sears Appliance Outlet, JCPenney Outlet, Urban Behavior, Burlington Coat Factory, Off Broadway Shoe Warehouse, Nordstrom Rack, Off 5th Saks Fifth Avenue Outlet, Costco Warehouse, The
Children's Place, AMC Theatres, Modell's Sporting Goods, Books-A-Million, H&M, Last Call Neiman Marcus, XXI Forever, Bloomingdale's Outlet14.

Sawgrass Mills

FL

Sunrise (Miami)

Fee


50.0%
(4)
Acquired 2007


99.8%


2,258,616

American Signature Home, Beall's Outlet, Bed Bath & Beyond, Brandsmart USA, Burlington Coat Factory, Gameworks, JCPenney Outlet Store, Marshalls, Neiman Marcus Last Call Clearance Center, Nike Factory Store,
Nordstrom Rack, Off 5th Saks Fifth Avenue Outlet, Ron Jon Surf Shop, The Sports Authority, Super Target, TJ Maxx, VF Factory Outlet, Wannado City, F.Y.E., Off Broadway Shoes, Regal Cinemas, GAP Outlet, Bloomingdale's Outlet15.

St. Louis Mills

MO

Hazelwood (St. Louis)

Fee


25.0%
(4)(2)
Acquired 2007


80.8%


1,174,827

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

The Block at Orange

CA

Orange (Los Angeles)

Fee


25.0%
(4)
Acquired 2007


92.1%


725,154

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







22,757,227


27

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major TenantsMills Regional Malls17.

Briarwood Mall

MI

Ann Arbor

Fee


25.0%
(4)
Acquired 2007


95.5%


973,413

Macy's, JCPenney, Sears, Von Maur18.

Del Amo Fashion Center

CA

Torrance (Los Angeles)

Fee


25.0%
(4)
Acquired 2007


89.6%


2,268,717

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

Dover Mall

DE

Dover

Fee


34.1%
(4)
Acquired 2007


94.6%


886,509

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

Esplanade, The

LA

Kenner (New Orleans)

Fee


50.0%
(4)
Acquired 2007


83.9%


814,839

Dillard's, Dillard's Men's, Macy's, Target (6), (11)21.

Falls, The

FL

Miami

Fee


25.0%
(4)
Acquired 2007


93.3%


806,644

Bloomingdale's, Macy's, Regal Cinema22.

Galleria at White Plains, The

NY

White Plains (New York)

Fee


50.0%
(4)
Acquired 2007


79.0%


862,394

Macy's, Sears, H&M23.

Hilltop Mall

CA

Richmond (San Francisco)

Fee


25.0%
(4)
Acquired 2007


75.8%


1,094,064

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

Lakeforest Mall

MD

Gaithersburg (Washington, D.C.)

Fee


25.0%
(4)
Acquired 2007


84.5%


1,045,994

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

Mall at Tuttle Crossing, The

OH

Dublin (Columbus)

Fee


25.0%
(4)
Acquired 2007


97.4%


1,111,434

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

Marley Station

MD

Glen Burnie (Baltimore)

Fee


25.0%
(4)
Acquired 2007


82.1%


1,069,154

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

Meadowood Mall

NV

Reno

Fee


25.0%
(4)
Acquired 2007


89.1%


876,891
(17)
Macy's Men's, Macy's, Sears, JCPenney, Sports Authority28.

Northpark Mall

MS

Ridgeland

Fee


50.0%
(4)
Acquired 2007


97.2%


956,266

Dillard's, JCPenney, Belk, Regal Cinema29.

Shops at Riverside, The

NJ

Hackensack (New York)

Fee


50.0%
(4)
Acquired 2007


86.8%


769,859

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

Southdale Center

MN

Edina (Minneapolis)

Fee


50.0%
(4)
Acquired 2007


91.0%


1,339,084
(17)
Macy's, JCPenney, Marshall's, AMC Theatres, (8)


28

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Property Table

U.S. Properties

Property Name

State

City (CBSA)

Ownership
Interest
(Expiration if
Lease)(3)

Legal Ownership

Year Built
or
Acquired

Occupancy(5)

Total GLA

Retail Anchors and Selected Major Tenants31.

Southridge Mall

WI

Greendale (Milwaukee)

Fee


50.0%
(4)
Acquired 2007


90.5%


1,212,366

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

Stoneridge Shopping Center

CA

Pleasanton (San Francisco)

Fee


25.0%
(4)
Acquired 2007


97.1%


1,298,402

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







17,386,030Mills Community Centers33.

Arundel Mills Marketplace

MD

Hanover (Baltimore)

Fee


29.6%
(4)
Acquired 2007


100.0%


101,613

Michael's, Staples, PetSmart, HH Gregg34.

Concord Mills Marketplace

NC

Concord (Charlotte)

Fee


50.0%
(4)
Acquired 2007


100.0%


230,683

BJ's Wholesale Club, Garden Ridge35.

Denver West Village

CO

Lakewood (Denver)

Fee


18.8%
(4)
Acquired 2007


98.5%


310,217

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

Liberty Plaza

PA

Philadelphia

Fee


50.0%
(4)
Acquired 2007


99.0%


371,618

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







1,014,131Total Mills Properties







41,157,388Total U.S. Properties GLA







250,540,009


29

---



Table of Contents

FOOTNOTES:

---

Circle Centre Mall192 sq. ft.

Northshore Mall12,367 sq. ft.Century III Mall18,609 sq. ft.

Oak Court Mall126,583 sq. ft.Clay Terrace75,118 sq. ft.

Oxford Valley Mall110,324 sq. ft.The Domain132,881 sq. ft.

Plaza Carolina28,474 sq. ft.Copley Place867,301 sq. ft.

River Oaks Center117,716 sq. ft.Del Amo1,413 sq. ft.

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

Roosevelt Field1,610 sq. ft.Firewheel Town Center75,103 sq. ft.

South Hills Village4,407 sq. ft.Greendale Mall119,860 sq. ft.

Stanford Shopping Center7,444 sq. ft.Gwinnett Place32,603 sq. ft.

The Westchester820 sq. ft.King of Prussia Mall13,250 sq. ft.

White Oaks Mall17,807 sq. ft.Knoxville Center1,455 sq. ft.

Meadowood Mall6,109 sq. ft.Lehigh Valley Mall11,754 sq. ft.

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

Washington Square7,737 sq. ft.


30

---





Table of Contents



The following table summarizes lease expiration data for our regional malls and Premium Outlets located in the United States, including
Puerto Rico, as of December 31, 2010. The data does not include information for The Mills, the Mills Regional Malls, or properties we acquired in 2010 in our acquisition of Prime. The data
presented does not consider the impact of renewal options that may be contained in leases.

Simon Property Group L.P. and Subsidiaries  U.S. Lease Expirations  Regional Malls and Premium Outlets  As of December 31, 2010

Year

Number of
Leases Expiring

Square Feet

Avg. Base Rent per
Square Foot at
12/31/10

Percentage of Gross
Annual Rental
Revenues(1)Small Shops and FreestandingMonth to Month Leases


532


1,313,575

$
38.27


1.0
%2011


2,933


8,149,030

$
33.63


6.2
%2012


2,719


9,290,505

$
33.91


7.2
%2013


2,544


7,710,019

$
38.47


6.8
%2014


1,911


6,344,328

$
37.86


5.5
%2015


1,987


6,992,366

$
39.63


6.3
%2016


1,644


5,237,467

$
41.52


5.0
%2017


1,544


5,203,214

$
44.64


5.3
%2018


1,534


5,868,249

$
47.70


6.4
%2019


1,334


5,189,423

$
45.31


5.4
%2020


1,023


3,959,029

$
44.31


4.0
%2021 and Thereafter


569


3,114,912

$
37.04


2.6
%Specialty Leasing Agreements w/ terms in excess of 12 months


1,692


4,258,276

$
13.85


1.3
%Anchor Tenants2011


6


687,400

$
5.23


0.1
%2012


22


2,391,624

$
3.69


0.2
%2013


31


3,868,995

$
4.60


0.4
%2014


33


3,460,414

$
4.65


0.4
%2015


28


3,337,128

$
3.02


0.2
%2016


20


2,294,049

$
3.52


0.2
%2017


5


871,969

$
1.28


2018


9


906,997

$
6.23


0.1
%2019


9


1,136,399

$
3.34


0.1
%2020


11


1,149,573

$
5.50


0.1
%2021 and Thereafter


33


3,642,551

$
5.84


0.5
%


(1)Annual
rental revenues represent 2010 consolidated and joint venture combined base rental revenue.


31

---





Table of Contents

International Properties

Our ownership interests in properties outside the United States are primarily owned through joint venture arrangements. However, we
have direct minority investments in certain real estate companies within the U.K. as further described below.



Gallerie Commerciali Italia, S.p.A., or GCI, is a fully integrated European retail real estate developer, owner and manager of
45 properties in Italy. At December 31, 2010, we had a 49.0% ownership interest in GCI. Our properties in Italy consist primarily of hypermarket-anchored shopping centers. Substantially all of
these properties are anchored by the hypermarket retailer Auchan, who is also our partner in GCI. 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 is
one of the two largest hypermarket operators in Europe. These centers comprise over 10.1 million square feet of GLA and were 97.2% leased as of December 31, 2010.

On
July 15, 2010, we and our partner in Simon Ivanhoe, Ivanhoe Cambridge Inc., or Ivanhoe Cambridge, sold our collective interests in Simon Ivanhoe which owned seven
shopping centers located in France and Poland to Unibail-Rodamco. The joint venture partners received net consideration of €422.5 million for their interests after the repayment
of all joint venture debt, subject to certain post-closing adjustments. Our share of the gain on sale of our interests in Simon Ivanhoe was approximately $281 million. A portion of
the proceeds was used to repay the €167.4 million (approximately $215 million) principal balance on the Euro-denominated tranche of our Credit Facility.

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



We also hold real estate interests in eight operating joint venture properties in Japan, one operating joint venture property in
Mexico, one operating joint venture property and two joint venture properties under development in South Korea, and one joint venture property under development in Malaysia. The eight Japanese Premium
Outlets operate in various cities throughout Japan and are held in a joint venture with Mitsubishi Estate Co., Ltd. These centers comprise over 2.5 million square feet of GLA and
were 99.8% leased as of December 31, 2010.

The
following summarizes our holdings in these international joint ventures and the underlying countries in which these joint ventures own and operate real estate properties as of
December 31, 2010:

Holdings

Ownership
Interest

Properties
open and
operating

Countries of
OperationChelsea Japan Co. Ltd.


40.0
%

8

JapanPremium Outlets Punta Norte (Mexico City)


50.0
%

1

MexicoYeoju Premium Outlets (Seoul)


50.0
%

1

South Korea


In
July 2010, we completed construction and opened a 62,000 square foot expansion at Toki Premium Outlets in Toki, Japan.

Prior
to May 7, 2010 we held a minority interest in Liberty International, PLC, or Liberty, a U.K. Real Estate Investment Trust that operated regional shopping centers and
owned other prime retail assets throughout the U.K. Effective May 7, 2010, Liberty completed a demerger in which it was separated into two companies, Capital Shopping Centres Group PLC,
or CSCG, and Capital & Counties Properties PLC, or CAPC. Liberty shareholders acquired the same number of shares of CSCG and CAPC as they owned in Liberty. CSCG operates regional
shopping centers and is the owner of other retail assets primarily located in the United Kingdom. CAPC is predominantly focused on property investment and development in central London. Our interest
in CSCG and CAPC is adjusted to their quoted market price, including a related foreign exchange component. Our interests in CSCG and CAPC are less than 6% of their outstanding shares respectively.

The
following property table summarizes certain data for our properties located in Europe, Japan, Mexico, and Korea at December 31, 2010.

32

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Table of Contents

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

COUNTRY/Property Name

City (Metropolitan area)

Ownership
Interest

SPG
Effective
Ownership

Year
Built

Total Gross
Leasable Area

Retail Anchors and
Major TenantsITALY1.

Ancona  Senigallia

Senigallia (Ancona)

Fee


49.0
%
1995


82,800

IPERSimply, Samoiraghi & Vigano2.

Ascoli Piceno  Grottammare

Grottammare (Ascoli Piceno)

Fee


49.0
%
1995


94,800

IPERSimply3.

Ascoli Piceno  Porto Sant'Elpidio

Porto Sant'Elpidio (Ascoli Piceno)

Fee


49.0
%
1999


162,300

Auchan, Benetton, Giacomelli Sport, Bata Superstore4.

Bari  Casamassima

Casamassima (Bari)

Fee


49.0
%
1995


547,800

Auchan, Coin, Upim, Oviesse, Leroy Merlin, Decathlon5.Bari  Modugno

Modugno (Bari)

Fee


49.0
%
2004


143,500

Auchan, Euronics, Inverso6.

Brescia  Mazzano

Mazzano (Brescia)

Fee / Leasehold


49.0
%(2)
1994


230,700

Auchan, Bricocenter, Trony, Bata, Conbipel, OVS7.

Brindisi-Mesagne

Mesagne (Brindisi)

Fee


49.0
%
2003


228,600

Auchan, Euronics, Iper Sport, Benetton8.

Cagliari  Santa Gilla

Cagliari

Fee / Leasehold


49.0
%(2)
1992


190,700

Auchan, Bricocenter, Bata9.

Catania  La Rena

Catania

Fee


49.0
%
1998


146,200

Auchan10.

Catania

Catania

Fee


24.0
%
2010


641,700

Auchan11.

Cinisello

Cinisello (Milano)

Fee


49.0
%
2007


375,600

Auchan, H&M, Darty, Scarpe & Scarpe, Conbipel, Piazza Italia, Nike12.

Cuneo

Cuneo (Torino)

Fee


49.0
%
2004


282,200

Auchan, Bricocenter, Decathlon, Euronics, OVS Industry13.

Giugliano

Giugliano (Napoli)

Fee


49.0
%(4)
2006


754,500

Auchan, Piazza Italia, Conbipel, Euronics, Oviesse, Eldo, Leroy Merlin, Decathlon, Scarpe & Scarpe, Alcott, Bershka, Fair, Zara, Pull & Bear14.

Milano  Rescaldina

Rescaldina (Milano)

Fee


49.0
%
2000


377,100

Auchan, Bricocenter, Media World, OVS Industry15.

Milano  Vimodrone

Vimodrone (Milano)

Fee


49.0
%
1989


190,600

Auchan, Bricocenter16.

Napoli  Pompei

Pompei (Napoli)

Fee


49.0
%
1990


91,400

Auchan, Euronics17.

Napoli  Argine

Napli

Fee


24.0
%
2010


296,200

Auchan, Euronics, Pia Aitalia,18.

Nola  Volcano Buono

Nola (Napoli)

Ground Lease (2080)


22.1
%
2007


876,000

Auchan, Coin, Holiday Inn, Media World, Alcott, Bershka, H&M, Nike, Zara, Zara Home19.

Padova

Padova

Fee


49.0
%
1989


105,800

Auchan20.

Palermo

Palermo

Fee


49.0
%
1990


82,900

Auchan21.

Pesaro  Fano

Fano (Pesaro)

Fee


49.0
%
1994


112,300

Auchan, Euronics22.

Pescara

Pescara

Fee


49.0
%
1998


161,500

Auchan, Upim, Euronics23.

Pescara  Cepagatti

Cepagatti (Pescara)

Fee


49.0
%
2001


269,800

Auchan, Bata, Expert, Conbipel24.

Piacenza  San Rocco al Porto

San Rocco al Porto (Piacenza)

Fee


49.0
%
1992


179,200

Auchan, Euronics, Benetton25.

Roma  Collatina

Collatina (Roma)

Fee


49.0
%
1999


63,600

Auchan26.

Sassari  Predda Niedda

Predda Niedda (Sassari)

Fee / Leasehold


49.0
%(2)
1990


233,700

Auchan, Bricocenter, OVS Industry, Bata27.

Taranto

Taranto

Fee


49.0
%
1997


201,700

Auchan, Bricocenter, OVS Industry, Expert, Iper Sport28.

Torino

Torino

Fee


49.0
%
1989


171,800

Auchan, OVS Industry, Norouto, Benetton29.

Torino  Venaria

Venaria (Torino)

Fee


49.0
%
1982


165,600

Auchan, Bricocenter30.

Venezia  Mestre

Mestre (Venezia)

Fee


49.0
%
1995


246,700

Auchan, Oviesse, Benetton, Scarpe & Scarpe31.

Vicenza

Vicenza

Fee


49.0
%
1995


98,500

Auchan, Piazza Italia32.

Ancona

Ancona

Leasehold


49.0
%(3)
1993


165,200

Auchan, King Sport, Upim, L'isola del Ristoro33.

Bergamo

Bergamo

Leasehold


49.0
%(3)
1976


119,900

Auchan34.

Brescia  Concesio

Concesio (Brescia)

Leasehold


49.0
%(3)
1972


117,500

Auchan, Bata35.

Cagliari  Marconi

Cagliari

Leasehold


49.0
%(3)
1994


193,400

Auchan, Bricocenter, Bata. Trony, Cisalfa, Conbipel36.

Catania  Misterbianco

Misterbianco (Catania)

Leasehold


49.0
%(3)
1989


99,300

Auchan37.

Merate  Lecco

Merate (Lecco)

Leasehold


49.0
%(3)
1976


162,000

Auchan, Bricocenter, Super Media38.

Milano  Cesano Boscone

Cesano Boscone (Milano)

Leasehold


49.0
%(3)
2005


283,900

Auchan, Darty39.

Milano  Nerviano

Nerviano (Milano)

Leasehold


49.0
%(3)
1991


111,600

Auchan40.

Monza

Monza

Leasehold


49.0
%(3)



211,700

Auchan, UniEuro, Adidas, Conbipel, H&M41.

Napoli  Mugnano di Napoli

Mugnano di Napoli

Leasehold


49.0
%(3)
1992


192,900

Auchan, Bricocenter, OVS Industry, Eldo42.

Olbia

Olbia

Leasehold


49.0
%(3)
1993


207,600

Auchan, Terranova, Bata, Unieuro, Zara43.

Roma  Casalbertone

Roma

Leasehold


49.0
%(3)
1998


147,600

Auchan, Cisalfa, OVS Industry, Benetton44.

Torino  Rivoli

Rivoli (Torino)

Leasehold


49.0
%(3)
1986


94,100

Auchan, OVS Industry, Norauto45.

Verona  Bussolengo

Bussolengo (Verona)

Leasehold


49.0
%(3)
1975


164,600

Auchan, Bricocenter, BataSubtotal Italy











10,077,100


33

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Table of Contents

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

COUNTRY/Property Name

City (Metropolitan area)

Ownership
Interest

SPG
Effective
Ownership

Year
Built

Total Gross
Leasable Area

Retail Anchors and
Major TenantsJAPAN46.

Ami Premium Outlets

Ami (Tokyo)

Fee


40.0
%
2009


224,800

Adidas, BCBG Max Azria, Beams, Brooks Brothers, Coach, Cole Haan, Diesel, Gap Outlet, Lanvin en Bleu, Laundry, McGregor, MK Michel Klein Homme, Pal Zileri, Tommy Hilfiger, Ralph Lauren47.

Gotemba Premium Outlets

Gotemba City (Tokyo)

Fee


40.0
%
2000


482,000

Armani Factory Store, Balenciaga, Bally, Beams, Bottega Veneta, Burberry, Coach, Diesel, Dolce & Gabbana, Dunhill, Gap Outlet, Gucci, Jill Stuart, Loro Piana, Miu Miu, Moschino, Nike, Polo Ralph Lauren, Prada,
Salvatore Ferragamo, Tod's48.

Kobe-Sanda Premium Outlets

Hyougo-ken (Osaka)

Ground Lease (2026)


40.0
%
2007


365,100

Adidas, Armani Factory Store, Bally, Banana Republic, Beams, Brooks Brothers, Coach, Cole Haan, Diesel, Etro, Gap Outlet, Gucci, Harrod's, Helmut Lang, Hugo Boss, Loro Piana, Nike, Polo Ralph Lauren, Salvatore Ferragamo,
Theory, Tommy Hilfiger, Valentino49.

Rinku Premium Outlets

Izumisano (Osaka)

Ground Lease (2020)


40.0
%
2000


321,800

Adidas, Armani Factory Store, Bally, BCBG Max Azria, Beams, Brooks Brothers, Coach, Cole Haan, Diesel, Dolce & Gabbana, Dunhill, Eddie Bauer, Etro, Furla, Gap Outlet, Hugo Boss, Jill Stuart, Kate Spade, Lacoste,
Lanvin Collection, Nike, Polo Ralph Lauren,50.

Sano Premium Outlets

Sano (Tokyo)

Ground Lease (2022)


40.0
%
2003


390,800

Adidas, Armani Factory Store, Bally, Beams, Brooks Brothers, Coach, Cynthia Rowley, Diesel, Dolce & Gabbana, Dunhill, Eddie Bauer, Escada, Etro, French Connection, Furla, Gap Outlet, Gucci, Harrod's, Kate Spade,
Lanvin Collection, Miu Miu, Nike, Polo Ralph Lauren51.

Sendai-Izumi Premium Outlets

Izumi Park Town (Sendai)

Ground Lease (2027)


40.0
%
2008


164,200

Beams, Brooks Brothers, Bose, Coach, Jill Stuart, Kipling, Laundry, Levi's, Miss Sixty, Pleats Please Issey Miyake, Ray Ban, Tasaki52.

Toki Premium Outlets

Toki (Nagoya)

Ground Lease (2024)


40.0
%
2005


289,600

Adidas, BCBG Max Azria, Beams, Brooks Brothers, Coach, Diesel, Eddie Bauer, Furla, Gap Outlet, Lacoste, Laundry, MK Michel Klein, Nike, Olive des Olive, Polo Ralph Lauren, Timberland, Tommy Hilfiger53.

Tosu Premium Outlets

Fukuoka (Kyushu)

Ground Lease (2023)


40.0
%
2004


239,800

Adidas, Armani Factory Store, BCBG Max Azria, Beams, Bose, Brooks Brothers, Coach, Cole Haan, Courreges, Dolce & Gabbana, Furla, Gap Outlet, Miki House, Nike, Quiksilver, Reebok, Theory, Tommy
HilfigerSubtotal Japan











2,478,100MEXICO54.

Punta Norte Premium Outlets

Mexico City

Fee


50.0
%
2004


278,000

Adidas, Calvin Klein, CH Carolina Herrera, Coach, Kenneth Cole, Lacoste, Levi's, MaxMara, Nautica, Nike, Palacio Outlet, Reebok, Roberto Cavalli, Rockport, Salvatore Ferragamo, Swarovski, ZegnaSOUTH KOREA55.

Yeoju Premium Outlets

Yeoju (Seoul)

Fee


50.0
%
2007


276,200

Adidas, Giorgio Armani, Bally, Burberry, Chloe, Coach, Diesel, Dolce & Gabbana, Escada, Fendi, Furla, Gucci, Lacoste, Marc Jacobs, Marks & Spencer, Michael Kors, Nike, Polo Ralph Lauren, Salvatore
Ferragamo, Theory, Tod's, Valentino, Vivienne Westwood,TOTAL INTERNATIONAL ASSETS











13,109,400


FOOTNOTES:



34

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Table of Contents



We have direct or indirect ownership interests in approximately 550 acres of land held in the United States for future development.



Due to the size of our portfolio, we focus on energy efficiency as a core sustainability strategy. Through the continued use of energy
conservation practices, energy efficiency projects, and continuous monitoring and reporting, we have reduced our energy consumption at comparable properties every year since 2003. As a result,
excluding new developments and expansions, we reduced the electricity usage over which we have direct control by 295 million kWhs since 2003. This represents a 22% percent reduction in
electricity usage across a portfolio of comparable properties and reflects an annual value of over $34 million in avoided operating
costs. Our documented reduction in greenhouse gas emissions resulting from our energy management efforts is 182,000 metric tons CO2e.

In
2010, Simon Property was awardedNAREIT's Leader in the Light Awardfor the sixth year in a row and is the only company to have achieved
the Leader in the Light distinction every single year since NAREIT launched the program in 2005. Simon Property was also included in the 2009 Carbon Disclosure Project's Global 500 Carbon Disclosure
Leadership Index. The 2009 Carbon Disclosure Leadership Index highlights 50 companies worldwide that have displayed the most professional approach to corporate governance with respect to climate
change disclosure practices. Simon Property was the only real estate company to be recognized.



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

35

---





Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES

As of December 31, 2010

(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual
Debt Service (1)

Maturity
DateConsolidated Indebtedness:Secured Indebtedness:Anderson Mall


6.20
%
$
26,754

$
2,216


10/10/12Arsenal Mall HCHP


8.20
%

846


202


05/05/16Bangor Mall


6.15
%

80,000


4,918
(2)

10/01/17Battlefield Mall


4.60
%

90,885


6,154


07/01/13Birch Run Premium Outlets


5.95
%

109,113
(39)

8,078


04/11/16Bloomingdale Court


8.15
%

26,262


2,495


11/01/15Brunswick Square


5.65
%

80,965


5,957


08/11/14Calhoun Premium Outlets


5.79
%

20,974
(34)

1,519


09/01/16Carolina Premium Outlets  Smithfield


9.10
%

19,047
(6)

2,114


03/10/13
(25)Century III Mall


6.20
%

78,973
(9)

6,541


10/10/12Chesapeake Square


5.84
%

68,796


5,162


08/01/14The Crossings Premium Outlets


5.85
%

50,927


4,649


03/13/13Crystal River


9.63
%

14,441


1,385


11/11/30Dare Centre


9.10
%

1,586
(6)

176


03/10/13
(25)DeKalb Plaza


5.28
%

2,815


284


01/01/15Desoto Square


5.89
%

63,156


4,561


07/01/14Ellenton Premium Outlets


5.51
%

107,735
(21)

7,646


01/11/16The Factory Shoppes at Branson Meadows


9.10
%

8,858
(6)

983


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


9.10
%

15,306
(6)

1,699


03/10/13
(25)Florida City Outlet Center


5.51
%

10,995
(21)

780


01/11/16Forest Mall


6.20
%

15,883
(10)

1,316


10/10/12Forest Plaza


7.50
%

18,685


1,685


10/10/19Gaffney Premium Outlets


5.79
%

38,065
(34)

2,757


09/01/16Gateway Shopping Center


5.89
%

87,000


5,124
(2)

10/01/11Greenwood Park Mall


8.00
%

79,097
(37)

7,044


08/01/16Grove City Premium Outlets


5.51
%

116,314
(21)

8,270


01/11/16Gulfport Premium Outlets


5.51
%

25,948
(21)

1,842


01/11/16Gwinnett Place


5.68
%

115,000


6,532
(2)

06/08/12Hagerstown Premium Outlets


5.95
%

91,680
(39)

6,787


04/11/16Henderson Square


6.94
%

14,100


1,270


07/01/11Highland Lakes Center


6.20
%

14,641
(9)

1,213


10/10/12Huntley Outlet Center


5.51
%

30,753
(21)

2,183


01/11/16Independence Center


5.94
%

200,000


11,886
(2)

07/10/17Ingram Park Mall


6.99
%

74,493
(20)

6,724


08/11/11Kittery Premium Outlets


5.39
%  (11)

43,556
(7)

2,347
(2)

07/10/13
(3)Knoxville Center


6.99
%

56,410
(20)

5,092


08/11/11Lake View Plaza


8.00
%

15,885


1,409


01/01/15Lakeline Plaza


7.50
%

17,504


1,578


10/10/19Las Americas Premium Outlets


5.84
%

180,000


10,511
(2)

06/11/16Lebanon Premium Outlets


5.51
%

15,953
(21)

1,132


01/11/16Lee Premium Outlets


5.79
%

52,358
(34)

3,792


09/01/16Lighthouse Place Premium Outlets


5.39
%  (11)

88,623
(7)

4,775
(2)

07/10/13
(3)Longview Mall


6.20
%

29,726
(9)

2,462


10/10/12MacGregor Village


9.10
%

6,378
(6)

708


03/10/13
(25)Markland Mall


6.20
%

21,031
(10)

1,742


10/10/12Midland Park Mall


6.20
%

30,702
(10)

2,543


10/10/12Montgomery Mall


5.17
%

86,063


6,307


05/11/34Muncie Plaza


7.50
%

7,277


656


10/10/19


36

---



Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES

As of December 31, 2010

(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual
Debt Service (1)

Maturity
DateNaples Outlet Center


5.51
%

16,531
(21)

1,173


01/11/16North Ridge Shopping Center


9.10
%

7,790
(6)

865


03/10/13
(25)Northfield Square


6.05
%

27,575


2,485


02/11/14Northlake Mall


6.99
%

65,075
(20)

5,874


08/11/11Oxford Valley Mall


4.77
%

71,000


4,456


12/07/20Penn Square Mall


7.75
%

98,498


8,597


04/01/16Philadelphia Premium Outlets


4.19
%  (11)

190,000


7,969
(2)

07/30/14
(3)Pismo Beach Premium Outlets


5.84
%

33,850
(36)

1,978
(2)

11/06/16Plaza Carolina  Fixed


7.50
%

88,657


7,552


06/01/14Plaza Carolina  Variable Swapped


7.63
%  (11)

97,335


8,498


06/01/14Pleasant Prairie Premium Outlets


5.51
%

61,988
(21)

4,400


01/11/16Pleasant Prairie Premium Outlets II


6.01
%

37,363


2,758


12/01/16Port Charlotte Town Center


5.30
%

48,398


3,232


11/01/20Prime Outlets Jeffersonville


5.51
%

72,175
(21)

5,123


01/11/16Puerto Rico Premium Outlets


3.75
%  (24)

74,516


3,965


05/01/14Queenstown Premium Outlets


5.84
%

66,150
(36)

3,864
(2)

11/06/16Regency Plaza


5.50
%  (24)

3,893
(4)

331


12/14/14
(3)Richmond Towne Square


6.20
%

43,124
(10)

3,572


10/10/12San Marcos Premium Outlets


5.51
%

147,523
(21)

10,470


01/11/16SB Boardman Plaza Holdings


5.94
%

22,601


1,687


07/01/14Secured Term Loan


0.96
%  (1)

735,000


7,061
(2)

03/05/12South Park Mall


8.00
%

195,764
(37)

17,434


08/01/16St. Charles Towne Plaza


5.50
%  (24)

25,303
(4)

2,152


12/14/14
(3)Stanford Shopping Center


2.41
%  (1)

240,000


5,786
(2)

07/01/13
(3)Summit Mall


5.42
%

65,000


3,526
(2)

06/10/17Sunland Park Mall


8.63
%  (13)

31,856


3,773


01/01/26Tacoma Mall


7.00
%

118,001


10,778


10/01/11Texas Lifestyle Centers Secured Loan


3.86
%  (5)

260,000
(8)

10,026
(2)

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


5.74
%

280,000


16,072
(2)

06/08/12Towne West Square


6.99
%

48,760
(20)

4,402


08/11/11Upper Valley Mall


5.89
%

47,108


3,406


07/01/14Valle Vista Mall


5.35
%

40,000


3,598
(2)

05/10/17Walt Whitman Mall


8.00
%

120,622
(37)

10,742


08/01/16Washington Square


5.94
%

27,835


1,653
(2)

07/01/16
(3)Waterloo Premium Outlets


5.39
%  (11)

72,822
(7)

3,923
(2)

07/10/13
(3)West Ridge Mall


5.89
%

67,568


4,885


07/01/14West Ridge Plaza


5.50
%  (24)

4,866
(4)

414


12/14/14
(3)White Oaks Mall


5.54
%

50,000


2,768
(2)

11/01/16White Oaks Plaza


7.50
%

14,554


1,312


10/10/19Williamsburg Premium Outlets


5.95
%

105,916
(39)

7,841


04/11/16Wolfchase Galleria


5.64
%

225,000


12,700
(2)

04/01/17Woodland Hills Mall


7.79
%

96,047


8,414


04/05/19Total Consolidated Secured Indebtedness




$
6,597,623Unsecured Indebtedness:Simon Property Group, LP:Unsecured Revolving Credit Facility  USD


2.36
%  (15)
$
585,000

$
13,810
(2)

03/31/13Revolving Credit Facility  Yen Currency


2.23
%  (15)

273,637
(33)

6,092
(2)

03/31/13Unsecured Notes  4C


7.38
%

200,000


14,750
(14)

06/15/18Unsecured Notes  6B


7.75
%

77,639
(32)

6,017
(14)

01/20/11Unsecured Notes  8B


6.35
%

106,065


6,735
(14)

08/28/12Unsecured Notes  9B


5.45
%

122,288


6,665
(14)

03/15/13


37

---



Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES

As of December 31, 2010

(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual
Debt Service (1)

Maturity
DateUnsecured Notes  10B


4.90
%

200,000


9,800
(14)

01/30/14Unsecured Notes  11B


5.63
%

218,430


12,287
(14)

08/15/14Unsecured Notes  12A


5.10
%

600,000


30,600
(14)

06/15/15Unsecured Notes  13A


5.38
%

120,022


6,451
(14)

06/01/11Unsecured Notes  13B


5.75
%

600,000


34,500
(14)

12/01/15Unsecured Notes  14A


5.75
%

74,245


4,269
(14)

05/01/12Unsecured Notes  14B


6.10
%

400,000


24,400
(14)

05/01/16Unsecured Notes  15A


5.60
%

101,517


5,685
(14)

09/01/11Unsecured Notes  15B


5.88
%

500,000


29,375
(14)

03/01/17Unsecured Notes  16A


5.00
%

159,753


7,988
(14)

03/01/12Unsecured Notes  16B


5.25
%

650,000


34,125
(14)

12/01/16Unsecured Notes  19A


5.30
%

237,897


12,609
(14)

05/30/13Unsecured Notes  19B


6.13
%

800,000


49,000
(14)

05/30/18Unsecured Notes  20A


10.35
%

650,000


67,275
(14)

04/01/19Unsecured Notes  21A


6.75
%

516,052


34,834
(14)

05/15/14Unsecured Notes  22A


4.20
%

400,000


16,800
(14)

02/01/15Unsecured Notes  22B


5.65
%

1,250,000


70,625
(14)

02/01/20Unsecured Notes  22C


6.75
%

600,000


40,500
(14)

02/01/40Unsecured Notes  23A


4.38
%

900,000


39,375
(14)

03/01/2110,342,545The Retail Property Trust, subsidiary:Unsecured Notes  CPI 4


7.18
%

75,000


5,385
(14)

09/01/13Unsecured Notes  CPI 5


7.88
%

250,000


19,688
(14)

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


8.25
%

83,588
(40)

6,896
(14)

02/01/11Unsecured Notes  CPG 6


6.88
%

50,642


3,482
(14)

06/15/12Unsecured Notes  CPG 7


6.00
%

69,334


4,160
(14)

01/15/13203,564Total Consolidated Unsecured Indebtedness




$
10,871,109Total Consolidated Indebtedness at Face Amounts




$
17,468,732Net Premium on Indebtedness





44,207Net Discount on Indebtedness





(39,179
)Total Consolidated Indebtedness




$
17,473,760Our Share of Consolidated Indebtedness




$
17,206,280Joint Venture Indebtedness:Secured Indebtedness:Ami Premium Outlets


2.09
%
$
136,655
(26)
$
10,513


09/25/23Atrium at Chestnut Hill


6.89
%

42,975


3,880


03/11/31Auburn Mall


6.02
%

41,881


3,027


09/01/20Aventura Mall


5.91
%

430,000


25,392
(2)

12/11/17Avenues, The


5.29
%

69,689


5,325


04/01/13Busan Premium Outlets


5.70
%  (31)

15,025
(17)

856
(2)

12/28/15California Department Stores


6.53
%

31,300


2,044
(2)

11/01/17Cape Cod Mall


6.80
%

87,225


7,821


03/11/11


38

---



Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES

As of December 31, 2010

(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual
Debt Service (1)

Maturity
DateCircle Centre Mall


5.02
%

69,809


5,165


04/11/13Clay Terrace


5.08
%

115,000


5,842
(2)

10/01/15Cobblestone Court


5.00
%  (28)

2,356


431


05/05/12Coconut Point


5.83
%

230,000


13,409
(2)

12/10/16Coddingtown Mall


3.16
%  (1)

14,250


1,059


07/01/14
(3)Crystal Mall


5.62
%

92,611


7,319


09/11/32Dadeland Mall


6.75
%

177,300


15,566


02/11/32Domain Residential Phase II


2.26
%  (1)

36,569


827
(2)

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


2.26
%  (1)

3,657


83
(2)

11/07/11Domain Westin


2.21
%  (1)

39,570


875
(2)

10/15/13
(3)Eastland Mall


5.79
%

168,000


9,734
(2)

06/01/16Emerald Square Mall


5.13
%

126,640


9,479


03/01/13Empire Mall


5.79
%

176,300


10,215
(2)

06/01/16Fashion Centre Pentagon Retail


6.63
%

146,453


12,838


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


5.50
%  (30)

40,000


2,200
(2)

10/01/12
(3)Fashion Valley Mall


4.30
%

475,000


20,425
(2)

01/04/21Firewheel Residential


5.91
%

22,931


1,635


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


5.25
%

373,704


24,849


09/05/20Gaitway Plaza


4.60
%

13,900


640
(2)

07/01/15Galleria Commerciali Italia  Facility A


5.37
%  (16)

301,592


21,531


12/22/11Galleria Commerciali Italia  Facility B


5.85
%  (16)

299,087


22,566


12/22/11Galleria Commerciali Italia  Catania


1.74
%  (16)

92,931


1,614
(2)

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


5.38
%  (16)

96,997


6,719


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


1.76
%  (16)

68,003


1,881


03/31/15Galleria Commerciali Italia  Giugliano A


4.77
%  (16)

35,783


1,708
(2)

10/20/13Galleria Commerciali Italia  Giugliano B


4.78
%  (16)

32,401


2,433


10/20/13Galleria Commerciali Italia  Giugliano C


5.19
%  (16)

13,041


1,511


10/20/13Granite Run Mall


5.83
%

114,963


8,622


06/01/16Greendale Mall


6.00
%

45,000


2,699
(2)

10/01/16Gotemba Premium Outlets  Fixed


1.57
%

58,811
(26)

12,348


10/25/14Gotemba Premium Outlets  Variable


0.63
%  (12)

7,800
(26)

1,349


05/31/12Hamilton Town Center


1.86
%  (1)

95,283


1,773
(2)

05/29/12
(3)Houston Galleria  1


5.44
%

643,583


34,985
(2)

12/01/15Houston Galleria  2


5.44
%

177,417


9,644
(2)

12/01/15Indian River Commons


5.21
%

9,494


637


11/01/14Indian River Mall


5.21
%

64,325


4,313


11/01/14King of Prussia Mall  1


7.49
%

112,899


23,183


01/01/17King of Prussia Mall  2


8.53
%

7,976


1,685


01/01/17Kobe Sanda Premium Outlets  Fixed


1.49
%

23,142
(26)

3,937


01/31/14Kobe Sanda Premium Outlets  Variable


0.89
%  (12)

58,009
(26)

7,628


01/31/14Lehigh Valley Mall


5.88
%

139,280


9,943


07/05/20Liberty Tree Mall


5.22
%

35,000


1,827
(2)

10/11/13Mall at Rockingham


5.61
%

260,000


14,586
(2)

03/10/17Mall of New Hampshire


6.23
%

133,085


10,079


10/05/15Mesa Mall


5.79
%

87,250


5,055
(2)

06/01/16Miami International Mall


5.35
%

91,592


6,533


10/01/13Northshore Mall


5.03
%

198,255


13,566


03/11/34Paju Premium Outlets


5.92
%  (31)

50,578
(17)

2,994
(2)

04/01/13Plaza at Buckland Hills, The


4.60
%

24,800


1,142
(2)

07/01/15Quaker Bridge Mall


7.03
%

17,644


2,407


04/01/16Ridgewood Court


4.60
%

14,650


674
(2)

07/01/15Rinku Premium Outlets


1.85
%

27,913
(26)

8,108


11/25/14


39

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Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES

As of December 31, 2010

(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual
Debt Service (1)

Maturity
DateRushmore Mall


5.79
%

94,000


5,446
(2)

06/01/16Sano Premium Outlets


0.52
%  (12)

42,033
(26)

20,436


05/31/18Seminole Towne Center


3.26
%  (22)

66,560


4,871


08/09/11Sendai Premium Outlets


0.48
%  (12)

37,283
(26)

4,660


10/31/18Shops at Sunset Place, The


5.62
%

78,648


5,892


09/01/20Smith Haven Mall


5.16
%

180,000


9,283
(2)

03/01/16Solomon Pond


3.97
%

104,947


6,505


08/01/13Source, The


6.65
%

124,000


8,246
(2)

01/31/11Southern Hills Mall


5.79
%

101,500


5,881
(2)

06/01/16SouthPark Residential


3.01
%  (1)

21,111


636
(2)

02/23/13Springfield Mall


4.77
%  (11)

67,000


3,194
(2)

11/30/15Square One


6.73
%

84,395


7,380


03/11/12St. Johns Town Center


5.06
%

168,456


11,026


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


5.50
%  (11)

77,500


4,266
(2)

05/10/15
(3)Toki Premium Outlets  Fixed


1.80
%

8,830
(26)

2,869


10/31/11Toki Premium Outlets  Variable


1.14
%  (12)

16,216
(26)

2,093


04/30/15Tosu Premium Outlets  Fixed


1.50
%

6,298
(26)

2,396


08/24/13Tosu Premium Outlets  Variable


0.63
%  (12)

10,302
(26)

1,536


01/31/12Valley Mall


5.83
%

44,646


3,357


06/01/16Village Park Plaza


4.60
%

29,850


1,374
(2)

07/01/15West Town Corners


4.60
%

18,800


865
(2)

07/01/15West Town Mall


6.34
%

210,000


13,309
(2)

12/01/17Westchester, The


6.00
%

372,347


26,980


05/05/20Whitehall Mall


7.00
%

11,712


1,149


11/01/18Yeoju Premium Outlets


6.20
%  (31)

4,419
(17)

274
(2)

07/31/12Total Joint Venture Secured Indebtedness at Face Amounts




$
8,598,237Mills Indebtedness at Face Amounts (detail in The Mills Limited Partnership Summary)




$
2,810,565Total Joint Venture and Mills Indebtedness at Face Amounts




$
11,408,802Net Premium on Indebtedness





10,777Net Discount on Indebtedness





(895
)Total Joint Venture Indebtedness




$
11,418,684Our Share of Joint Venture Indebtedness




$
6,562,500
(23)Mills Indebtedness:Secured Indebtedness:Arizona Mills


5.76
%

174,006


12,268


07/01/20Arundel Marketplace


5.92
%

11,187


884


01/01/14Arundel Mills


6.14
%

383,314


28,116


08/01/14Block at Orange


6.25
%

220,000


13,753
(2)

10/01/14Briarwood Mall


7.50
%

118,006


10,641


11/30/16Colorado Mills


2.04
%  (18)

153,574


3,134
(2)

11/12/11Concord Marketplace


5.76
%

13,023


972


02/01/14Concord Mills Mall


6.13
%

160,891


13,208


12/07/12Del Amo Fashion Center


1.76
%  (1)

307,753


5,418
(2)

01/23/13
(3)Denver West Village


8.15
%

21,404


2,153


10/01/11Discover Mills  1


7.32
%

23,700


1,735
(2)

12/11/11


40

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Table of Contents

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES

As of December 31, 2010

(Dollars in thousands)

Property Name

Interest
Rate

Face
Amount

Annual
Debt Service (1)

Maturity
DateDiscover Mills  2


6.08
%

135,000


8,212
(2)

12/11/11Dover Mall & Commons


2.21
%  (29)

83,756
(35)

1,852
(2)

02/01/12
(3)Esplanade, The


2.21
%  (29)

75,136
(35)

1,661
(2)

02/01/12
(3)Falls, The


7.50
%

114,072


10,287


11/30/16Franklin Mills


5.65
%

290,000


16,385
(2)

06/01/17Galleria at White Plains


2.21
%  (29)

125,566
(35)

2,776
(2)

02/01/12
(3)Grapevine Mills


5.91
%  (38)

270,000


15,945
(2)

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


6.01
%

270,000


16,227
(2)

08/28/15
(3)Gurnee Mills


5.77
%

321,000


18,512
(2)

07/01/17Hilltop Mall


4.99
%

64,350


3,211
(2)

07/08/12Katy Mills


6.69
%

141,055


12,207


01/09/13Lakeforest Mall


4.90
%

140,061


8,978


07/08/13
(3)Liberty Plaza


5.68
%

43,000


2,442
(2)

06/01/17Mall at Tuttle Crossing


5.05
%

112,625


7,774


11/05/13Marley Station


4.89
%

114,400


5,595
(2)

07/01/12Meadowood Mall


1.13
%  (27)

140,114


1,584
(2)

01/09/12Mills Senior Loan Facility


1.51
%  (1)

655,000


9,895
(2)

06/07/12
(3)Net Leases II


9.35
%

20,873


1,952
(2)

01/10/23Northpark Mall  Mills


2.21
%  (29)

105,543
(35)

2,333
(2)

02/01/12
(3)Ontario Mills


4.98
%  (11)

175,000


8,718
(2)

12/05/13
(3)Opry Mills


6.16
%

280,000


17,248
(2)

10/10/14Potomac Mills


5.83
%

410,000


23,901
(2)

07/11/17Sawgrass Mills


5.82
%

820,000


47,724
(2)

07/01/14Shops at Riverside, The


1.06
%  (1)

138,000


1,464
(2)

11/14/11Southdale Center


5.18
%

157,354


10,430


04/01/13
(3)Southridge Mall


5.23
%

124,000


6,489
(2)

04/01/12St. Louis Mills


6.39
%

90,000


5,751
(2)

01/08/12Stoneridge Shopping Center


7.50
%

226,522


19,214


11/30/16Total Mills Secured Indebtedness




$
7,229,285Unsecured Indebtedness:TMLP Trust Preferred Unsecured Securities


7.38
%

100,000


7,375
(2)

03/30/36
(19)Total Mills Unsecured Indebtedness




$
100,000Total Mills Indebtedness at Face Amounts




$
7,329,285Our Share of Mills Indebtedness




$
2,810,565


(Footnotes on following page)

41

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Table of Contents

(Footnotes for preceding pages)

42

---



Table of Contents

The
changes in consolidated mortgages and other indebtedness for the years ended December 31, 2010, 2009, 2008 are as follows:

2010

2009

2008Balance, Beginning of Year

$
18,630,302

$
18,042,532

$
17,218,674Additions during period:New Loan Originations


3,709,910


2,073,874


1,833,677Loans assumed in acquisitions


1,241,907





Net Premium


4,360


3,162


(7,192
)Deductions during period:Loan Retirements


(6,053,631
)

(1,427,858
)

(930,818
)Amortization of Net Premiums


(9,066
)

(10,627
)

(14,611
)Scheduled Principal Amortization


(50,022
)

(50,781
)

(57,198
)Balance, Close of Year

$
17,473,760

$
18,630,302

$
18,042,532


Item 3.    Legal Proceedings

We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our
business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. 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.    [Removed and Reserved.]

43

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Table of Contents

Part II

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



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

Declared Distributions20091st Quarter

$
0.902nd Quarter


0.603rd Quarter


0.604th Quarter


0.6020101st Quarter

$
0.602nd Quarter


0.603rd Quarter


0.604th Quarter


0.80




The number of holders of record of units was 266 as of February 25, 2011.



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

On
February 3, 2011, Simon Property's Board of Directors approved a quarterly common stock dividend of $0.80 per share, payable all in cash. The distribution rate on our units is
equal to the dividend rate on Simon Property's common stock. Distributions during 2010 aggregated $2.60 per unit and were paid entirely in cash. Distributions during 2009, which aggregated to $2.70
per unit, were paid in a combination of cash and units.



We did not issue any equity securities that were not required to be registered under the Securities Act of 1933, as amended, during the
fourth quarter of 2010.



Holders of the Series I preferred units had the right to convert their Series I preferred units into units or exchange
the preferred units for shares of Simon Property's Series I 6% Convertible Perpetual Preferred Stock from March 31, 2010 until the date the Series I preferred units were redeemed.
The conversion right resulted from the closing sale price of Simon Property's common stock exceeding the applicable trigger price per share for a period of 20 trading days in the last 30 trading days
of the prior quarter. Each Series I preferred unit was convertible into units at a conversion ratio of .847495.

On
March 17, 2010, we announced that we would redeem all of the outstanding Series I preferred units on April 16, 2010. The redemption price was equal to the
liquidation value per unit plus accumulated and unpaid distributions through the redemption date or $50.4917 per unit.

Through
the redemption date of April 16, 2010, we issued 6,670,589 units as a result of the conversion of 7,871,276 Series I preferred units. In addition, we issued
862,292 units to limited partners, as a result of the conversion of 1,017,480 Series I preferred units at a conversion ratio of .847495.

44

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Table of Contents

Item 6.    Selected Financial Data

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

As of or for the Year Ended December 31,2010

2009

2008

2007

2006(in thousands, except per unit data)OPERATING DATA:Total consolidated revenue

$
3,957,630

$
3,775,216

$
3,783,155

$
3,650,799

$
3,332,154Consolidated income from continuing operations


753,514


387,262


599,560


674,605


729,727Net income attributable to unitholders

$
733,945

$
343,572

$
529,726

$
549,678

$
614,911BASIC EARNINGS PER UNIT:Income from continuing operations

$
2.10

$
1.06

$
1.88

$
2.09

$
2.20Discontinued operations











(0.13
)

Net income attributable to unitholders

$
2.10

$
1.06

$
1.88

$
1.96

$
2.20Weighted average units outstanding


349,976


324,102


282,508


281,035


279,567DILUTED EARNINGS PER UNIT:Income from continuing operations

$
2.10

$
1.05

$
1.87

$
2.08

$
2.19Discontinued operations











(0.13
)

Net income attributable to unitholders

$
2.10

$
1.05

$
1.87

$
1.95

$
2.19Diluted weighted average units outstanding


350,250


325,764


283,059


281,813


280,471Distributions per unit (1)

$
2.60

$
2.70

$
3.60

$
3.36

$
3.04BALANCE SHEET DATA:Cash and cash equivalents

$
796,718

$
3,957,718

$
773,544

$
501,982

$
929,360Total assets


24,857,429


25,948,266


23,422,749


23,442,466


22,003,173Mortgages and other indebtedness


17,473,760


18,630,302


18,042,532


17,218,674


15,394,489Total equity

$
5,633,752

$
5,182,962

$
3,101,967

$
3,414,612

$
4,040,676OTHER DATA:Cash flow provided by (used in):Operating activities

$
1,755,210

$
1,720,520

$
1,635,887

$
1,559,432

$
1,316,148Investing activities


(1,246,695
)

(418,991
)

(1,022,275
)

(2,049,576
)

(607,432
)Financing activities

$
(3,669,515
)
$
1,882,645

$
(342,050
)
$
62,766

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


1.45x


1.30x


1.46x


1.53x


1.73x


Notes (1)Represents distributions on units declared per period.


45

---



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.

Overview

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

We
own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlets®, The Mills®, and community/lifestyle
centers. As of December 31, 2010, we owned or held an interest in 338 income-producing properties in the United States, which consisted of 161 regional malls, 58 Premium Outlets, 66
community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition, and 17 other shopping centers or outlet centers in 41 states and Puerto
Rico. Of the 36 properties acquired in the Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. Internationally, as of December 31,
2010, we had ownership interests in 45 European shopping centers in Italy, eight Premium Outlets in Japan, one Premium Outlet in Mexico, and one Premium Outlet in South Korea. On
July 15, 2010, we and our joint venture partner sold our collective interests in Simon Ivanhoe S.à.r.l., or Simon Ivanhoe, which owned seven shopping centers located in France
and Poland.

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



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

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



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



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

46

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Table of Contents

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

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



Results Overview

Diluted earnings per unit of limited partnership interest, or units, increased from $1.05 in 2009 to $2.10 in 2010. Significant factors
contributing to the year-over-year change included:



Core
business fundamentals during 2010 improved from the difficult economic environment that existed during 2009. Comparable sales per square foot, or psf, increased to $494 psf, or
9.3%, for our regional malls and Premium Outlets. Average base rents increased 1.0% to $38.87 psf as of December 31, 2010, from $38.47 psf as of December 31, 2009. Leasing spreads
remained positive as we were able to lease available square feet at higher rents than the expiring rental rates resulting in a leasing spread of $1.15 psf as of December 31, 2010, representing
a 3.0% increase over expiring rents. Occupancy was 94.2% as of December 31, 2010, as compared to 93.4% as of December 31, 2009, an increase of 80 basis points.

Internationally,
on July 15, 2010, we and our partner in Simon Ivanhoe, Ivanhoe Cambridge, Inc., or Ivanhoe Cambridge, sold our collective interests in Simon Ivanhoe which
owned seven shopping centers located in France and Poland to Unibail-Rodamco. The joint venture partners received net consideration of €422.5 million for their interests after
the repayment of all joint venture debt, subject to certain post-closing adjustments. Our share of the gain on sale of our interests in Simon Ivanhoe was approximately $281 million.
A portion of the proceeds was used to repay the €167.4 million (approximately $215 million) principal balance on the Euro-denominated tranche of our
$3.9 billion unsecured revolving credit facility, or the Credit Facility.

47

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Table of Contents

Our effective overall borrowing rate at December 31, 2010 decreased four basis points to 5.58% as compared to 5.62% at December 31, 2009. This
decrease was primarily due to a $1.3 billion decrease in our portfolio of fixed rate debt ($14.8 billion at December 31, 2010 as compared to $16.1 billion at
December 31, 2009) partially offset by an increase in the effective overall borrowing rate on variable rate debt of 74 basis points (1.93% at December 31, 2010 as compared to 1.19% at
December 31, 2009). The 74 basis point increase was a result of increased borrowing spreads and LIBOR floors. At December 31, 2010, the weighted average years to maturity of our
consolidated indebtedness was approximately 5.9 years as compared to December 31, 2009 of approximately 4.1 years. Our financing activities for the year ended December 31,
2010, included:



48

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Table of Contents

United States Portfolio Data

The portfolio data discussed in this overview includes the following key operating statistics: occupancy; average base rent per square
foot; and comparable sales per square foot for our domestic assets. We include acquired properties in this data beginning in the year of acquisition and remove properties sold in the year disposed.
For comparative purposes, we separate the information below related to community/lifestyle centers, the properties acquired from the Mills Corporation in 2007, or the Mills, from our other U.S.
operations. We also do not include any properties located outside of the United States. The following table sets forth these key operating statistics for:



2010

%/Basis Points
Change(1)

2009

%/Basis Points
Change(1)

2008U.S. Regional Malls and Premium Outlets(2):OccupancyConsolidated


94.8%


+80 bps


94.0%


-50 bps


94.5%Unconsolidated


92.4%


+100 bps


91.4%


-50 bps


91.9%Total Portfolio


94.2%


+80 bps


93.4%


-40 bps


93.8%Average Base Rent per Square FootConsolidated

$
37.39


1.4%

$
36.88


5.8%

$
34.86Unconsolidated

$
43.44


0.6%

$
43.19


2.8%

$
42.03Total Portfolio

$
38.87


1.0%

$
38.47


4.9%

$
36.69Comparable Sales per Square FootConsolidated

$
483


9.3%

$
442


(5.6%
)
$
468Unconsolidated

$
530


9.7%

$
483


(7.6%

$
523Total Portfolio

$
494


9.3%

$
452


(5.8%
)
$
480The Mills®:Occupancy


93.7%


-20 bps


93.9%


-60 bps


94.5%Average Base Rent per Square Foot

$
19.86


1.2%

$
19.62


0.6%

$
19.51Comparable Sales per Square Foot

$
391


6.0%

$
369


(0.8%
)
$
372Mills Regional Malls:Occupancy


90.4%


+110 bps


89.3%


190 bps


87.4%Average Base Rent per Square Foot

$
34.97


(1.2%
)
$
35.41


(4.3%
)
$
36.99Comparable Sales per Square Foot

$
408


7.4%

$
380


(9.1%
)
$
418Community/Lifestyle Centers:Occupancy


91.6%


+90 bps


90.7%





90.7%Average Base Rent per Square Foot

$
13.38


(0.5%
)
$
13.45


1.8%

$
13.25
  (1)Percentages
may not recalculate due to rounding. Percentage and basis point changes are representative of the change from the comparable prior period.(2)For
comparative purposes, U.S. Regional Malls and Premium Outlets statistical data do not include the 21 Prime properties. As of December 31, 2010,
Occupancy of these 21 acquired properties was 95.4%, Average Base Rent per Square Foot was $24.75, and Sales per Square Foot were $423.


Occupancy Levels and Average Base Rent per Square Foot.Occupancy and average base rent are based on
gross leasable area, or GLA, owned by us in the
regional malls, all tenants at the Premium Outlets, all tenants in the Mills portfolio, and all tenants at community/lifestyle centers.

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 Premium Outlets and the Mills. 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.

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International Property Data

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

2010

% Change

2009

% Change

2008European Shopping CentersOccupancy


97.2%





95.9%





98.4%Comparable Sales per Square Foot


€388


-3.0%


€400


-2.7%


€411Average Rent per Square Foot


€26.27


-16.4%


€31.41


4.3%


€30.11International Premium Outlets(1)Occupancy


99.8%





99.6%





99.9%Comparable Sales per Square Foot


¥89,139


-5.6%


¥94,468


2.7%


¥92,000Average Rent per Square Foot


¥4,766


1.1%


¥4,714


0.6%


¥4,685


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


Critical Accounting Policies

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



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Results of Operations

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



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, 2010 and 2009 and the years ended December 31, 2009 and 2008, the above transactions are
referred to as the property transactions. In the following discussions of our results of operations, "comparable" refers to properties open and operating throughout both the current and prior year.

During
2010, we disposed of three consolidated properties that had an aggregate carrying value net of any related debt obligations of $0.1 million for aggregate sales proceeds of
$5.8 million, resulting in a net gain of $5.7 million. The gain on disposition of these properties recognized in the consolidated statements of operations and the operating results of
the properties that we sold or disposed of during 2010 were not significant to our consolidated results of operations. The following lists those consolidated properties we disposed of and the date of
disposition:

Property

Date of DispositionCrossroads Mall

March 4, 2010Brightwood Plaza

March 30, 2010Palm Beach Mall

March 31, 2010


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

Property

Date of DispositionKnoxville Commons

November 2, 2009Park Plaza

November 2, 2009Eastland Plaza

October 30, 2009Raleigh Springs Mall

October 15, 2009


In
2008 we had no consolidated property dispositions.

Year Ended December 31, 2010 vs. Year Ended December 31, 2009

Minimum rents increased $112.7 million during the 2010 period, due to a $80.9 million increase attributable to the
property transactions and an increase in comparable rents of $31.8 million, or 1.4%. The increase in comparable minimum rents was primarily attributable to a $33.8 million increase in
base minimum rents and a $6.5 million increase in comparable rents from carts, kiosks, and other temporary tenants, partially offset by a $4.8 million decline in the fair market value of
in-place lease amortization and a $3.7 million decrease in straight-line rents. Overage rents increased $25.7 million, or 30.3%, as a result of an increase in
tenant sales for the period as compared to the prior year.

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Tenant
reimbursements increased $21.6 million, due to a $24.5 million increase attributable to the property transactions, offset by a $2.9 million, or 0.3%,
decrease in the comparable properties as a result of a decrease in expenditures allocable to tenants paying common area maintenance on a proportionate basis.

Total
other income increased $25.3 million, principally as a result of the result of the following:



Property
operating expenses decreased $11.4 million, or 2.69%, primarily related to lower costs resulting from our cost control and cost reduction initiatives and generally lower
cost of utilities. An increase in property operating expenses in the fourth quarter related to the Prime properties was offset by more favorable claims experience by our captive insurance
subsidiaries.

Depreciation
and amortization expense decreased $14.8 million due to the impact of the acceleration of depreciation in 2009 for certain properties scheduled for redevelopment,
offset by an increase in 2010 of $52.7 million related to the acquisition of the Prime properties and an increase related to openings and expansion activity.

The
provision for credit losses decreased $19.5 million due to a reduction in the number of tenants in default and a decrease in the number of tenants in bankruptcy proceedings
compared to the same period in 2009. We also had strong collections of receivables which we had previously established reserves for due to uncertainty of payment.

During
2010, we incurred $69.0 million in transaction expenses related to acquisitions, potential acquisitions, and the settlement of a transaction related dispute.

Interest
expense increased $35.0 million primarily related to our issuance of unsecured notes totaling $3.2 billion in 2010 and $1.8 billion during 2009 and the
result of new or refinanced debt at several properties including debt associated with the Prime acquisition, offset by the purchase of unsecured notes in the January and August 2010 tender offers and
mortgage loans which we repaid during the 2010 period.

During
2010, we incurred a loss on extinguishment of debt of $350.7 million related to the two unsecured note tender offers.

Income
tax expense (benefit) of taxable REIT subsidiaries increased $7.0 million due to the recognition of a $5.8 million tax benefit in 2009 related to the adjustment of
the carrying value of our investment in an unconsolidated non-retail real estate entity.

Income
from unconsolidated entities increased $35.7 million primarily due to favorable results of operations over the prior period, the sale of a non-retail building
in 2010, a property opening and expansion in Japan, a decrease in the provision for credit losses and interest savings, partially offset by the negative impact to operations of the flood at Opry
Mills.

In
2010, we recognized an $8.2 million impairment charge from an investment in an unconsolidated entity representing the impact of an impairment recorded on an investment
property in Italy.

In
2010, we recorded a gain upon acquisition of a controlling interest and on the sale of interests in unconsolidated entities of $321.0 million primarily due to our share of the
gain on the sale of our interest in Simon Ivanhoe, the gain on the acquisition of a controlling interest in a regional mall previously accounted for under the equity method and the gain on sale of
Porta di Roma by GCI.

Preferred
unit distribution requirements decreased $29.3 million as a result of the conversion and redemption of the remaining 6% Series I Convertible Perpetual Preferred
Units, or Series I preferred units, to units or cash during 2010 and 2009.

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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 11.6% of our total consolidated debt at December 31, 2010. 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 $2.0 billion during 2010. In addition, our Credit Facility provides an alternative source of liquidity as our cash needs vary from time to
time.

Our
balance of cash and cash equivalents decreased $3.2 billion during 2010 to $0.8 billion as of December 31, 2010. December 31, 2010 and 2009 balances
include $55.3 million and $38.1 million, respectively, related to our co-branded gift card programs, which we do not consider available for general working capital purposes.

On
December 31, 2010, we had available borrowing capacity of approximately $3.0 billion under the Credit Facility, net of outstanding borrowings of $858.6 million
and letters of credit of $33.3 million. For the year ended December 31, 2010, the maximum amount outstanding under the Credit Facility was $862.2 million and the weighted average
amount outstanding was approximately $580.4 million. The weighted average interest rate was 2.20% for the year ended December 31, 2010.

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

Our
business model requires us to regularly access the debt and equity capital markets to raise funds for acquisition and development activity, redevelopment capital, and to refinance
maturing debt. We believe we have sufficient cash on hand and availability under our Credit Facility to address our debt maturities and capital needs through 2011.

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As discussed further in "Financing and Debt" below, we conducted two cash tender offers for several outstanding series of unsecured notes during 2010. On
January 12, 2010, we commenced a tender offer to purchase ten outstanding series of notes. We subsequently purchased $2.3 billion of notes on January 26, 2010. The purchase of the
notes was primarily funded with proceeds from the sale of $2.25 billion of senior unsecured notes issued on January 25, 2010. Additionally, on August 9, 2010, we commenced a
tender offer to purchase three outstanding series of notes. We subsequently purchased $1.33 billion of tendered notes on August 17, 2010. The purchase of the notes was primarily funded
with proceeds from the sale of $900.0 million of senior unsecured notes issued on August 16, 2010. As a result of the tenders, we extended the weighted average duration of our senior
unsecured notes portfolio from 6.8 years to 7.5 years and slightly decreased the weighted average interest rate.



As part of the Mills acquisition in 2007, we made loans to SPG-FCM and the Mills which were used by SPG-FCM and
Mills to repay loans and other obligations of Mills. As of December 31, 2010 and 2009, the outstanding balance of our remaining loan to SPG-FCM was $651.0 million and
$632.0 million, respectively. During 2010, 2009 and 2008, we recorded approximately $9.9 million, $9.3 million and $15.3 million in interest income (net of inter-entity
eliminations) related to this loan, respectively. We also recorded fee income, including fee income amortization related to up-front fees on those loans during 2010, 2009 and 2008 of
approximately $0.9 million, $3.7 million and $3.1 million (net of inter-entity eliminations), respectively, for providing refinancing services to Mills' properties and
SPG-FCM. The loan bears interest at a rate of LIBOR plus 275 basis points and matures on June 8, 2011, and can be extended for one year.

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 $2.0 billion
during 2010. In addition, we had net repayments from our debt financing and repayment activities in 2010 of $2.4 billion and an additional $350.7 million primarily related to premiums
paid to par as a result of the cash tender offers for our senior notes. These activities are further discussed below in "Financing and Debt". Also during 2010, we:



In
general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to
partners necessary to maintain Simon 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:



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We
expect to generate positive cash flow from operations in 2011, 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 have been and continue to be under some degree of economic stress. A significant deterioration in projected cash flows from operations could cause us to increase our
reliance on available funds from our Credit Facility, curtail planned capital expenditures, or seek other additional sources of financing as discussed above.



Our unsecured debt at December 31, 2010 consisted of approximately $10.0 billion of our senior unsecured notes of and
$858.6 million outstanding under our Credit Facility. The Credit Facility has a borrowing capacity of $3.9 billion and contains an accordion feature allowing the maximum borrowing
capacity to expand to $4.0 billion. The Credit Facility matures on March 31, 2013. The base interest on the Credit Facility is LIBOR plus 210 basis points and includes a facility fee of
40 basis points. The Credit Facility also includes a money market competitive bid feature, which allows participating lenders to bid on amounts outstanding at then current market rates of interest for
up to 50% of amounts available under the facility. As of December 31, 2010, we are in compliance with all of the covenants of our unsecured debt.

During
the year ended December 31, 2010, our borrowings under the Credit Facility increased primarily as a result of the Prime acquisition partially offset by the repayment of
€167.4 million (approximately $215 million) principal balance on the Euro-denominated tranche of our Credit Facility on July 23, 2010. The total
outstanding balance of the Credit Facility as of December 31, 2010 was $858.6 million, and the maximum outstanding balance during the year ended December 31, 2010 was
$862.2 million. During the year ended December 31, 2010, the weighted average outstanding balance on the Credit Facility was approximately $580.4 million. The outstanding balance
as of December 31, 2010 includes $273.6 million (U.S. dollar equivalent) of Yen-denominated borrowings.

On
January 12, 2010, we commenced a cash tender offer for any and all senior unsecured notes of ten outstanding series with maturity dates ranging from January 2011 to March
2013. The total principal amount of the notes accepted for purchase on January 26, 2010 was approximately $2.3 billion, with a weighted average duration of 2.0 years and a
weighted average coupon of 5.76%. We purchased the tendered notes with cash on hand and the proceeds from an offering of $2.25 billion of senior unsecured notes that closed on
January 25, 2010. The senior notes offering was comprised of $400.0 million of 4.20% notes due 2015, $1.25 billion of 5.65% notes due 2020 and $600.0 million of 6.75% notes
due 2040. The weighted average duration of the notes offering was 14.4 years and the weighted average coupon was 5.69%. We recorded a $165.6 million charge to earnings in the first
quarter of 2010 as a result of the tender offer.

On
March 18, 2010, we repaid a $300.0 million senior unsecured note which had a fixed rate of 4.875%.

On
June 15, 2010, we repaid a $400.0 million senior unsecured note which had a fixed rate of 4.60%.

On
August 9, 2010, we commenced a cash tender offer for any and all senior unsecured notes of three outstanding series with maturity dates ranging from May 2013 to August 2014.
The total principal amount of the notes accepted for purchase on August 17, 2010 was approximately $1.33 billion, with a weighted average duration of 3.5 years and a weighted
average coupon of 6.06%. We purchased the tendered notes with cash on hand and the proceeds from an offering of $900.0 million of 4.375% senior unsecured notes that closed on August 16,
2010. The senior notes are due on March 1, 2021. We recorded a $185.1 million charge to earnings in the third quarter of 2010 as a result of the tender offer.

On
August 16, 2010, we repaid a $400.0 million senior unsecured note which had a fixed rate of 4.875%.



Total secured indebtedness was $6.6 billion at December 31, 2010 and 2009. During the year ended December 31,
2010, we unencumbered five properties by repaying $1.1 billion in mortgage loans with a weighted average interest rate of 4.35%.

On
May 13, 2010, we acquired a property located in Barceloneta, Puerto Rico from Prime subject to an existing $75.2 million mortgage loan. The loan matures on
May 1, 2014 and bears interest at LIBOR plus 225 basis points with a LIBOR floor of 1.50%.

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On
August 30, 2010, we completed our acquisition of Prime and assumed existing mortgage loans of approximately $1.2 billion which bear interest at fixed rates ranging from
5.51% and 6.01% and mature at various dates throughout 2016.



Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of
December 31, 2010, and 2009, consisted of the following (dollars in thousands):

Debt Subject to

Adjusted Balance
as of
December 31,
2010

Effective
Weighted
Average
Interest Rate

Adjusted Balance
as of
December 31,
2009

Effective
Weighted
Average
Interest RateFixed Rate

$
15,471,545


6.05%

$
16,814,240


6.10%Variable Rate


2,002,215


1.93%


1,816,062


1.19%$
17,473,760


5.58%

$
18,630,302


5.62%


As
of December 31, 2010, we had $692.5 million of notional amount fixed rate swap agreements that have a weighted average fixed pay rate of 2.79% and a weighted average
variable receive rate of 0.51%. As of December 31, 2010, the net effect of these agreements effectively converted $692.5 million of variable rate debt to fixed rate debt.

Contractual Obligations and Off-balance Sheet Arrangements:In regards to long-term debt arrangements,
the following table
summarizes the material aspects of these future obligations on our consolidated indebtedness as of December 31, 2010, and subsequent years thereafter (dollars in thousands) assuming the
obligations remain outstanding through initial maturities:

2011

2012 to 2013

2014 to 2016

After 2016

TotalLong Term Debt(1)

$
895,575

$
4,129,255

$
6,575,971

$
5,867,931

$
17,468,732Interest Payments(2)


946,503


1,671,292


1,775,136


1,726,473


6,119,404Consolidated Capital Expenditure Commitments


24,361


62,429








86,790Consolidated Ground Lease Commitments(3)


25,717


52,187


80,481


913,332


1,071,717


(1)Represents
principal maturities only and therefore, excludes net premiums of $5,028.(2)Variable
rate interest payments are estimated based on the LIBOR rate at December 31, 2010.(3)Represents
only the minimum non-cancellable lease period, excluding applicable lease extension and renewal options.


Our
off-balance sheet arrangements consist primarily of our investments in joint ventures which are common in the real estate industry and are described in Note 7 of
the notes to the accompanying financial statements. Our joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The
joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their
affiliates expressly guarantee the joint venture debt. As of December 31, 2010, we had guaranteed $60.7 million of the total joint venture related mortgage or other indebtedness of
$6.6 billion then outstanding. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or
partner loans, although such fundings are not required contractually or otherwise.



Holders of the Series I preferred units had the right to convert their Series I preferred units into units or exchange
the preferred units for shares of Simon Property's Series I 6% Convertible Perpetual Preferred Stock from March 31, 2010 until the date the Series I preferred units were redeemed.
The conversion right resulted from the closing sale price of Simon Property's common stock exceeding the applicable trigger price per share for a period of 20 trading days in the last 30 trading days
of the prior quarter. Each Series I preferred unit was convertible into units at a conversion ratio of .847495.

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On
April 16, 2010, we redeemed all of the outstanding Series I preferred units. The redemption price was equal to the liquidation value per unit plus accumulated and
unpaid distributions through the redemption date or $50.4917 per unit.

Through
the redemption date, we issued 6,670,589 units as a result of the conversion of 7,871,276 Series I preferred units. In addition, we issued 862,292 units to limited
partners as a result of the conversion of 1,017,480 Series I preferred units at a conversion ratio of .847495.



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 (subject to any applicable lock up or similar restrictions). If we
determine it is in our unitholders' best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows,
then we may initiate these provisions or elect to buy. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in
development, redevelopment, or expansion opportunities.

Acquisitions.During 2010, we acquired a controlling interest in a regional mall which resulted in a
remeasurement of our previously held equity
interest to fair value and corresponding gain of approximately $13.0 million. This gain is included in gain (loss) upon acquisition of controlling interest and on sale or disposal of assets and
interests in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income.

On
May 28, 2010, we acquired an additional interest of approximately 19% in Houston Galleria, located in Houston, Texas thereby increasing our interest from 31.5% to 50.4%.

On
August 30, 2010, we completed our previously announced transaction to acquire 21 outlet centers from Prime, including a center located in Puerto Rico, which was acquired on
May 13, 2010. The transaction was valued at approximately $2.3 billion, including the assumption of existing mortgage indebtedness of $1.2 billion and the repayment of
$310.7 million of preexisting mortgage loans at closing.

We
paid consideration comprised of 80% cash and 20% in units. We issued approximately 1.7 million units with an issuance date fair value of approximately $154.5 million.
We funded the cash portion of this acquisition through draws on our Credit Facility.

Dispositions.We continue to pursue the disposition of properties that no longer meet our strategic
criteria or that are not the primary retail venue
within their trade area. During 2010, we disposed of one regional mall, one community center, two other retail properties, and our interest in eight international joint venture properties for an
aggregate net gain of $308.1 million.



New Domestic Developments.During 2010, we began construction on Merrimack Premium Outlets located in
Merrimack, New Hampshire. This new center,
which will be wholly owned by us, is expected to open in the first half of 2012. The estimated cost of this project is $138 million, and the carrying amount of the construction in progress as
of December 31, 2010 was $37.6 million. Other than this project, our share of other 2010 new developments was not significant.

Domestic Expansions and Renovations.In addition to new development, we incur costs related to
construction for significant renovation and expansion
projects at our properties. In 2011 we expect to reinstitute our redevelopment and expansion initiatives which were previously reduced given the downturn in the economy. We expect our share of
development costs for 2011 related to renovation or expansion initiatives to be approximately $350 million. We expect to fund these capital projects with cash flows from operations.

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

2010

2009

2008New Developments and Other

$
39

$
160

$
327Renovations and Expansions


96


159


432Tenant Allowances


103


43


72Operational Capital Expenditures


18


14


43Total

$
256

$
376

$
874


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 Outlets in Japan and South Korea where we use Yen
and Won denominated financing, respectively. Currently, our consolidated net income exposure to changes in the volatility of the Euro, Yen, Won, Peso and other foreign currencies is not material. We
expect our share of international development costs for 2011 will be approximately $90 million, primarily funded through reinvested joint venture cash flow and construction loans.

In
March 2010, two European developments opened, adding approximately 942,000 square feet of GLA for a total net cost of approximately €221 million, of which our
share was approximately €53 million, or $64.8 million based on applicable Euro:USD exchange rates. Although we sold our joint venture interest in Simon Ivanhoe, we and
Ivanhoe Cambridge have the right to participate with Unibail-Rodamco in the potential development of up to five new retail projects in the Simon Ivanhoe pipeline, subject to customary approval rights.
We will own a 25% interest in any of these projects in which we agree to participate.

On
July 14, 2010 Toki Premium Outlets Phase III, a 62,000 square foot expansion to the Toki Premium Outlet located in Toki, Japan, opened to the public. Currently Tosu
Premium Outlets Phase III, a 52,000 square foot expansion to the Tosu Premium Outlet located in Fukuoka, Japan, is under construction. The combined projected net cost of these projects is JPY
5.3 billion, of which our share is approximately JPY 2.1 billion, or $25.8 million based on applicable Yen:USD exchange rates.

Paju
Premium Outlets, a 328,000 square foot center located in Seoul, South Korea, is under construction. The projected net cost of this project is KRW 121.2 billion, of which our
share is approximately KRW 60.6 billion, or $53.6 million based on applicable KRW:USD exchange rates.

We
have a 50% joint venture investment in Malaysia. Currently, Johor Premium Outlets, a 173,000 square foot center located in Johor, Malaysia is under construction. The projected net
cost of this project is MYR 153 million, of which our share is approximately MYR 77 million, or $24.9 million based on applicable MYR:USD exchange rates.

Market Risk

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

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

Our
future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily LIBOR. LIBOR was at historically low
levels during 2010. Based upon consolidated indebtedness and interest rates at December 31, 2010, a 50 basis point increase in the market rates of interest would

60

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Table of Contents

decrease
future earnings and cash flows by approximately $10.0 million, and would decrease the fair value of debt by approximately $374.7 million.

Distributions

Distributions during 2010 aggregated $2.60 per unit and were paid entirely in cash. Distributions during 2009 aggregated $2.70 per unit
and were paid in a combination of cash and units. We must pay a minimum amount of distributions to maintain Simon Property's status as a REIT. Our distributions typically exceed our consolidated net
income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Future distributions will be determined by the Simon Property Board of Directors based
on actual results of operations, cash available for distributions, cash reserves as deemed necessary for capital and operating expenditures, and the amount required to maintain Simon Property's status
as a REIT.

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 this Annual Report on Form 10-K. We may update that discussion in subsequent Quarterly Reports on
Form 10-Q, but otherwise we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or
otherwise.

Item 7A.    Qualitative and Quantitative Disclosure About Market Risk

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

Item 8.    Financial Statements and Supplementary Data

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

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

None.

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Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures.We carried out an evaluation under the supervision and with
participation of Simon Property
management, including the 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, Simon Property management, including the chief
executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2010.

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 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.

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



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

We
assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. 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, 2010, our internal control over financial reporting is effective based on those criteria.

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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, 2010 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,
2010, 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, 2010 and 2009, and the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three
years in the period ended December 31, 2010 of Simon Property Group, L.P. and Subsidiaries, and the financial statement schedule listed in the Index at Item 15, and our report
dated March 11, 2011 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLPIndianapolis, Indiana
March 11, 2011


Item 9B.    Other Information

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

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Part III

Item 10.    Directors, Executive Officers and Corporate Governance

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

Item 11.    Executive Compensation

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

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

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

Item 13.    Certain Relationships and Related Transactions and Director Independence

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

Item 14.    Principal Accountant Fees and Services

The Audit Committee of Simon Property's Board of Directors pre-approves all audit and permissible non-audit
services to be provided by Ernst & Young LLP, or Ernst & Young, 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, 2010 and 2009, respectively:

2010

2009Audit Fees (1)

$
2,465,000

$
2,853,000Audit-Related Fees (2)


4,954,000


5,119,000Tax Fees (3)


351,000


777,000All Other Fees








(1)Audit
Fees include fees for the audit of the financial statements and the effectiveness of internal control over financial reporting for us, Simon Property,
and certain of our subsidiaries and services associated with Securities and Exchange Commission registration statements, periodic reports, and other documents issued in connection with securities
offerings.(2)Audit-Related
Fees include audits of individual properties and schedules of recoverable common area maintenance costs to comply with lender, joint venture
partner or tenant requirements and accounting consultation and due diligence services. Our share of these Audit-Related Fees for the years ended 2010 and 2009 are approximately 47% and 46%,
respectively.(3)Tax
Fees include fees for international and other tax consulting services. Tax Fees also include return compliance services associates with the tax returns
for The Mills Corporation and related subsidiaries and joint ventures. Our share of these fees for 2010 and 2009 is approximately 51% and 75%, respectively.


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Part IV

Item 15.    Exhibits and Financial Statement Schedules



Page No.(1)

Financial StatementsReport of Independent Registered Public Accounting Firm


66Consolidated Balance Sheets as of December 31, 2010 and 2009


67Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008


68Consolidated Statements of Cash Flow for the years ended December 31, 2010, 2009 and 2008


69Consolidated Statements of Equity for the years ended December 31, 2010, 2009 and 2008


70Notes to Consolidated Financial Statements


71(2)

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


104Notes to Schedule III


111(3)

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


112


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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, 2010 and 2009, and the related consolidated
statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2010. 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, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, 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, 2010, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated March 11, 2011, expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLPIndianapolis, Indiana
March 11, 2011


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

December 31,
2010

December 31,
2009ASSETS:Investment properties, at cost

$
27,508,735

$
25,336,189Less  accumulated depreciation


7,711,304


7,004,53419,797,431


18,331,655Cash and cash equivalents


796,718


3,957,718Tenant receivables and accrued revenue, net


426,736


402,729Investment in unconsolidated entities, at equity


1,390,105


1,468,577Deferred costs and other assets


1,795,439


1,155,587Note receivable from related party


651,000


632,000Total assets

$
24,857,429

$
25,948,266LIABILITIES:Mortgages and other indebtedness

$
17,473,760

$
18,630,302Accounts payable, accrued expenses, intangibles, and deferred revenue


993,738


987,530Cash distributions and losses in partnerships and joint ventures, at equity


485,855


457,754Other liabilities and accrued distributions


184,855


159,345Total liabilities


19,138,208


20,234,931Commitments and contingenciesPreferred units, various series, at liquidation value, and noncontrolling redeemable interests in properties


85,469


530,373EQUITY:Partners' EquityPreferred units, 796,948 units outstanding. Liquidation value of $39,847


45,375


45,704General Partner, 292,961,909 and 285,748,271 units outstanding, respectively


4,785,405


4,412,433Limited Partners, 60,233,424 and 57,804,779 units outstanding, respectively


983,887


892,603Total partners' equity


5,814,667


5,350,740Nonredeemable noncontrolling deficit interests in properties, net


(180,915
)

(167,778
)Total equity


5,633,752


5,182,962Total liabilities and equity

$
24,857,429

$
25,948,266


The accompanying notes are an integral part of these statements.

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

For the Twelve Months Ended
December 31,2010

2009

2008REVENUE:Minimum rent

$
2,429,519

$
2,316,838

$
2,291,919Overage rent


110,621


84,922


100,222Tenant reimbursements


1,083,780


1,062,227


1,065,957Management fees and other revenues


121,207


124,059


132,471Other income


212,503


187,170


192,586Total revenue


3,957,630


3,775,216


3,783,155EXPENSES:Property operating


414,264


425,703


455,874Depreciation and amortization


982,820


997,598


969,477Real estate taxes


345,960


333,957


334,657Repairs and maintenance


102,425


91,736


107,879Advertising and promotion


97,194


93,565


96,783Provision for credit losses


3,130


22,655


24,035Home and regional office costs


109,314


110,048


144,865General and administrative


21,267


18,124


20,987Impairment charge





197,353


16,489Transaction expenses


68,972


5,697


Other


68,045


72,088


69,061Total operating expenses


2,213,391


2,368,524


2,240,107OPERATING INCOME


1,744,239


1,406,692


1,543,048Interest expense


(1,027,091
)

(992,065
)

(947,140
)Loss on extinguishment of debt


(350,688
)




(20,330
)Income tax (expense) benefit of taxable REIT subsidiaries


(1,734
)

5,220


(3,581
)Income from unconsolidated entities


75,921


40,220


32,246Impairment charge from investments in unconsolidated entities


(8,169
)

(42,697
)

(4,683
)Gain (loss) upon acquisition of controlling interest, and on sale or disposal of assets and interests in unconsolidated entities, net


321,036


(30,108
)

Consolidated income from continuing operations


753,514


387,262


599,560Discontinued operations








(25
)CONSOLIDATED NET INCOME


753,514


387,262


599,535Net income attributable to noncontrolling interests


10,640


5,496


11,091Preferred unit requirements


8,929


38,194


58,718NET INCOME ATTRIBUTABLE TO UNITHOLDERS

$
733,945

$
343,572

$
529,726NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:General Partner

$
610,424

$
283,098

$
422,517Limited Partners


123,521


60,474


107,209Net income attributable to unitholders

$
733,945

$
343,572

$
529,726BASIC EARNINGS PER UNITNet income attributable to unitholders

$
2.10

$
1.06

$
1.88DILUTED EARNINGS PER UNITNet income attributable to unitholders

$
2.10

$
1.05

$
1.87Consolidated net income

$
753,514

$
387,262

$
599,535Unrealized gain (loss) on interest rate hedge agreements


28,045


1,509


(50,973
)Net loss on derivative instruments reclassified from accumulated other comprehensive loss into interest expense


(15,769
)

(14,754
)

(3,205
)Currency translation adjustments


(20,590
)

(8,244
)

(6,953
)Changes in available-for-sale securities and other


19,934


224,694


(168,619
)Comprehensive income


765,134


590,467


369,785Comprehensive income attributable to noncontrolling interests


10,640


5,496


11,091Comprehensive income attributable to unitholders

$
754,494

$
584,971

$
358,694


The accompanying notes are an integral part of these statements.

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

For the Twelve Months Ended
December 31,2010

2009

2008CASH FLOWS FROM OPERATING ACTIVITIES:Consolidated net income

$
753,514

$
387,262

$
599,535Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization


1,016,027


1,009,490


956,827Loss on debt extinguishment


350,688





Impairment charges


8,169


240,050


21,172(Gain) loss upon acquisition of controlling interest, and on sale or disposal of assets and interests in unconsolidated entities, net


(321,036
)

30,108


Straight-line rent


(24,487
)

(24,653
)

(33,672
)Equity in income of unconsolidated entities


(75,921
)

(40,220
)

(32,246
)Distributions of income from unconsolidated entities


109,050


105,318


118,665Changes in assets and liabilities Tenant receivables and accrued revenue, net


2,144


37,465


(14,312
)Deferred costs and other assets


(40,388
)

(28,089
)

(21,295
)Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities


(22,550
)

3,789


41,213Net cash provided by operating activities


1,755,210


1,720,520


1,635,887CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions


(976,276
)




Funding of loans to related parties


(29,500
)

(120,000
)

(8,000
)Repayments of loans from related parties


10,500


8,700


35,300Capital expenditures, net


(256,312
)

(376,275
)

(874,286
)Cash from acquisitions and cash impact from the consolidation of properties


27,015





Net proceeds from sale of assets and interest in unconsolidated entities


301,425


33,106


Investments in unconsolidated entities


(193,925
)

(107,204
)

(137,509
)Purchase of marketable and non-marketable securities


(16,157
)

(132,984
)

(355,994
)Sale of marketable securities


26,175


74,116


8,997Purchase of loans held for investment


(433,033
)




Repayments of loans held for investment


37,574





Distributions of capital from unconsolidated entities and other


255,819


201,550


309,217Net cash used in investing activities


(1,246,695
)

(418,991
)

(1,022,275
)CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of units


4,166


1,642,228


11,106Purchase of preferred units and partnership units








(16,009
)Preferred unit redemptions


(10,994
)

(87,689
)

(1,845
)Distributions to noncontrolling interest holders in properties


(24,615
)

(30,706
)

(28,251
)Contributions from noncontrolling interest holders in properties


1,058


2,795


4,005Partnership distributions


(919,443
)

(186,050
)

(1,075,895
)Loss on debt extinguishment


(350,688
)




Mortgage and other indebtedness proceeds, net of transaction costs


3,858,815


3,220,706


4,456,975Mortgage and other indebtedness principal payments


(6,227,814
)

(2,678,639
)

(3,692,136
)Net cash (used in) provided by financing activities


(3,669,515
)

1,882,645


(342,050
)(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


(3,161,000
)

3,184,174


271,562CASH AND CASH EQUIVALENTS, beginning of year


3,957,718


773,544


501,982CASH AND CASH EQUIVALENTS, end of year

$
796,718

$
3,957,718

$
773,544


The accompanying notes are an integral part of these statements.

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

Preferred
Units

Simon Property
(Managing General
Partner)

Limited
Partners

Noncontrolling
interests

Total EquityBalance at December 31, 2007

$
49,184

$
2,783,828

$
722,851

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





11,886








11,886Series J preferred stock premium and amortization


(329
)










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


(184
)




184





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





321,854








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








74,695





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





31,351


(31,351
)




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














-Amortization of stock incentive





28,640








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





(5,834
)

(16,797
)

5,103


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





(23,455
)

23,455





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


(3,531
)

(811,327
)

(205,850
)

(25,753
)

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


3,531


422,517


107,209


11,091


544,348Other comprehensive income (loss)





(183,153
)

(46,597
)




(229,750
)Balance at December 31, 2008

$
48,671

$
2,576,307

$
627,799

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





4,725








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





1,638,340








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


(328
)










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





24,033


(24,033
)




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








2,638





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








38,086





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














-Amortization of stock incentive





22,870








22,870Other


(2,639
)

(5,275
)

624


2,712


(4,578
)Adjustment to limited partners' interest from increased ownership in the Operating Partnership





(171,446
)

171,446





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


(3,337
)

(742,700
)

(159,392
)

(25,176
)

(930,605
)Units issued to common unitholders (11,876,076 units) and limited partners (2,637,341 units)





620,503


133,734





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


3,337


283,098


60,474


5,496


352,405Other comprehensive income (loss)





161,978


41,227





203,205Balance at December 31, 2009

$
45,704

$
4,412,433

$
892,603

$
(167,778
)
$
5,182,962General partner contributions (178,683 units)





5,006








5,006Issuance of limited partner units (1,813,993)








162,987





162,987Series J preferred stock premium and amortization


(329
)










(329
)Series I preferred units (7,871,276 units) converted to common units (6,670,589 units)





393,564








393,564Series I preferred units (1,017,480 units) converted to limited partner common units (862,292 units)








50,874





50,874Limited partner units converted to common units (247,640 units)





3,866


(3,866
)




-Stock incentive program (116,726 units, net)














-Amortization of stock incentive





16,839








16,839Issuance of unit equivalents and other





(10,634
)

10,569


1,058


993Adjustment to limited partners' interest from increased ownership in the Operating Partnership





101,556


(101,556
)




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


(3,337
)

(757,267
)

(153,247
)

(24,835
)

(938,686
)Net income, excluding preferred distributions on temporary equity preferred units of $5,592


3,337


610,424


123,521


10,640


747,922Other comprehensive income (loss)





9,618


2,002





11,620Balance at December 31, 2010

$
45,375

$
4,785,405

$
983,887

$
(180,915
)
$
5,633,752


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, or REIT, under the Internal Revenue Code of 1986, as amended,
or the Code. According to our partnership agreement, we are required to pay all expenses of Simon Property.

We
own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlets®, The Mills®, and community/lifestyle
centers. As of December 31, 2010, we owned or held an interest in 338 income-producing properties in the United States, which consisted of 161 regional malls, 58 Premium Outlets, 66
community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition, and 17 other shopping centers or outlet centers in 41 states and Puerto
Rico. Of the 36 properties acquired in the Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. Internationally, as of December 31,
2010, we had ownership interests in 45 European shopping centers in Italy, eight Premium Outlets in Japan, one Premium Outlet in Mexico, and one Premium Outlet in South Korea. On
July 15, 2010, we and our joint venture partner sold our collective interests in Simon Ivanhoe S.à.r.l., or Simon Ivanhoe, which owned seven shopping centers located in France
and Poland.

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



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

We
also generate supplemental revenue from the following activities:



2.    Basis of Presentation and Consolidation

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

We
consolidate properties that are wholly owned or properties where we own less than 100% but we control. Control of a property is demonstrated by, among other factors, our ability to
refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us.

We
also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. On January 1, 2010, we adopted the amendment on the accounting and
disclosure requirements for the consolidation of VIEs. This amendment requires an enterprise to perform a qualitative analysis when determining whether or not it must consolidate a VIE. The amendment
also requires an enterprise to continuously reassess whether it must

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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)

consolidate
a VIE. Additionally, the amendment requires enhanced disclosures about an enterprise's involvement with VIEs and any significant change in risk exposure due to that involvement, as well as
how its involvement with VIEs impacts the enterprise's financial statements. Finally, an enterprise will be required to disclose significant judgments and assumptions used to determine whether or not
to consolidate a VIE. The adoption of this amendment did not have a significant impact on our financial position, results of operations, or cash flows.

Determination
of the primary beneficiary of a VIE is based on whether an entity (1) has the power to direct activities that most significantly impact the economic performance of
the VIE and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of
a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 2010 in conclusions about whether an
entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During 2010, we did not provide financial or other support to a previously identified VIE that we
were not previously contractually obligated to provide.

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

As
of December 31, 2010, we consolidated 218 wholly-owned properties and 19 additional properties that are less than wholly-owned, but which we control or for which we are the
primary beneficiary. We account for the remaining 156 properties, or joint venture properties, using the equity method of accounting. We manage the day-to-day operations of 92
of the 156 joint venture properties, but have determined that our partner or partners have substantive participating rights in regards to the assets and operations of these joint venture properties.
Our investments in joint ventures in Europe, Japan, Mexico and Korea comprise 55 of the remaining 64 properties. The international properties are managed by joint ventures in which we share oversight
responsibility with our partner. Additionally, we account for our investment in SPG-FCM Ventures, LLC, or SPG-FCM, which acquired The Mills Corporation and its
wholly-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., 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 weighted average ownership. Simon Property owns a majority of our common units of
partnership interest, or units, and certain series of our preferred units of partnership interest, or preferred units, which 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 31,2010

2009

2008Weighted average ownership interest


83.2
%

82.4
%

79.8
%


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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)

As
of December 31, 2010 and 2009, Simon Property's ownership interest was 82.9% and 83.2%, respectively. We adjust the limited partners' interest at the end of each period to
reflect their respective interests in us.

Preferred
unit requirements in the accompanying consolidated statements of operations and cash flows represent distributions on outstanding preferred units at the time of declaration of
partnership interests held by limited partners.



We made certain reclassifications of prior period amounts in the consolidated financial statements to conform to the 2010 presentation.
These reclassifications had no impact on previously reported net income attributable to common unitholders or earnings per unit.

3.    Summary of Significant Accounting Policies



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

For the Year Ended December 31,2010

2009

2008Capitalized interest

$
3,715

$
14,502

$
27,847


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

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

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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)

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



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



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 intangibles.



We reclassify any material operations and gains or losses on disposal related to consolidated properties sold during the period to
discontinued operations. There were no consolidated assets sold during 2008. During 2009, we reported a net loss of approximately $9.8 million upon the sale of four consolidated assets. During
2010, we reported a net gain of approximately $5.7 million upon the sale of one regional mall, one community center, and two other retail properties. These gains and losses are reported in gain
(loss) upon acquisition of controlling interest, and on sale of assets and interests in unconsolidated entities, net in the consolidated statements of operations and comprehensive income. The gains
and losses on the disposition of these assets and the operating results were not significant to our consolidated results of operations.



We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash
equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements, and
money markets. Our gift card programs are administered by banks. We collect gift card funds at the point of sale and then remit those funds to the banks for further processing. As a result, cash and
cash equivalents, as of December 31, 2010 and 2009, includes a balance of $55.3 million and $38.1 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.

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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)



Marketable securities consist primarily of the investments of our captive insurance subsidiaries,
available-for-sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by
investment properties that have been sold.

The
types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as
corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted
market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries
is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the
gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for
other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is
deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Subsequent changes are then recognized through other comprehensive income (loss) unless another
other-than-temporary impairment is deemed to have occurred.

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

Effective
May 7, 2010, Liberty completed a demerger in which it was separated into two companies, Capital Shopping Centres Group PLC, or CSCG, and Capital &
Counties Properties PLC, or CAPC. Liberty shareholders acquired the same number of shares of CSCG and CAPC as they owned in Liberty. Our interests in CSCG and CAPC are adjusted to their quoted
market price, including a related foreign exchange component. At December 31, 2010, we owned 35.4 million shares of CSCG at a carrying value of £3.03 per share, and
35.4 million shares of CAPC at a carrying value of £0.94 per share. The market value of our investments in CSCG and CAPC was $228.4 million and $82.4 million,
respectively, at December 31, 2010. Our aggregate unrealized gain on these investments was approximately $79.0 million at December 31, 2010. The carrying value of our investment
in Liberty at December 31, 2009 was $290.0 million with an unrealized gain of $58.2 million.

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 as the amounts are
fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result,
there is no impact to consolidated net income. As of December 31, 2010 and December 31, 2009, we also had investments of $24.9 million and $51.7 million, respectively,
which must be used to fund the debt service requirements of mortgage debt related to investment properties that previously collateralized the debt. These investments are

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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)

classified
as held-to-maturity and are recorded at amortized cost as we have the ability and intent to hold these investments to maturity.

At
December 31, 2010 and 2009, we had an investment of $72.4 million and $70 million, respectively, in a non-marketable security that we account for
under the cost method. We regularly evaluate this investment for any other-than-temporary decline in its estimated fair value.

Total
net unrealized gains as of December 31, 2010 and December 31, 2009 were approximately $79.3 million and $59.4 million, respectively, and represented
the valuation and related currency adjustments for our available-for-sale marketable securities. As of December 31, 2010, we do not consider any declines in value of any
of our marketable and non-marketable securities to be an other-than-temporary impairment, as these market value declines, if any, have existed for a short period of
time, and, in the case of debt securities, we have the ability and intent to hold these securities to maturity.



We hold marketable securities that total $511.3 million and $464.1 million at December 31, 2010 and
December 31, 2009, respectively, and are considered to have Level 1 fair value inputs. In addition, we have derivative instruments which are classified as having Level 2 inputs
which consist primarily of interest rate swap agreements and foreign currency forward contracts with a gross liability balance of $27.6 million and $13.0 million at December 31,
2010 and December 31, 2009, respectively, and a nominal asset value at December 31, 2010 and 2009. We also have interest rate cap agreements with a nominal asset value. Level 1
fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in
active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market
participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. Note 8 includes discussion
of the fair value of debt measured using level 1 and level 2 inputs. Note 4 includes discussion of fair values recorded in purchase accounting and impairment determination using
level 2 and level 3 inputs. Level 3 inputs to our purchase accounting and impairment calculations include our estimations of net operating results of the property, capitalization
rates and discount rates.



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



Our primary business is the ownership, development, and management of retail real estate. We have aggregated our retail operations,
including regional malls, Premium Outlets, 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.

76

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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)



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

2010

2009Deferred financing and lease costs, net

$
298,674

$
265,906In-place lease intangibles, net


150,199


13,900Acquired above market lease intangibles, net


12,466


19,424Marketable securities of our captive insurance companies


90,963


75,703Goodwill


20,098


20,098Other marketable securities


420,356


388,427Loans held for investment


395,934


Prepaids, notes receivable and other assets, net


406,749


372,129$
1,795,439

$
1,155,587




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:

2010

2009Deferred financing and lease costs

$
461,315

$
417,975Accumulated amortization


(162,641
)

(152,069
)Deferred financing and lease costs, net

$
298,674

$
265,906


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

For the Year Ended December 31,2010

2009

2008Amortization of deferred financing costs

$
27,806

$
20,408

$
17,044Amortization of debt premiums, net of discounts


(9,066
)

(10,627
)

(14,701
)Amortization of deferred leasing costs


34,801


32,744


31,674




From time to time, we may make investments in mortgage loans or mezzanine loans of entities that own and operate commercial real estate
assets located in the United States. Mortgage loans are secured, in part, by mortgages recorded against the underlying properties. Mezzanine loans are secured, in part, by pledges of ownership
interests of

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

the
entities that own the underlying real estate. Loans held for investment are carried at cost, net of any premiums or discounts which are accreted or amortized over the life of the related loan
receivable utilizing the effective interest method. We evaluate the collectability of both interest and principal of each of our loans quarterly to determine whether the value has been impaired. A
loan is deemed to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan
is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the loan held for investment to its estimated realizable value.

At
December 31, 2010, we had investments in six mortgage and mezzanine loans secured by retail real estate with an aggregate carrying value of $395.9 million. These loans
mature at various dates through October 2012 with a weighted average maturity of approximately 13 months. Certain of these loans require interest-only payments while others require
payments of interest and principal based on a 30 year amortization. Interest rates on these loans are fixed between 5.5% and 7.0% with a weighted average interest rate of approximately 5.9% and
approximate market rates for instruments of similar quality and duration. During 2010, we recorded $4.6 million in interest income earned from loans held for investment. Payments on each of
these loans were current as of December 31, 2010.



The average life of in-place lease intangibles is approximately 6.6 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 amount of in-place lease intangibles increased during 2010 as a result of the acquisition of Prime Outlets Acquisition Company, or Prime, as further discussed in Note 4. The
fair market value of above and below market leases is amortized into revenue over the remaining lease life as a component of reported minimum rents. The weighted average remaining life of these
intangibles is approximately 3.6 years. The unamortized amount of below market leases is included in accounts payable, accrued expenses, intangibles and deferred revenues in the consolidated
balance sheets and was $39.0 million and $60.9 million as of December 31, 2010 and 2009, respectively. The amount of amortization of above and below market leases, net for the
years ended December 31, 2010, 2009, and 2008 was $15.2 million, $20.0 million, and $35.4 million, respectively. If a lease is terminated prior to the original lease
termination, any remaining unamortized intangible is charged to earnings.

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

2010

2009In-place lease intangibles

$
211,541

$
90,183Accumulated amortization


(61,342
)

(76,283
)In-place lease intangibles, net

$
150,199

$
13,900Acquired above market lease intangibles

$
104,690

$
104,690Accumulated amortization


(92,224
)

(85,266
)Acquired above market lease intangibles, net

$
12,466

$
19,424


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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

3.    Summary of Significant Accounting Policies (Continued)

Estimated
future amortization, and the increasing (decreasing) effect on minimum rents for our above and below market leases as of December 31, 2010 are as follows:

Below Market
Leases

Above Market
Leases

Increase to
Minimum
Rent, Net2011

$
15,713

$
(4,909
)
$
10,8042012


10,703


(3,703
)

7,0002013


6,555


(2,592
)

3,9632014


2,824


(1,119
)

1,7052015


1,690


(115
)

1,575Thereafter


1,473


(28
)

1,445$
38,958

$
(12,466
)
$
26,492




We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on
the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the
criteria necessary to apply hedge accounting. We use a variety of derivative financial instruments in the normal course of business to manage or hedge the risks associated with our indebtedness and
interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we
primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there was
no significant ineffectiveness from any of our derivative activities during the period. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the
derivative contract. We have no credit-risk-related hedging or derivative activities.

As
of December 31, 2010, we had the following outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative

Number of Instruments

Notional AmountInterest Rate Swaps

4

$692.5 millionInterest Rate Caps

3

$385.0 million


The
carrying value of our interest rate swap agreements, at fair value, is included within other liabilities and was $19.5 million and $13.0 million at December 31,
2010 and December 31, 2009, respectively. At December 31, 2009, we also had interest rate swaps with a carrying value of $0.3 million reported within deferred costs and other
assets. The interest rate cap agreements were of nominal value at December 31, 2010 and December 31, 2009 and we generally do not apply hedge accounting to these arrangements. The total
gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $40.1 million
and $52.3 million as of December 31, 2010 and 2009, respectively.

We
are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe. We use currency
forward contracts to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing
the Yen-USD or Euro-USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in
US dollars for their fair value at or close to their settlement date. We entered into Yen-USD forward contracts during 2009 for approximately ¥3 billion that we expect
to receive through April 2011 at an average exchange rate of 97.1 JPY:USD. We entered into

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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)

Yen-USD
forward contracts during 2010 for an additional ¥1.7 billion that we expect to receive through October 2012 at an average exchange rate of 89.0 JPY:USD.
Approximately ¥1.8 billion remains as of December 31, 2010 the aggregate of the 2009 and 2010 contracts. The December 31, 2010 liability balance related to these
forwards was $2.1 million and is included in other liabilities and accrued distributions. We have reflected the changes in fair value for these forward contracts in earnings. The underlying
currency adjustments on the foreign-denominated receivables are also reflected in income and generally offset the amounts in earnings for these forward contracts. We entered into two
Euro-USD forward contracts during 2010 with an aggregate €200.0 million notional value maturing on June 30, 2011 which were designated as net investment
hedges. The December 31, 2010 liability balance related to these forwards was $6.0 million and is included in other liabilities and accrued distributions. We apply hedge accounting and
the changes in fair value for these Euro forward contracts are reflected in other comprehensive income (loss). Changes
in the value of these hedges are offset by changes in the underlying hedged Euro-denominated joint venture investment.



In addition to noncontrolling redeemable interests in properties, we classify our 6% Series I Convertible Perpetual Preferred
Units, or Series I preferred units, and our 7.5% Cumulative Redeemable Preferred Units, or 7.5% preferred units, in temporary equity due to the possibility that we could be required to redeem
the securities for cash. Prior to their redemption, as further discussed in Note 10, the holders of the Series I preferred units had the ability to redeem this series of preferred units
for cash upon the occurrence of a change in control event, which included a change in the majority of the directors on Simon Property's Board of Directors, or the Board, that occurs over a two year
period. Such a change in Board composition could be deemed outside of our control. For the 7.5% preferred units, the redemption of preferred units requires the delivery of fully registered shares of
Simon Property common stock. The previous and current carrying amounts of both of these series of preferred units are equal to their liquidation value, which is the amount payable upon the occurrence
of any event that could potentially result in cash settlement.

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

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

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

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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)

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

2010

2009

2008Noncontrolling nonredeemable deficit interests in properties, net 
beginning of period

$
(167,778
)
$
(150,810
)
$
(141,251
)Net income attributable to noncontrolling nonredeemable interests


10,640


5,496


11,091Distributions to noncontrolling nonredeemable interestholders


(24,835
)

(25,176
)

(25,753
)Issuance of unit equivalents and other


1,058


2,712


5,103Noncontrolling nonredeemable deficit interests in properties, net 
end of period

$
(180,915
)
$
(167,778
)
$
(150,810
)




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

2010

2009Cumulative translation adjustments

$
(31,358
)
$
(10,768
)Accumulated derivative losses, net


(40,069
)

(52,345
)Net unrealized gains on marketable securities, net


79,292


59,358Total accumulated other comprehensive income (loss)

$
7,865

$
(3,755
)




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

We
structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from
our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating 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. As of December 31, 2010 for approximately 84% of our leases in the U.S. regional mall portfolio, we receive a fixed
payment from the tenant for the CAM component. Without the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses
and CAM capital expenditures for the property. We also receive escrow payments for these reimbursements from substantially all our non-fixed CAM tenants and monthly fixed CAM payments
throughout the year. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our
advertising and promotional costs are expensed as incurred.

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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)



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 consolidated 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, 2010 and 2009 approximated $116.2 million and $117.2 million, respectively, and are included in other liabilities and accrued distributions in the consolidated
balance sheets. Information related to the securities included in the investment portfolio of our captive insurance subsidiaries is included within the "Marketable and Non-Marketable
Securities" section above.

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



We record a provision for credit losses based on our judgment of a tenant's creditworthiness, ability to pay and probability of
collection. In addition, we also consider the retail sector in which the tenant operates and our historical collection experience in cases of bankruptcy, if applicable. Accounts are written off when
they are deemed to be no longer collectible. Presented below is the activity in the allowance for credit losses and includes the activities related to discontinued operations during the following
years:

For the Year Ended December 31,2010

2009

2008Balance, beginning of period

$
45,187

$
44,650

$
33,810Consolidation of previously unconsolidated entities


426





Provision for credit losses


3,130


22,655


24,037Accounts written off, net of recoveries


(17,093
)

(22,118
)

(13,197
)Balance, end of period

$
31,650

$
45,187

$
44,650




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

Simon
Property and two of our subsidiaries are taxed as REITs under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT
qualification. In order to maintain this REIT status, the regulations require each REIT to distribute at least 90% of its taxable income to stockholders and meet certain other asset and income tests
as well as other requirements. We intend to continue to make distributions to Simon Property to assist Simon Property in meeting the asset and income tests and other REIT requirements in order to
allow it to adhere to these requirements and maintain its REIT status. Our subsidiary REIT entities will generally

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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)

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

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

As
of December 31, 2010 and 2009, we had a net deferred tax asset of $9.0 million and $8.7 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.



We expense acquisition, potential acquisition and disposition related costs as they are incurred. During the year ended
December 31, 2010, we incurred costs for the acquisition of Prime as further discussed in Note 4. We also incurred expenses for other transactions that were not consummated.
Additionally, during 2010, we settled, in cash, a transaction-related dispute and recorded a charge to earnings. Transaction expenses for the year ended December 31, 2010 totaled
$69.0 million. During the year ended December 31, 2009, we recorded $5.7 million in transaction expenses related to costs associated with significant acquisition related
activities.

4.    Real Estate Acquisitions, Disposals, and Impairment

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



During 2010, we acquired a controlling interest in a previously unconsolidated regional mall which resulted in a remeasurement of our
previously held equity interest to fair value and corresponding gain of approximately $13.0 million. This gain is included in gain (loss) upon acquisition of controlling interest and on sale or
disposal of assets and interests in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income. On May 28, 2010, we acquired an additional
interest of approximately 19% in Houston Galleria, located in Houston, Texas thereby increasing our noncontrolling interest from 31.5% to 50.4%.

On
August 30, 2010, we completed our previously announced acquisition of Prime, adding 21 outlet centers, including a center located in Puerto Rico, which was acquired on
May 13, 2010. The transaction was valued at

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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)

approximately
$2.3 billion, including the assumption of existing mortgage indebtedness of $1.2 billion and the repayment of $310.7 million of preexisting mortgage loans at
closing.

We
paid consideration comprised of 80% cash and 20% in units. We issued approximately 1.7 million units with an issuance date fair value of approximately $154.5 million.
We funded the cash portion of this acquisition through draws on our $3.9 billion unsecured revolving credit facility, or the Credit Facility, as further discussed in Note 8.

The
following table summarizes our recording of the assets acquired and liabilities assumed at the acquisition date:

Total(in millions)Investment properties

$
2,167Cash and cash equivalents


26Tenant receivables and accrued revenue, net


4Deferred costs and other assets (including intangibles)


234Total assets

$
2,431Mortgages and other indebtedness (including premium of $28)

$
1,270Accounts payable, accrued expenses, intangibles and other


29Other liabilities


18Total liabilities

$
1,317


Acquisition
related intangibles relate to in-place leases of $193.6 million and were recorded based on their estimated fair values and are reflected within deferred
costs and other assets in the accompanying financial statements. The weighted average useful life of these intangibles is approximately 6.0 years and is amortized over the remaining life of the
related leases on a straight-line basis and is included within depreciation and amortization in the consolidated statements of operations and comprehensive income.

We
recorded our acquisition of these 21 outlet centers using the acquisition method of accounting. Tangible and intangible assets and liabilities were established based on their
estimated fair values at the date of acquisition. The results of operations of the acquired properties have been included in our consolidated results from the date of acquisition. The purchase price
allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition. There have been no significant changes in amounts recorded since
the date of acquisition through December 31, 2010.



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



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



During the year ended December 31, 2010, we disposed of one regional mall, one community center, and two other retail properties
for which we received proceeds of $5.8 million. The net gain on these disposals was $5.7 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)

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

and
is included in gain (loss) upon acquisition of controlling interest, and on sale or disposal of assets and interests in unconsolidated entities, net in the consolidated statements of operations
and comprehensive income.



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



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



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



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

5.    Per Unit Data

We determine basic earnings per unit based on the weighted average number of units outstanding during the period. We determine diluted earnings per unit based on the weighted
average
number of units outstanding combined with the incremental weighted average units that would have been outstanding assuming all dilutive potential common 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 31,2010

2009

2008Net Income Attributable to Unitholders  Basic & Diluted

$
733,945

$
343,572

$
529,726Weighted Average Units Outstanding  Basic


349,975,924


324,102,292


282,508,087Effect of stock options of Simon Property


274,460


315,897


551,057Effect of contingently issuable units from unit distributions





1,345,537


Weighted Average Units Outstanding  Diluted


350,250,384


325,763,726


283,059,144


For
the year ending December 31, 2010, potentially dilutive securities include options to purchase shares of Simon Property common stock, units granted under our
long-term incentive performance programs and preferred units that are convertible into or exchangeable for units. The only security that had a dilutive effect for the year ended
December 31, 2010 was stock options of Simon Property. The only securities that had a dilutive effect for the year

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

5.    Per Unit Data (Continued)

ended
December 31, 2009 were stock options of Simon Property and contingently issuable units from unit distributions. The only security that had a dilutive effect for the year ended
December 31, 2008 was stock options of Simon Property.

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

For the Year Ended December 31,2010

2009

2008Total distributions paid per unit

$
2.60

$
2.70

$
3.60Percent taxable as ordinary income


53.82
%

99.3
%

84.7
%Percent taxable as long-term capital gains


39.68
%

0.7
%

1.2
%Percent nontaxable as return of capital


6.50
%




14.1
%100.0
%

100.0
%

100.0
%


6.    Investment Properties

Investment properties consist of the following as of December 31:

2010

2009Land

$
2,929,054

$
2,757,994Buildings and improvements


24,263,169


22,265,721Total land, buildings and improvements


27,192,223


25,023,715Furniture, fixtures and equipment


316,512


312,474Investment properties at cost


27,508,735


25,336,189Less  accumulated depreciation


7,711,304


7,004,534Investment properties at cost, net

$
19,797,431

$
18,331,655Construction in progress included above

$
125,227

$
281,683


7.    Investments in Unconsolidated Entities

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or
portfolio.
We held joint venture ownership interests in 101 properties in the U.S. as of December 31, 2010. We also held an interest in a joint venture which owned 45 European shopping centers as
of December 31, 2010 and we held an interest in two joint ventures which owned 51 European shopping centers as of December 31, 2009. As of December 31, 2010, we also held
interests in eight joint venture properties under operation in Japan, one joint venture property under operation in Mexico, one joint venture property under operation and two joint venture properties
under development in Korea, and one joint venture property under development in Malaysia. We account for these joint venture properties using the equity method of accounting.

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

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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)

In
May 2010, Opry Mills Mall, a property in which we have a 50% interest through our SPG-FCM joint venture, sustained significant flood damage and remains closed. Insurance
proceeds of $50 million have been funded by the primary insurers and remediation work has been completed. The excess insurance carriers (those providing coverage above $50 million) have
denied the joint venture's claim for additional proceeds (of up to an additional $150 million) to pay amounts for restoration costs and business interruption losses. We believe recovery under
the insurance coverage is probable, but no assurances can be made in that regard.

Loans to SPG-FCM

As part of the 2007 Mills acquisition, we made loans to SPG-FCM and Mills which were used by SPG-FCM and Mills
to repay loans and other obligations of Mills. As of December 31, 2010 and 2009, the outstanding balance of our remaining loan to SPG-FCM was $651.0 million and
$632.0 million, respectively. During 2010, 2009 and 2008, we recorded approximately $9.9 million, $9.3 million and $15.3 million in interest income (net of inter-entity
eliminations) related to this loan, respectively. We also recorded fee income, including fee income amortization related to up-front fees on loans made to SPG-FCM and Mills,
during 2010, 2009 and 2008 of approximately $0.9 million, $3.7 million and $3.1 million (net of inter-entity eliminations), respectively, for providing refinancing services to
Mills' properties and SPG-FCM. The loan bears interest at a rate of LIBOR plus 275 basis points and matures on June 8, 2011, and can be extended for one year.

Summary Financial Information

A summary of our investments in joint ventures and share of income from such joint ventures follows. Balance sheet information for the
joint ventures is as follows:

December 31, 2010

December 31, 2009BALANCE SHEETSAssets:Investment properties, at cost

$
21,236,594

$
21,555,729Less  accumulated depreciation


5,126,116


4,580,67916,110,478


16,975,050Cash and cash equivalents


802,025


771,045Tenant receivables and accrued revenue, net


353,719


364,968Investment in unconsolidated entities, at equity


158,116


235,173Deferred costs and other assets


525,024


535,398Total assets

$
17,949,362

$
18,881,634Liabilities and Partners' Equity:Mortgages and other indebtedness

$
15,937,404

$
16,549,276Accounts payable, accrued expenses, intangibles, and deferred revenue


748,245


834,668Other liabilities


961,284


978,771Total liabilities


17,646,933


18,362,715Preferred units


67,450


67,450Partners' equity


234,979


451,469Total liabilities and partners' equity

$
17,949,362

$
18,881,634Our Share of:Partners' equity

$
146,578

$
316,800Add: Excess Investment


757,672


694,023Our net Investment in Joint Ventures

$
904,250

$
1,010,823


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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)

"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.

As
of December 31, 2010, scheduled principal repayments on joint venture properties' mortgages and other indebtedness are as follows:

2011

$
1,674,5632012


2,233,4712013


1,883,9542014


2,205,7232015


1,998,785Thereafter


5,931,026Total principal maturities


15,927,522Net unamortized debt premiums and discounts


9,882Total mortgages and other indebtedness

$
15,937,404


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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

7.    Investments in Unconsolidated Entities (Continued)

This
debt becomes due in installments over various terms extending through 2036 with interest rates ranging from 0.48% to 9.35% and a weighted average rate of 5.09% at
December 31, 2010.

For the Year Ended December 31,2010

2009

2008STATEMENTS OF OPERATIONSRevenue:Minimum rent

$
1,960,951

$
1,965,565

$
1,956,129Overage rent


147,776


132,260


130,549Tenant reimbursements


950,267


987,028


1,005,638Other income


223,234


174,611


199,774Total revenue


3,282,228


3,259,464


3,292,090Operating Expenses:Property operating


635,946


656,399


671,268Depreciation and amortization


793,012


801,618


775,887Real estate taxes


253,627


261,294


263,054Repairs and maintenance


105,042


110,606


124,272Advertising and promotion


61,814


65,124


70,425Provision for credit losses


4,053


16,123


24,053Impairment charge





18,249


Other


210,858


182,201


177,298Total operating expenses


2,064,352


2,111,614


2,106,257Operating Income


1,217,876


1,147,850


1,185,833Interest expense


(868,856
)

(884,539
)

(969,420
)Gain (loss) from unconsolidated entities


(840
)

(4,739
)

(5,123
)Impairment charge from investments in unconsolidated entities


(16,671
)




Gain on sale of asset


39,676





Income from Continuing Operations


371,185


258,572


211,290Income from discontinued joint venture interests








47Net Income

$
371,185

$
258,572

$
211,337Third-Party Investors' Share of Net Income

$
234,799

$
170,265

$
132,111Our Share of Net Income


136,386


88,307


79,226Amortization of Excess Investment


(48,329
)

(55,690
)

(46,980
)Our Share of Gain on Sale or Disposal of Assets and Interests in unconsolidated entities, net


(20,305
)




Our Share of Impairment Charge from Investments in Unconsolidated Entities


8,169


7,603


Income from Unconsolidated Entities, net

$
75,921

$
40,220

$
32,246




In December 2010, we recognized an $8.2 million non-cash impairment charge representing our share of an impairment
on a joint venture investment in a property in Italy for which a decline in value below our carrying amount was deemed other-than-temporary.

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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)



In December 2009 we recognized non-cash impairment charges of $7.6 million representing our share of impairment
charges on joint venture properties. This charge represents adjustments to the carrying value of certain parcels of land and the write-off of predevelopment costs related to certain
projects no longer being pursued. In addition, in December 2009 we recognized $35.1 million of impairment charges for investments in certain unconsolidated entities including one regional mall
and two non-retail real estate assets for which declines in value below our carrying amount were deemed other-than-temporary.

International Joint Venture Investments

We account for all of our international joint venture investments using the equity method of accounting and we conduct our
international operations through joint venture arrangements.

European Joint Ventures.We have a 49% ownership interest in Gallerie Commerciali Italia, or GCI. The
carrying amount of our investment in GCI was
$330.1 million and $302.2 million as of December 31, 2010 and 2009, respectively, including all related components of accumulated other comprehensive income (loss).

On
July 15, 2010, we and our partner in Simon Ivanhoe, Ivanhoe Cambridge Inc., sold our collective interests in Simon Ivanhoe which owned seven shopping centers located in
France and Poland to Unibail-Rodamco. The joint venture partners received net consideration of €422.5 million for their interests after the repayment of all joint venture debt,
subject to certain post-closing adjustments. Our share of the gain on sale of our interests in Simon Ivanhoe was approximately $281 million. A portion of the proceeds was used to
repay the €167.4 million (approximately $215 million) principal balance on the Euro-denominated tranche of our Credit Facility.

Asian Joint Ventures.We conduct our international Premium Outlet operations in Japan through our 40%
participation in a joint venture with
Mitsubishi Estate Co., Ltd. The carrying amount of our investment in this joint venture was $340.8 million and $302.2 million as of December 31, 2010 and 2009,
respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in Korea through our 50% participation in a
joint venture with Shinsegae International Co. As of December 31, 2010 and December 31, 2009, respectively, the carrying amount of our investment in this joint venture was
$35.7 million and $26.1 million including all related components of accumulated other comprehensive income (loss).

In
December 2009, we recognized a loss on our 32.5% interests in our shopping centers operating or under development in China. The interests were sold to affiliates of our Chinese
partner for approximately $29 million, resulting in a loss of approximately $20 million which is included in gain (loss) upon acquisition of controlling interest, and on sale or disposal
of assets and interests in unconsolidated entities, net in the 2009 consolidated statement of operations and comprehensive income.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments

Our mortgages and other indebtedness, excluding the impact of derivative instruments, consist of the following as of December 31:

2010

2009Fixed-Rate Debt:Mortgages and other notes, including $31,614 and $9,757 net premiums, respectively. Weighted average interest and maturity of 6.09% and 4.6 years at
December 31, 2010.

$
5,485,659

$
5,239,263Unsecured notes, including $26,586 and $23 net discounts, respectively. Weighted average interest and maturity of 6.04% and 7.3 years at
December 31, 2010.


9,985,886


11,574,977Total Fixed-Rate Debt


15,471,545


16,814,240Variable-Rate Debt:Mortgages and other notes, at face value. Weighted average interest and maturity of 1.65% and 1.8 years at December 31, 2010.


1,143,578


1,370,000Credit Facility (see below)


858,637


446,062Total Variable-Rate Debt


2,002,215


1,816,062Total Mortgages and Other Indebtedness

$
17,473,760

$
18,630,302


General.At December 31, 2010, we have pledged 92 properties as collateral to secure related
mortgage notes including 12 pools of
cross-defaulted and cross-collateralized mortgages encumbering a total of 52 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 92 encumbered properties, indebtedness on 31
of these encumbered properties and our unsecured debt are subject to various financial performance covenants relating to leverage ratios, annual real property appraisal requirements, debt service
coverage ratios, minimum net worth ratios, debt-to-market capitalization, and/or minimum equity values. Our mortgages and other indebtedness may be prepaid but are generally
subject to payment of a yield-maintenance premium or defeasance.

Some
of our limited partners guarantee a portion of our consolidated debt through foreclosure guarantees. In total, 25 limited partners provide guarantees of foreclosure of
$173.4 million of our consolidated debt at three consolidated properties. In each case, the loans were made by unrelated third party institutional lenders and the guarantees are for the benefit
of each lender. In the event of foreclosure of the mortgaged property, the proceeds from the sale of the property are first applied against the amount of the guarantee and also reduce the amount
payable under the guarantee. To the extent the sale proceeds from the disposal of the property do not cover the amount of the guarantee, then the limited partner is liable to pay the difference
between the sale proceeds and the amount of the guarantee so that the entire amount guaranteed to the lender is satisfied. The debt is non-recourse to us and our affiliates.

Unsecured Debt

Our unsecured debt consists of approximately $10.0 billion of senior unsecured notes and $858.6 million outstanding under
our Credit Facility. The Credit Facility has a borrowing capacity of $3.9 billion and contains an accordion feature allowing the maximum borrowing capacity to expand to $4.0 billion. The
Credit Facility matures on March 31, 2013. The base interest on the Credit Facility is LIBOR plus 210 basis points and includes a facility fee of 40 basis points. The Credit Facility also
includes a money market competitive bid feature, which allows participating lenders to bid on amounts outstanding at then current market rates of interest for up to 50% of amounts available under the
facility. As of December 31, 2010, we are in compliance with all of the covenants of our unsecured debt.

During
the year ended December 31, 2010, our borrowings under the Credit Facility increased primarily as a result of the acquisition of Prime partially offset by the repayment of
€167.4 million (approximately $215 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 (Continued)

principal
balance on the Euro-denominated tranche of our Credit Facility on July 23, 2010. The total outstanding balance of the Credit Facility as of December 31, 2010 was
$858.6 million, and the maximum outstanding balance during the year ended December 31, 2010 was $862.2 million. During the year ended December 31, 2010, the weighted
average outstanding balance on the Credit Facility was approximately $580.4 million. The outstanding balance as of December 31, 2010 includes $273.6 million (U.S. dollar
equivalent) of Yen-denominated borrowings. Letters of credit of $33.3 million were outstanding under the Credit Facility at December 31, 2010.

On
January 12, 2010, we commenced a cash tender offer for any and all senior unsecured notes of ten outstanding series with maturity dates ranging from January 2011 to March
2013. The total principal amount of the notes accepted for purchase on January 26, 2010 was approximately $2.3 billion, with a weighted average duration of 2.0 years and a
weighted average coupon of 5.76%. We purchased the tendered notes with cash on hand and the proceeds from an offering of $2.25 billion of senior unsecured notes that closed on
January 25, 2010. The senior notes offering was comprised of $400.0 million of 4.20% notes due 2015, $1.25 billion of 5.65% notes due 2020 and $600.0 million of 6.75% notes
due 2040. The weighted average duration of the notes offering was 14.4 years and the weighted average coupon was 5.69%. We recorded a $165.6 million charge to earnings in the first
quarter of 2010 as a result of the tender offer.

On
March 18, 2010, we repaid a $300.0 million senior unsecured note which had a fixed rate of 4.875%.

On
June 15, 2010, we repaid a $400.0 million senior unsecured note which had a fixed rate of 4.60%.

On
August 9, 2010, we commenced a cash tender offer for any and all senior unsecured notes of three outstanding series with maturity dates ranging from May 2013 to August 2014.
The total principal amount of the notes accepted for purchase on August 17, 2010 was approximately $1.33 billion, with a weighted average duration of 3.5 years and a weighted
average coupon of 6.06%. We purchased the tendered notes with cash on hand and the proceeds from an offering of $900.0 million of 4.375% senior unsecured notes that closed on August 16,
2010. The senior notes are due on March 1, 2021. We recorded a $185.1 million charge to earnings in the third quarter of 2010 as a result of the tender offer.

On
August 16, 2010, we repaid a $400.0 million senior unsecured note which had a fixed rate of 4.875%.

Secured Debt

The balance of fixed and variable rate mortgage notes was $6.6 billion at December 31, 2010 and 2009. Of the balance
outstanding at December 31, 2010, $5.7 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 year ended December 31, 2010, we unencumbered five properties by repaying $1.1 billion in mortgage
loans with a weighted average interest rate of 4.35%.

On
May 13, 2010, we acquired a property located in Barceloneta, Puerto Rico subject to an existing $75.2 million mortgage loan. The loan matures on May 1, 2014 and
bears interest at LIBOR plus 225 basis points with a LIBOR floor of 1.50%.

In
connection with our acquisition of Prime, we assumed existing mortgage loans of approximately $1.2 billion which bear interest at fixed rates ranging from 5.51% to 6.01% and
mature at various dates throughout 2016.

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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, 2010 are as follows:

2011

$
895,5752012


1,823,0952013


2,306,1602014


1,796,1602015


1,680,043Thereafter


8,967,699Total principal maturities


17,468,732Net unamortized debt premium and other


5,028Total mortgages and other indebtedness

$
17,473,760


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

For the Year Ended December 31,2010

2009

2008Cash paid for interest

$
1,015,989

$
994,688

$
1,001,718


Derivative Financial Instruments

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

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

The
fair value of our interest rate swap agreements is included within other liabilities and was $19.5 million and $13.0 million at December 31, 2010 and 2009,
respectively. At December 31, 2009, we also had interest rate swaps with a fair value of $0.3 million within deferred costs and other assets. The interest rate cap agreements were of
nominal net value at December 31, 2010 and 2009. In addition, the unamortized balance of our treasury locks recorded in accumulated other comprehensive income (loss) was $6.5 million as
of December 31, 2010. The net deficit from terminated swap agreements is also recorded in accumulated other comprehensive income (loss) and the unamortized balance was $1.3 million as of
December 31, 2010. As of December 31, 2010, our outstanding LIBOR based derivative contracts consisted of:



Within
the next year, we expect to reclassify to earnings approximately $19.8 million of losses from the current balance held in accumulated other comprehensive income (loss).
The amount of ineffectiveness relating to cash flow hedges recognized in income during the periods presented was not material.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

8.    Indebtedness and Derivative Financial Instruments (Continued)

Our
joint ventures may also enter into interest rate swaps or caps, which are recorded at fair value on the joint venture balance sheets. Included in our accumulated other comprehensive
income (loss) as of December 31, 2010 and 2009 is our share of the joint ventures' accumulated derivative losses of $20.9 million and $30.1 million, respectively.

Fair Value of Financial Instruments

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair
values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate
the fair values of consolidated fixed-rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar
terms and maturities. The carrying value of our consolidated fixed-rate mortgages and other indebtedness, excluding those with an associated fixed to floating swap, was
$14.8 billion and $16.1 billion as of December 31, 2010 and 2009, respectively. 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:

2010

2009Fair value of fixed-rate mortgages and other indebtedness

$
16,087

$
16,580Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages


4.46%


6.11%


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, 2010 are as follows:

2011

$
2,140,1232012


1,944,0202013


1,709,7382014


1,501,9662015


1,252,753Thereafter


3,369,238$
11,917,838


Approximately
0.6% of future minimum rents to be received are attributable to leases with an affiliate of one of our limited partners.

10.    Partners' Equity

Temporary Equity

We classify as temporary equity those securities for which there is the possibility that we could be required to redeem the security
for cash, irrespective of the probability of such a possibility. As a result, we classify one series of

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

preferred
units in temporary equity. The carrying values for those securities classified in temporary equity are discussed below and summarized as follows as of December 31:

2010

20097.5% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding

$
25,537

$
25,5376% Series I Convertible Perpetual Preferred Units, 19,000,000 units authorized, 0 and 9,108,635 issued and outstanding, respectively





455,432Total carrying value of preferred units


25,537


480,969Noncontrolling redeemable interests in properties


59,932


49,404Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties

$
85,469

$
530,373


Series I 6% Convertible Perpetual Preferred Units.On October 14, 2004, we issued 18,015,506
Series I 6% convertible perpetual
preferred units as part of our acquisition of the Chelsea Property Group, or Chelsea.

Holders
of the Series I preferred units had the right to convert their Series I preferred units into units or exchange the preferred units for shares of Simon Property's
Series I 6% Convertible Perpetual Preferred Stock from March 31, 2010 until the date the Series I preferred units were redeemed. The conversion right resulted from the closing
sale price of Simon Property's common stock exceeding the applicable trigger price per share for a period of 20 trading days in the last 30 trading days of the prior quarter. Each Series I
preferred unit was convertible into units at a conversion ratio of .847495.

On
April 16, 2010, we redeemed all of the outstanding Series I preferred units. The redemption price was equal to the liquidation value per unit plus accumulated and
unpaid distributions through the redemption date or $50.4917 per unit.

Through
the redemption date, we issued 6,670,589 units as a result of the conversion of 7,871,276 Series I preferred units. In addition, we issued 862,292 units to limited
partners as a result of the conversion of 1,017,480 Series I preferred units at a conversion ratio of .847495.

7.5% Cumulative Redeemable Preferred UnitsWe issued this series of preferred units in connection with
the purchase of an additional interest in a
joint venture. The preferred units accrue cumulative quarterly distributions at a rate of $7.50 annually. We may redeem the preferred units on or after November 10, 2013, unless there is the
occurrence of certain tax triggering events such as death of the initial holder, or the transfer of any units to any person or entity other than the persons or entities entitled to the benefits of the
original holder. The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock of
Simon Property. In the event of the death of a holder of the preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the
holder may require us to redeem the preferred units at the same redemption price payable at our option in either cash or fully registered shares of common stock of Simon Property.

Permanent Equity

Series J 83/8% Cumulative Redeemable Preferred Units.We issued this
series of preferred units in 2004 to replace a series of
Chelsea preferred units. Distributions accrue quarterly at an annual rate of 83/8% per unit. We can redeem this series, in whole or in part, on and after October 15, 2027 at a
redemption price of $50.00 per unit, plus accumulated and unpaid distributions. These preferred units were issued at a premium of $7.5 million as of the date of our acquisition of Chelsea. The
carrying value was $45,375 and $45,704 as of December 31, 2010 and 2009,
respectively, including unamortized premiums of $5,528 and $5,856 in 2010 and 2009, respectively. There are 1,000,000 preferred units authorized and 796,948 issued and outstanding.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

The
following authorized series of preferred units had been outstanding in years prior to 2009, but there were no preferred units of such series outstanding at the end of 2010 and 2009:
Series B 6.5% Convertible Preferred Units (5,000,000 units); Series C 7.00% Cumulative Convertible Preferred Units (2,700,000 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); Series H Variable Rate Preferred Units (4,530,000 units); Series K Variable Rate Redeemable Preferred Units (8,000,000 units); and Series L
Variable Rate Redeemable Preferred Units (6,000,000 units).



In 2010, 47 limited partners exchanged 247,640 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 178,683 units to Simon Property related to employee and director stock options exercised during 2010. We used the net proceeds from the option exercises of approximately
$4.9 million for general working capital purposes.

We
issued 6,670,589 units as a result of the conversion of 7,871,276 Series I preferred units as discussed above in "Temporary Equity".

On
May 13, 2010, we issued 77,798 units to the owners of Prime in connection with the acquisition of an outlet center located in Barceloneta, Puerto Rico.

On
August 30, 2010, we issued 1,720,671 units to the owners of Prime in connection with the acquisition of 20 outlet centers as discussed in Note 4.

Other Equity Activity

Notes Receivable from Former CPI Stockholders.Notes receivable of $16.8 million from stockholders
of an entity we acquired in 1998 are
reflected as a deduction from capital in excess of par value in the consolidated statements of equity in the accompanying financial statements. The notes do not bear interest and become due at the
time the underlying shares are sold.

The Simon Property Group 1998 Stock Incentive Plan.We, along with Simon Property, have a stock incentive
plan, or the 1998 plan, which provides for
the grant of awards with respect to the equity of Simon Property during a ten-year period, in the form of options to purchase shares of Simon Property common stock, or Options, stock
appreciation rights, or SARs, restricted stock grants and performance unit awards, collectively, Awards. Options may be granted which are qualified as "incentive stock options" within the meaning of
Section 422 of the Code and Options which are not so qualified. An aggregate of 11,300,000 shares of common stock have been reserved for issuance under the 1998 plan. Additionally, the
partnership agreement requires Simon Property to sell shares to us, at fair value, sufficient to satisfy the exercising of any stock options, and for Simon Property to purchase units for cash in an
amount equal to the fair market value of such shares issued on the exercise of stock options. Annual stock incentive programs were approved each year from 2001 until 2009 when no program was
established.

Administration.The 1998 plan is administered by the Simon Property's Compensation Committee of the
Board of Directors. The committee determines
which eligible individuals may participate and the type, extent and terms of the awards to be granted to them. In addition, the committee interprets the 1998 plan and makes all other determinations
deemed advisable for its administration. Options granted to employees become exercisable over the period determined by the committee. The exercise price of an employee option may not be less than the
fair market value of the shares on the date of grant. Employee options generally vest over a three-year period and expire ten years from the date of grant. Since 2001, Simon Property have
not granted any options to employees, except for a series of reload options we assumed as part of a prior business combination.

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

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

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

Once
vested, the delivery of the shares of restricted stock (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the director retires, dies
or becomes disabled or otherwise no longer serves as a director. The directors may vote and are entitled to receive dividends on the underlying shares; however, any dividends on the shares of
restricted stock must be reinvested in shares of common stock and held in the deferred compensation plan until the shares of restricted stock are delivered to the former director. In addition to
automatic awards, eligible directors may be granted discretionary awards under the 1998 plan.



On March 16, 2010, the Compensation Committee of the Board approved a Long-Term Incentive Performance Program, or
LTIP Program, for certain of our senior executive officers. Awards under the LTIP Program take the form of LTIP Units, a form of limited partnership interest issued by us. During the performance
period, participants are entitled to receive on the LTIP Units awarded to them distributions equal to 10% of the regular quarterly distributions paid on a unit. As a result, we account for these LTIP
awards as participating securities under the two-class method of computing earnings per unit. Awarded LTIP Units will be considered earned, in whole or in part, depending upon the extent
to which the applicable TSR benchmarks, as defined, are achieved during the performance period and, once earned, will become the equivalent of units after a two year service-based vesting period,
beginning after the end of the performance period. Awarded LTIP Units not earned are forfeited.

The
Compensation Committee awarded LTIP Units under three LTIP Programs having one, two and three year performance periods, which end on December 31, 2010, 2011 and 2012,
respectively. We refer to these three programs as the one, two and three year 2010 LTIP Programs, or the 2010 LTIP Programs. After the end of each performance period, any earned LTIP Units will then
be subject to service-based vesting over a period of two years. One-half of the earned LTIP Units will vest on January 1 of each of the second and third years following the end of
the applicable performance period, subject to the participant maintaining employment with us through those dates.

The
awards made pursuant to the 2010 LTIP Programs have an aggregate grant date fair value, adjusted for estimated forfeitures, of $7.2 million for the one-year
program, $14.8 million for the two-year program and $23.0 million for the three-year program. Grant date fair value was estimated based upon the results of a
Monte Carlo model, and the resulting expense will be recorded
regardless of whether the TSR benchmarks are achieved. The grant date fair value is being amortized into expense over the period from the grant date to the date at which the awards, if any, become
vested. During the twelve months ended December 31, 2010, we recognized $12.5 million of compensation expense under the LTIP Programs.

Restricted Stock.The 1998 plan also provides for shares of restricted common stock of Simon Property to
be granted to certain employees at no cost
to those employees, subject to achievement of certain financial and return-based performance measures established by the committee related to the most recent year's performance. Once granted, the
shares of restricted stock then vest annually over a four-year period (25% each year) beginning on January 1 of each year. The cost of restricted stock grants, which is based upon
the stock's fair market value on the grant date, is charged to earnings ratably over the vesting period. Through December 31, 2010 a total of 5,109,362

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Simon Property Group, L.P. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

10.    Partners' Equity (Continued)

shares
of restricted stock, net of forfeitures, have been awarded under the plan. Information regarding restricted stock awards is summarized in the following table for each of the years presented:

For the Year Ended December 31,2010

2009

2008Restricted stock shares awarded during the year, net of forfeitures


116,726


254,227


276,872Weighted average fair value of shares granted during the year

$
85.17

$
29.44

$
85.77Amortization expense

$
16,839

$
22,870

$
28,640


The
weighted average life of our outstanding options as of December 31, 2010 is 0.8 years. Information relating to Director Options and Employee Options from
December 31, 2007 through December 31, 2010 is as follows:

Options

Weighted Average
Exercise Price
Per ShareShares under option at December 31, 2007


1,006,738

$
33.48Granted





Exercised, none were forfeited during the period


(282,106
)

41.96Shares under option at December 31, 2008


724,632

$
30.18Granted





Exercised


(181,850
)

25.52Forfeited


(37,100
)

70.73Shares under option at December 31, 2009


505,682

$
28.88Granted





Exercised, none were forfeited during the period


(178,683
)

23.03Shares under option at December 31, 2010


326,999

$
29.75




Outstanding and ExercisableEmployee Options:



Weighted
Average Remaining
Contractual
Life in YearsRange of Exercise Prices

Options

Weighted Average
Exercise Price
Per Share$23.41 - $30.38


266,550


0.23

$
25.54$30.39 - $46.97


34,749


3.09


46.97$46.98 - $50.17


25,700


3.17


50.17Total


326,999




$
29.75


No
stock options were granted to any non-employee director and there were no stock options previously awarded to non-employee directors that were outstanding
from December 31, 2007 through December 31, 2010.

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

98

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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 determined by Simon Property in its sole discretion. If Simon Property selects cash, Simon Property cannot cause us to redeem the exchanged units
for cash without contributing cash to us as partners' equity sufficient to effect the redemption. If sufficient cash is not contributed, Simon Property will be deemed to have elected to exchange the
units for shares of Simon Property common stock. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of Simon Property's
common stock at that time. The number of shares of Simon Property's common stock issued will be the same as the number of units exchanged.

11.    Commitments and Contingencies

Litigation

We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our
business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. 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, 2010, a total of 31 of the consolidated properties are subject to ground leases. The termination dates of
these ground leases range from 2012 to 2090. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental plus a percentage rent component based upon the
revenues or total sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense included in other expense as follows:

For the Year Ended
December 31,2010

2009

2008Ground lease expense

$
36,750

$
32,086

$
30,681


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

2011

$
25,7172012


25,9232013


26,2642014


26,2482015


26,966Thereafter


940,599$
1,071,717


Insurance

We maintain insurance coverage with third party carriers who provide a portion of the coverage for specific layers of potential losses
including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States. The initial portion of coverage not provided by third
party carriers is

99

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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)

either
insured through our wholly-owned captive insurance companies, Rosewood Indemnity, Ltd. and Bridgewood Insurance Company, Ltd., and other financial arrangements controlled by us.
The third party 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 our
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. 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 where we operate
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, 2010, we had loan guarantees of $60.7 million underlying joint venture related mortgage or other indebtedness. Mortgages which are
guaranteed by us are secured by the property of the joint venture and that property could be sold in order to satisfy the outstanding obligation.

Concentration of Credit Risk

We are subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the
risks normally associated with changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest
rate and foreign currency levels, the availability of financing, and potential liability under environmental and other laws. Our regional malls, Premium Outlets, The Mills, and community/lifestyle
centers rely heavily upon anchor tenants like most retail properties. Four retailers occupied 526 of the approximately 1,320 anchor stores in the properties as of December 31, 2010. An
affiliate of one of these retailers is one of our limited partners. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated
revenues.

Limited Life Partnerships

We are the controlling partner in several consolidated partnerships that have a limited life. We estimated the settlement values of
these noncontrolling interests as of December 31, 2010 and 2009 as approximately $135 million and $115 million, respectively. The settlement values are based on the estimated fair
values upon a hypothetical liquidation of the partnership interests and estimated yield maintenance or prepayment penalties associated with the payment to settle any underlying secured mortgage debt.

12.    Related Party Transactions

Our management company provides management, insurance, and other services to Melvin Simon & Associates, Inc., a related party, and other non-owned properties.
Amounts for services provided by our management company and its affiliates to our unconsolidated joint ventures and other related parties were as follows:

For the Year Ended December 31,2010

2009

2008Amounts charged to unconsolidated joint ventures

$
118,905

$
120,866

$
125,663Amounts charged to properties owned by related parties


4,308


4,522


4,980


During
2010, 2009 and 2008, we recorded interest income of $9.9 million, $9.3 million and $15.3 million respectively, and financing fee income of
$0.9 million, $3.7 million and $3.1 million, respectively, net of inter-entity

100

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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)

12.    Related Party Transactions (Continued)

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.    Quarterly Financial Data (Unaudited)

Quarterly 2010 and 2009 data is summarized in the table below. Quarterly amounts may not equal annual amounts due to rounding.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter2010Total revenue

$
925,071

$
933,566

$
979,275

$
1,119,718Operating income


426,916


415,467


397,794


504,062Consolidated income from continuing operations


20,754


185,152


280,532


267,076Net income available to unitholders


11,263


183,117


277,101


262,464Income from continuing operations per unit  Basic

$
0.03

$
0.52

$
0.79

$
0.74Net income per unit  Basic

$
0.03

$
0.52

$
0.79

$
0.74Income from continuing operations per unit  Diluted

$
0.03

$
0.52

$
0.79

$
0.74Net income per unit  Diluted

$
0.03

$
0.52

$
0.79

$
0.74Weighted average units outstanding


343,822,515


350,774,430


352,003,179


353,179,310Diluted weighted average units outstanding


344,136,257


351,064,361


352,261,889


353,408,9762009Total revenue

$
918,492

$
903,612

$
924,932

$
1,028,180Operating income


364,216


224,698


392,177


425,601Consolidated income (loss) from continuing operations


146,248


(14,108
)

139,189


115,933Net income (loss) available to unitholders


132,502


(27,114
)

127,827


110,357Income (loss) from continuing operations per unit  Basic

$
0.45

($
0.08
)
$
0.38

$
0.33Net income (loss) per unit  Basic

$
0.45

($
0.08
)
$
0.38

$
0.33Income (loss) from continuing operations per unit  Diluted

$
0.45

($
0.08
)
$
0.38

$
0.32Net income (loss) per unit  Diluted

$
0.45

($
0.08
)
$
0.38

$
0.32Weighted average units outstanding


292,771,470


325,115,460


338,766,765


341,622,416Diluted weighted average units outstanding


292,991,380


325,115,460


339,953,846


342,377,675


101

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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 11,
2011

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 11, 2011/s/ HERBERT SIMON Herbert Simon

Chairman Emeritus and Director

March 11, 2011/s/ RICHARD S. SOKOLOV Richard S. Sokolov

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

March 11, 2011/s/ MELVYN E. BERGSTEIN Melvyn E. Bergstein

Director

March 11, 2011/s/ LARRY C. GLASSCOCK Larry C. Glasscock

Director

March 11, 2011/s/ LINDA WALKER BYNOE Linda Walker Bynoe

Director

March 11, 2011/s/ REUBEN S. LEIBOWITZ Reuben S. Leibowitz

Director

March 11, 2011


102

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Table of Contents

Signature

Capacity

Date/s/ J. ALBERT SMITH, JR. J. Albert Smith, Jr.

Director

March 11, 2011/s/ KAREN N. HORN Karen N. Horn

Director

March 11, 2011/s/ ALLAN HUBBARD Allan Hubbard

Director

March 11, 2011/s/ DANIEL C. SMITH Daniel C. Smith

Director

March 11, 2011/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 11, 2011/s/ STEVEN K. BROADWATER Steven K. Broadwater

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

March 11, 2011


103

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Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2010
(Dollars in thousands)

Initial Cost (3)

Cost Capitalized
Subsequent to
Acquisition (3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionRegional MallsAnderson Mall, Anderson, SC

$
26,754

$
1,712

$
15,227

$
851

$
20,334

$
2,563

$
35,561

$
38,124

$
13,687

1972Arsenal Mall, Watertown, MA


846


14,714


47,680





6,430


14,714


54,110


68,824


17,411

1999 (4)Bangor Mall, Bangor, ME


80,000


5,478


59,740





9,404


5,478


69,144


74,622


21,729

2004 (5)Barton Creek Square, Austin, TX





2,903


20,929


7,983


61,142


10,886


82,071


92,957


43,312

1981Battlefield Mall, Springfield, MO


90,885


3,919


27,231


3,000


62,518


6,919


89,749


96,668


52,350

1970Bay Park Square, Green Bay, WI





6,358


25,623


4,133


23,627


10,491


49,250


59,741


21,470

1980Bowie Town Center, Bowie, MD





2,710


65,044


235


5,789


2,945


70,833


73,778


25,565

2001Boynton Beach Mall, Boynton Beach, FL





22,240


78,804


4,666


25,170


26,906


103,974


130,880


39,730

1985Brea Mall, Brea, CA





39,500


209,202





25,682


39,500


234,884


274,384


83,316

1998 (4)Broadway Square, Tyler, TX





11,306


32,431





22,257


11,306


54,688


65,994


23,516

1994 (4)Brunswick Square, East Brunswick, NJ


80,965


8,436


55,838





27,967


8,436


83,805


92,241


37,536

1973Burlington Mall, Burlington, MA





46,600


303,618


19,600


90,699


66,200


394,317


460,517


122,167

1998 (4)Castleton Square, Indianapolis, IN





26,250


98,287


7,434


70,451


33,684


168,738


202,422


63,697

1972Century III Mall, West Mifflin, PA


78,973


17,380


102,364


10


7,083


17,390


109,447


126,837


72,123

1979Charlottesville Fashion Square, Charlottesville, VA








54,738





13,939





68,677


68,677


27,214

1997 (4)Chautauqua Mall, Lakewood, NY





3,257


9,641





16,456


3,257


26,097


29,354


12,829

1971Chesapeake Square, Chesapeake, VA


68,796


11,534


70,461





11,517


11,534


81,978


93,512


42,220

1989Cielo Vista Mall, El Paso, TX





1,005


15,262


608


44,663


1,613


59,925


61,538


33,617

1974College Mall, Bloomington, IN





1,003


16,245


720


43,377


1,723


59,622


61,345


28,994

1965Columbia Center, Kennewick, WA





17,441


66,580





21,868


17,441


88,448


105,889


34,170

1987Copley Place, Boston, MA








378,045





88,575





466,620


466,620


118,457

2002 (4)Coral Square, Coral Springs, FL





13,556


93,630





14,493


13,556


108,123


121,679


54,666

1984Cordova Mall, Pensacola, FL





18,626


73,091


7,321


44,759


25,947


117,850


143,797


36,937

1998 (4)Cottonwood Mall, Albuquerque, NM





10,122


69,958





5,082


10,122


75,040


85,162


35,198

1996Crystal River Mall, Crystal River, FL


14,441


5,393


20,241





4,850


5,393


25,091


30,484


11,203

1990DeSoto Square, Bradenton, FL


63,156


9,011


52,675





7,114


9,011


59,789


68,800


24,970

1973Domain, The, Austin, TX (6)





45,152


197,010





137,617


45,152


334,627


379,779


39,371

2005Edison Mall, Fort Myers, FL





11,529


107,350





28,277


11,529


135,627


147,156


49,499

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








120,579





47,507





168,086


168,086


61,436

1997 (4)Firewheel Town Center, Garland, TX





8,636


82,716





24,793


8,636


107,509


116,145


25,015

2004Forest Mall, Fond Du Lac, WI


15,883


721


4,491





8,819


721


13,310


14,031


8,209

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








276,567





210,699





487,266


487,266


141,772

1992


104

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Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2010
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionGreat Lakes Mall, Mentor, OH





12,302


100,362





10,478


12,302


110,840


123,142


47,300

1961Greenwood Park Mall, Greenwood, IN


79,097


2,423


23,445


5,253


115,289


7,676


138,734


146,410


53,749

1979Gulf View Square, Port Richey, FL





13,690


39,991


2,023


18,348


15,713


58,339


74,052


24,499

1980Gwinnett Place, Duluth, GA


115,000


17,051


141,191





4,908


17,051


146,099


163,150


50,674

1998 (5)Haywood Mall, Greenville, SC





11,585


133,893


6


20,669


11,591


154,562


166,153


67,804

1998 (4)Independence Center, Independence, MO


200,000


5,042


45,798





31,354


5,042


77,152


82,194


34,005

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


74,493


733


17,163


73


21,444


806


38,607


39,413


22,437

1979Irving Mall, Irving, TX





6,737


17,479


2,533


40,945


9,270


58,424


67,694


35,644

1971Jefferson Valley Mall, Yorktown Heights, NY





4,868


30,304





26,422


4,868


56,726


61,594


30,474

1983Knoxville Center, Knoxville, TN


56,410


5,006


21,617


3,712


34,423


8,718


56,040


64,758


30,140

1984La Plaza Mall, McAllen, TX





1,375


9,828


6,569


39,449


7,944


49,277


57,221


23,938

1976Laguna Hills Mall, Laguna Hills, CA





27,928


55,446





13,916


27,928


69,362


97,290


26,114

1997 (4)Lakeline Mall, Austin, TX





10,088


81,568


14


16,119


10,102


97,687


107,789


40,371

1995Lenox Square, Atlanta, GA





38,058


492,411





64,371


38,058


556,782


594,840


190,438

1998 (4)Lima Mall, Lima, OH





7,659


35,338





11,638


7,659


46,976


54,635


21,598

1965Lincolnwood Town Center, Lincolnwood, IL





7,907


63,480


28


7,325


7,935


70,805


78,740


39,335

1990Livingston Mall, Livingston, NJ





22,214


105,250





37,666


22,214


142,916


165,130


45,636

1998 (4)Longview Mall, Longview, TX


29,726


259


3,567


124


8,112


383


11,679


12,062


6,282

1978Mall at Chestnut Hill, The, Chestnut Hill, MA





449


24,615








449


24,615


25,064


701

2002 (5)Mall of Georgia, Mill Creek, GA





47,492


326,633





4,965


47,492


331,598


379,090


89,654

1999 (5)Maplewood Mall, Minneapolis, MN





17,119


80,758





13,177


17,119


93,935


111,054


27,422

2002 (4)Markland Mall, Kokomo, IN


21,031





7,568





10,367





17,935


17,935


10,524

1968McCain Mall, N. Little Rock, AR








9,515


10,530


11,095


10,530


20,610


31,140


14,879

1973Melbourne Square, Melbourne, FL





15,762


55,891


4,160


27,746


19,922


83,637


103,559


31,357

1982Menlo Park Mall, Edison, NJ





65,684


223,252





39,840


65,684


263,092


328,776


100,995

1997 (4)Midland Park Mall, Midland, TX


30,702


687


9,213





16,722


687


25,935


26,622


14,792

1980Miller Hill Mall, Duluth, MN





2,965


18,092





29,506


2,965


47,598


50,563


31,404

1973Montgomery Mall, Montgomeryville, PA


86,063


27,105


86,915





26,977


27,105


113,892


140,997


29,056

2004 (5)Muncie Mall, Muncie, IN





172


5,776


52


27,415


224


33,191


33,415


18,186

1970North East Mall, Hurst, TX





128


12,966


19,010


150,597


19,138


163,563


182,701


72,329

1971Northfield Square Mall, Bourbonnais, IL


27,575


362


53,396





1,809


362


55,205


55,567


34,429

2004 (5)Northgate Mall, Seattle, WA





24,369


115,992





92,465


24,369


208,457


232,826


66,851

1987Northlake Mall, Atlanta, GA


65,075


33,400


98,035





4,146


33,400


102,181


135,581


56,918

1998 (4)Northwoods Mall, Peoria, IL





1,185


12,779


2,372


36,610


3,557


49,389


52,946


28,766

1983Oak Court Mall, Memphis, TN





15,673


57,304





9,188


15,673


66,492


82,165


27,311

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





20,404


124,945





24,479


20,404


149,424


169,828


51,626

1998 (4)


105

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Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2010
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionOrange Park Mall, Orange Park, FL





12,998


65,121





40,006


12,998


105,127


118,125


44,665

1994 (4)Orland Square, Orland Park, IL





35,514


129,906





22,651


35,514


152,557


188,071


60,746

1997 (4)Oxford Valley Mall, Langhorne, PA


71,000


24,544


100,287





8,905


24,544


109,192


133,736


53,329

2003 (4)Paddock Mall, Ocala, FL





11,198


39,727





16,659


11,198


56,386


67,584


20,655

1980Penn Square Mall, Oklahoma City, OK


98,498


2,043


155,958





28,249


2,043


184,207


186,250


68,745

2002 (4)Pheasant Lane Mall, Nashua, NH





3,902


155,068


550


18,953


4,452


174,021


178,473


57,549

2004 (5)Phipps Plaza, Atlanta, GA





16,725


210,610





26,934


16,725


237,544


254,269


84,988

1998 (4)Plaza Carolina, Carolina, PR


185,992


15,493


279,560





21,950


15,493


301,510


317,003


65,576

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


48,398


5,471


58,570





15,792


5,471


74,362


79,833


33,357

1989Prien Lake Mall, Lake Charles, LA





1,842


2,813


3,091


37,574


4,933


40,387


45,320


20,603

1972Richmond Town Square, Richmond Heights, OH


43,124


2,600


12,112





58,662


2,600


70,774


73,374


44,952

1966River Oaks Center, Calumet City, IL





30,560


101,224





10,299


30,560


111,523


142,083


42,727

1997 (4)Rockaway Townsquare, Rockaway, NJ





44,116


212,257


27


34,740


44,143


246,997


291,140


82,110

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





1,929


38,609





13,239


1,929


51,848


53,777


27,196

1988Roosevelt Field, Garden City, NY





163,609


702,008





36,094


163,609


738,102


901,711


257,321

1998 (4)Ross Park Mall, Pittsburgh, PA





23,541


90,203





81,368


23,541


171,571


195,112


65,766

1986Santa Rosa Plaza, Santa Rosa, CA





10,400


87,864





11,084


10,400


98,948


109,348


35,805

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





9,139


54,445


7,491


150,426


16,630


204,871


221,501


87,292

1979South Hills Village, Pittsburgh, PA





23,445


125,840


2,945


24,469


26,390


150,309


176,699


54,768

1997 (4)South Shore Plaza, Braintree, MA





101,200


301,495





147,442


101,200


448,937


550,137


118,145

1998 (4)Southern Park Mall, Boardman, OH





16,982


77,767


97


24,244


17,079


102,011


119,090


44,551

1970SouthPark, Charlotte, NC


195,764


42,092


188,055


100


165,575


42,192


353,630


395,822


106,810

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





7,710


52,934


1,180


28,677


8,890


81,611


90,501


40,070

1990Stanford Shopping Center, Palo Alto, CA


240,000





339,537





5,280





344,817


344,817


79,769

2003 (4)Summit Mall, Akron, OH


65,000


15,374


51,137





41,529


15,374


92,666


108,040


33,738

1965Sunland Park Mall, El Paso, TX


31,856


2,896


28,900





8,475


2,896


37,375


40,271


22,544

1988Tacoma Mall, Tacoma, WA


118,001


37,803


125,826





80,839


37,803


206,665


244,468


70,160

1987Tippecanoe Mall, Lafayette, IN





2,897


8,439


5,517


44,075


8,414


52,514


60,928


34,491

1973Town Center at Aurora, Aurora, CO





9,959


56,832


6


56,929


9,965


113,761


123,726


44,584

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





64,200


307,317





152,520


64,200


459,837


524,037


153,354

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


280,000


32,355


158,225





13,564


32,355


171,789


204,144


57,555

1998 (5)Towne East Square, Wichita, KS





8,525


18,479


1,429


39,035


9,954


57,514


67,468


33,506

1975


106

---



Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2010
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionTowne West Square, Wichita, KS


48,760


972


21,203


61


12,060


1,033


33,263


34,296


20,104

1980Treasure Coast Square, Jensen Beach, FL





11,124


72,990


3,067


34,039


14,191


107,029


121,220


43,301

1987Tyrone Square, St. Petersburg, FL





15,638


120,962





27,980


15,638


148,942


164,580


60,922

1972University Park Mall, Mishawaka, IN





16,768


112,158


7,000


49,562


23,768


161,720


185,488


98,426

1996 (4)Upper Valley Mall, Springfield, OH


47,108


8,421


38,745





10,434


8,421


49,179


57,600


19,768

1979Valle Vista Mall, Harlingen, TX


40,000


1,398


17,159


329


20,676


1,727


37,835


39,562


19,546

1983Virginia Center Commons, Glen Allen, VA





9,764


50,547


4,149


11,961


13,913


62,508


76,421


21,303

1991Walt Whitman Mall, Huntington Station, NY


120,622


51,700


111,258


3,789


42,228


55,489


153,486


208,975


65,360

1998 (4)Washington Square, Indianapolis, IN


27,835


6,319


36,495





11,109


6,319


47,604


53,923


41,851

1974West Ridge Mall, Topeka, KS


67,568


5,453


34,132


1,168


22,900


6,621


57,032


63,653


26,964

1988Westminster Mall, Westminster, CA





43,464


84,709





32,058


43,464


116,767


160,231


40,375

1998 (4)White Oaks Mall, Springfield, IL


50,000


3,024


35,692


2,102


38,422


5,126


74,114


79,240


31,776

1977Wolfchase Galleria, Memphis, TN


225,000


15,881


128,276





9,482


15,881


137,758


153,639


54,785

2002 (4)Woodland Hills Mall, Tulsa, OK


96,047


34,211


187,123





13,645


34,211


200,768


234,979


68,846

2004 (5)Premium OutletsAlbertville Premium Outlets, Albertville, MN





3,900


97,059





4,139


3,900


101,198


105,098


27,603

2004 (4)Allen Premium Outlets, Allen, TX





13,855


43,687


97


16,023


13,952


59,710


73,662


17,726

2004 (4)Aurora Farms Premium Outlets, Aurora, OH





2,370


24,326





1,876


2,370


26,202


28,572


14,288

2004 (4)Birch Run Premium Outlets, Birch Run, MI


109,113


11,432


78,338








11,432


78,338


89,770


1,476

2010 (4)Calhoun Premium Outlets, Calhoun, GA


20,974


1,560


13,800








1,560


13,800


15,360


638

2010 (4)Camarillo Premium Outlets, Camarillo, CA





16,670


224,721


482


62,741


17,152


287,462


304,614


56,768

2004 (4)Carlsbad Premium Outlets, Carlsbad, CA





12,890


184,990


96


2,274


12,986


187,264


200,250


39,874

2004 (4)Carolina Premium Outlets, Smithfield, NC


19,047


3,170


59,863





2,919


3,170


62,782


65,952


19,936

2004 (4)Chicago Premium Outlets, Aurora, IL





659


118,005





4,294


659


122,299


122,958


34,690

2004 (4)Cincinnati Premium Outlets, Monroe, OH





14,117


71,520





3,199


14,117


74,719


88,836


5,349

2008Clinton Crossing Premium Outlets, Clinton, CT





2,060


107,556


1,532


1,793


3,592


109,349


112,941


28,015

2004 (4)Columbia Gorge Premium Outlets, Troutdale, OR





7,900


16,492





2,184


7,900


18,676


26,576


7,957

2004 (4)Desert Hills Premium Outlets, Cabazon, CA





3,440


338,679





3,832


3,440


342,511


345,951


69,218

2004 (4)Edinburgh Premium Outlets, Edinburgh, IN





2,857


47,309





11,980


2,857


59,289


62,146


18,228

2004 (4)Ellenton Premium Outlets, Ellenton, FL


107,735


15,396


181,048








15,396


181,048


196,444


3,868

2010 (4)Folsom Premium Outlets, Folsom, CA





9,060


50,281





3,372


9,060


53,653


62,713


18,132

2004 (4)Gaffney Premium Outlets, Gaffney, SC


38,065


5,162


30,767








5,162


30,767


35,929


727

2010 (4)Gilroy Premium Outlets, Gilroy, CA





9,630


194,122





7,538


9,630


201,660


211,290


49,547

2004 (4)Grove City Premium Outlets, Grove City, PA


116,314


10,092


128,516








10,092


128,516


138,608


2,823

2010 (4)Gulfport Premium Outlets, Gulfport, MS


25,948





29,648











29,648


29,648


615

2010 (4)Hagerstown Premium Outlets, Hagerstown, MD


91,680


3,798


89,724








3,798


89,724


93,522


1,813

2010 (4)Houston Premium Outlets, Cypress, TX





20,871


69,350





48,532


20,871


117,882


138,753


11,578

2007Jackson Premium Outlets, Jackson, NJ





6,413


104,013


3


3,673


6,416


107,686


114,102


22,999

2004 (4)Jersey Shore Premium Outlets, Tinton Falls, NJ





16,141


50,979





74,435


16,141


125,414


141,555


12,876

2007Johnson Creek Premium Outlets, Johnson Creek, WI





2,800


39,546





5,523


2,800


45,069


47,869


10,653

2004 (4)


107

---



Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2010
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionKittery Premium Outlets, Kittery, ME


43,556


11,832


94,994





5,859


11,832


100,853


112,685


18,645

2004 (4)Las Americas Premium Outlets, San Diego, CA


180,000


45,168


251,878





3,746


45,168


255,624


300,792


25,052

2007 (4)Las Vegas Outlet Center, Las Vegas, NV





13,085


160,777





16,826


13,085


177,603


190,688


30,836

2004 (4)Las Vegas Premium Outlets, Las Vegas, NV





25,435


134,973


450


60,237


25,885


195,210


221,095


43,591

2004 (4)Lebanon Premium Outlets, Lebanon, TN


15,953


1,723


9,890








1,723


9,890


11,613


303

2010 (4)Lee Premium Outlets, Lee, MA


52,358


9,464


54,439








9,464


54,439


63,903


1,264

2010 (4)Leesburg Corner Premium Outlets, Leesburg, VA





7,190


162,023





3,392


7,190


165,415


172,605


43,945

2004 (4)Liberty Village Premium Outlets, Flemington, NJ





5,670


28,904





2,279


5,670


31,183


36,853


12,391

2004 (4)Lighthouse Place Premium Outlets, Michigan City, IN


88,623


6,630


94,138





5,517


6,630


99,655


106,285


30,715

2004 (4)Napa Premium Outlets, Napa, CA





11,400


45,023





1,669


11,400


46,692


58,092


13,132

2004 (4)North Bend Premium Outlets, North Bend, WA





2,143


36,197





2,145


2,143


38,342


40,485


8,182

2004 (4)North Georgia Premium Outlets, Dawsonville, GA





4,300


132,325





2,324


4,300


134,649


138,949


34,753

2004 (4)Orlando Premium OutletsVineland Ave., Orlando, FL





14,040


304,410


15,855


47,169


29,895


351,579


381,474


65,172

2004 (4)Orlando Premium OutletsInternational Dr., Orlando, FL





35,365


449,563








35,365


449,563


484,928


6,315

2010 (4)Osage Beach Premium Outlets, Osage Beach, MO





9,460


85,804





3,484


9,460


89,288


98,748


24,918

2004 (4)Petaluma Village Premium Outlets, Petaluma, CA





13,322


14,067





322


13,322


14,389


27,711


7,815

2004 (4)Philadelphia Premium Outlets, Limerick, PA


190,000


16,676


105,249





14,227


16,676


119,476


136,152


19,305

2006Pismo Beach Premium Outlets, Pismo Beach, CA


33,850


3,837


24,751








3,837


24,751


28,588


736

2010 (4)Pleasant Prairie Premium Outlets, Pleasant Prairie, WI


99,351


15,870


126,841








15,870


126,841


142,711


2,117

2010 (4)Puerto Rico Premium Outlets, Barceloneta, PR


74,516


20,716


112,948








20,716


112,948


133,664


3,352

2010 (4)Queenstown Premium Outlets, Queenstown, MD


66,150


7,005


65,801








7,005


65,801


72,806


1,211

2010 (4)Rio Grande Valley Premium Outlets, Mercedes, TX





12,229


41,547





35,104


12,229


76,651


88,880


16,203

2005Round Rock Premium Outlets, Round Rock, TX





21,977


82,252





478


21,977


82,730


104,707


20,621

2005San Marcos Premium Outlets, San Marcos, TX


147,523


18,482


254,079








18,482


254,079


272,561


3,602

2010 (4)Seattle Premium Outlets, Seattle, WA








103,722





16,985





120,707


120,707


26,934

2004 (4)St. Augustine Premium Outlets, St. Augustine, FL





6,090


57,670


2


7,356


6,092


65,026


71,118


19,587

2004 (4)The Crossings Premium Outlets, Tannersville, PA


50,927


7,720


172,931





10,311


7,720


183,242


190,962


39,629

2004 (4)Vacaville Premium Outlets, Vacaville, CA





9,420


84,850





8,183


9,420


93,033


102,453


28,247

2004 (4)Waikele Premium Outlets, Waipahu, HI





22,630


77,316





2,335


22,630


79,651


102,281


22,173

2004 (4)Waterloo Premium Outlets, Waterloo, NY


72,822


3,230


75,277





6,621


3,230


81,898


85,128


24,337

2004 (4)


108

---



Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2010
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionWilliamsburg Premium Outlets, Williamsburg, VA


105,916


11,124


219,681








11,124


219,681


230,805


3,414

2010 (4)Woodbury Common Premium Outlets, Central Valley, NY





11,110


862,559


1,658


4,580


12,768


867,139


879,907


178,108

2004 (4)Wrentham Village Premium Outlets, Wrentham, MA





4,900


282,031





5,057


4,900


287,088


291,988


66,343

2004 (4)Community/Lifestyle CentersArboretum at Great Hills, Austin, TX





7,640


36,774


71


8,582


7,711


45,356


53,067


16,363

1998 (4)Bloomingdale Court, Bloomingdale, IL


26,262


8,748


26,184





9,696


8,748


35,880


44,628


18,087

1987Charles Towne Square, Charleston, SC








1,768


370


10,636


370


12,404


12,774


7,616

1976Chesapeake Center, Chesapeake, VA





5,352


12,279





753


5,352


13,032


18,384


5,340

1989Countryside Plaza, Countryside, IL





332


8,507


2,554


9,182


2,886


17,689


20,575


8,518

1977Dare Centre, Kill Devil Hills, NC


1,586





5,702





202





5,904


5,904


1,117

2004 (4)DeKalb Plaza, King of Prussia, PA


2,815


1,955


3,405





1,139


1,955


4,544


6,499


1,907

2003 (4)Forest Plaza, Rockford, IL


18,685


4,132


16,818


453


11,456


4,585


28,274


32,859


10,851

1985Gateway Shopping Center, Austin, TX


87,000


24,549


81,437





9,775


24,549


91,212


115,761


24,639

2004 (4)Great Lakes Plaza, Mentor, OH





1,028


2,025





3,574


1,028


5,599


6,627


1,946

1976Greenwood Plus, Greenwood, IN





1,129


1,792





3,737


1,129


5,529


6,658


3,048

1979Henderson Square, King of Prussia, PA


14,100


4,223


15,124





746


4,223


15,870


20,093


3,522

2003 (4)Highland Lakes Center, Orlando, FL


14,641


7,138


25,284





1,581


7,138


26,865


34,003


15,578

1991Ingram Plaza, San Antonio, TX





421


1,802


4


59


425


1,861


2,286


1,270

1980Keystone Shoppes, Indianapolis, IN








4,232





935





5,167


5,167


2,016

1997 (4)Lake Plaza, Waukegan, IL





2,487


6,420





1,082


2,487


7,502


9,989


3,855

1986Lake View Plaza, Orland Park, IL


15,885


4,702


17,543





13,176


4,702


30,719


35,421


15,274

1986Lakeline Plaza, Austin, TX


17,504


5,822


30,875





6,498


5,822


37,373


43,195


15,467

1998Lima Center, Lima, OH





1,781


5,151





6,860


1,781


12,011


13,792


5,244

1978Lincoln Crossing, O'Fallon, IL





674


2,192





784


674


2,976


3,650


1,358

1990Lincoln Plaza, King of Prussia, PA








21,299





3,289





24,588


24,588


10,034

2003 (4)MacGregor Village, Cary, NC


6,378


502


8,897





249


502


9,146


9,648


1,717

2004 (4)Mall of Georgia Crossing, Mill Creek, GA





9,506


32,892





311


9,506


33,203


42,709


12,982

2004 (5)Markland Plaza, Kokomo, IN





206


738





6,285


206


7,023


7,229


3,274

1974Martinsville Plaza, Martinsville, VA








584





408





992


992


768

1967Matteson Plaza, Matteson, IL





1,771


9,737





2,750


1,771


12,487


14,258


6,818

1988Muncie Plaza, Muncie, IN


7,277


267


10,509


87


1,583


354


12,092


12,446


4,763

1998New Castle Plaza, New Castle, IN





128


1,621





1,457


128


3,078


3,206


1,659

1966North Ridge Plaza, Joliet, IL





2,831


7,699





4,464


2,831


12,163


14,994


5,370

1985North Ridge Shopping Center, Raleigh, NC


7,790


385


12,838





610


385


13,448


13,833


2,634

2004 (4)Northwood Plaza, Fort Wayne, IN





148


1,414





1,682


148


3,096


3,244


1,991

1974Palms Crossing, McAllen, TX (6)





13,496


45,925





9,074


13,496


54,999


68,495


8,082

2006Pier Park, Panama City Beach, FL





23,586


73,158





41,394


23,586


114,552


138,138


13,515

2006Regency Plaza, St. Charles, MO


3,893


616


4,963





583


616


5,546


6,162


2,650

1988Richardson Square, Richardson, TX





6,285





990


15,323


7,275


15,323


22,598


1,467

1977Rockaway Commons, Rockaway, NJ





5,149


26,435





7,713


5,149


34,148


39,297


9,132

1998 (4)Rockaway Town Plaza, Rockaway, NJ








18,698


2,225


1,961


2,225


20,659


22,884


3,848

2004


109

---



Table of Contents

SCHEDULE III

Simon Property Group, L.P. and SubsidiariesReal Estate and Accumulated Depreciation
December 31, 2010
(Dollars in thousands)

Initial Cost (Note 3)

Cost Capitalized
Subsequent to
Acquisition (Note 3)

Gross Amounts At Which
Carried At Close of PeriodName, Location

Encumbrances

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Land

Buildings and
Improvements

Total (1)

Accumulated
Depreciation (2)

Date of
ConstructionShops at Arbor Walk, The, Austin, TX (6)





930


42,546





4,295


930


46,841


47,771


7,189

2005Shops at North East Mall, The, Hurst, TX





12,541


28,177


402


4,065


12,943


32,242


45,185


15,380

1999St. Charles Towne Plaza, Waldorf, MD


25,303


8,377


18,993





3,354


8,377


22,347


30,724


11,163

1987Teal Plaza, Lafayette, IN





99


878





1,769


99


2,647


2,746


1,604

1962Terrace at the Florida Mall, Orlando, FL





2,150


7,623





5,151


2,150


12,774


14,924


5,340

1989Tippecanoe Plaza, Lafayette, IN








745


234


5,169


234


5,914


6,148


3,330

1974University Center, Mishawaka, IN





3,071


7,413





1,754


3,071


9,167


12,238


7,095

1980Washington Plaza, Indianapolis, IN





941


1,697





447


941


2,144


3,085


2,604

1976Waterford Lakes Town Center, Orlando, FL





8,679


72,836





14,052


8,679


86,888


95,567


37,570

1999West Ridge Plaza, Topeka, KS


4,866


1,376


4,560





1,926


1,376


6,486


7,862


3,253

1988White Oaks Plaza, Springfield, IL


14,554


3,169


14,267





3,029


3,169


17,296


20,465


7,637

1986Wolf Ranch Town Center, Georgetown, TX





21,785


51,547





7,024


21,785


58,571


80,356


12,211

2004Other PropertiesCrossville Outlet Center, Crossville, TN





263


4,380





208


263


4,588


4,851


1,005

2004 (4)Factory Merchants Branson, Branson, MO








19,637





2,251





21,888


21,888


7,704

2004 (4)The Shoppes at Branson Meadows, Branson, MO


8,858





5,205





457





5,662


5,662


1,033

2004 (4)Factory Stores of America  Boaz, AL


2,590





924





43





967


967


160

2004 (4)Factory Stores of America  Georgetown, KY


6,140


148


3,610





49


148


3,659


3,807


666

2004 (4)Factory Stores of America  Graceville, FL


1,823


12


408





116


12


524


536


84

2004 (4)Factory Stores of America  Lebanon. MO


1,534


24


214








24


214


238


56

2004 (4)Factory Stores of America  Nebraska City, NE


1,439


26


566





31


26


597


623


117

2004 (4)Factory Stores of America  Story City, IA


1,780


7


526





5


7


531


538


93

2004 (4)Florida City Outlet Center, Florida City, FL


10,995


1,080


2,874








1,080


2,874


3,954


115

2010 (4)Huntley Outlet Center, Huntley, IL


30,753


1,154


3,720








1,154


3,720


4,874


130

2010 (4)Nanuet Mall, Nanuet, NY





27,310


162,993





3,207


27,310


166,200


193,510


165,293

1998 (4)Naples Outlet Center, Naples, FL


16,531


906


1,363








906


1,363


2,269


47

2010 (4)Outlet Marketplace, Orlando, FL





6,587


6,274








6,587


6,274


12,861


261

2010 (4)University Mall, Pensacola, FL





4,256


26,657





3,394


4,256


30,051


34,307


29,135

1994Development ProjectsMerrimack Premium Outlets





17,306


20,300








17,306


20,300


37,606


Other pre-development costs





20,336


997








20,336


997


21,333


391Other


72,175


9,791


108,705





1,266


9,791


109,971


119,762


9,313$
5,580,022


2,744,371

$
19,388,253

$
184,683

$
4,874,916

$
2,929,054

$
24,263,169

$
27,192,223

$
7,485,822


110

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Table of Contents

Simon Property Group, L.P. and Subsidiaries

Notes to Schedule III as of December 31, 2010

(Dollars in thousands)

(1)    Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2010, 2009, and 2008 are as follows:

2010

2009

2008Balance, beginning of year

$
25,023,715

$
24,907,970

$
24,163,367Acquisitions and consolidations (5)


2,200,102





7,640Improvements


273,255


315,928


797,717Disposals


(304,849
)

(200,183
)

(60,754
)Balance, close of year

$
27,192,223

$
25,023,715

$
24,907,970


The
unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2010 was $21,371,250.

(2)       Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2010, 2009, and 2008 are as follows:

2010

2009

2008Balance, beginning of year

$
6,806,670

$
6,015,677

$
5,168,565Depreciation expense


874,450


893,139


871,556Disposals


(195,299
)

(102,146
)

(24,444
)Balance, close of year

$
7,485,821

$
6,806,670

$
6,015,677


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:



111

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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 to Simon Property Group, L.P.'s Annual Report on Form 10-K for the year ended December 31, 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 (incorporated by reference to Exhibit 3.4 to Simon Property Group, L.P.'s
Annual Report on Form 10-K for the year ended December 31, 2006).3.4

Agreement between Simon property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective
as of October 14, 2004, regarding redemption of the Registrant's Series I Preferred Units (incorporated by reference to Exhibit 3.2 to Simon Property Group, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2009).4(a)

Indenture, dated as of November 26, 1996, by and among Simon Property Group, L.P. and The Chase Manhattan Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement of Form S-3 filed on October 21, 1996 (Reg. No. 333-11491)).10.1*

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).10.2

Option Agreement to acquire the Excluded Retail Property (incorporated by reference to Exhibit 10.10 of the Annual Report
on Form 10-K for the year ended December 31, 1993 filed by a predecessor of Simon Property Group, L.P.).10.3

Voting Agreement dated as of June 20, 2004 among the Simon Property Group, Inc., Simon Property Group, L.P., and
certain holders of shares of common stock of Chelsea Property Group, Inc. and/or common units of CPG Partners, L.P. (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Simon Property Group,
 L.P. on June 22, 2004).10.4

$3,565,000,000 Credit Agreement dated as of December 8, 2009 (incorporated by reference to Exhibit 99.2 of Simon
Property Group, L.P.'s Current Report on Form 8-K filed December 11, 2009).12

Statement regarding computation of ratios.21

List of Subsidiaries of the Company.23.1

Consent of Ernst & Young LLP.31.1

Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(a)Does
not include supplemental indentures which authorize the issuance of debt securities series, none of which exceeds 10% of the total assets of Simon
Property Group, L.P. on a consolidated basis. Simon Property Group, L.P. agrees to file copies of any such supplemental indentures upon the request of the Commission.*Represents
a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.


112

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