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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2011	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	SIMON PROPERTY GROUP L P /DE/
Entity Central Index Key	0001022344
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding	0
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
REVENUE:
Minimum rent	$ 2,664,724	$ 2,429,519	$ 2,316,838
Overage rent	140,842	110,621	84,922
Tenant reimbursements	1,177,269	1,083,780	1,062,227
Management fees and other revenues	128,010	121,207	124,059
Other income	195,587	212,503	187,170
Total revenue	4,306,432	3,957,630	3,775,216
EXPENSES:
Property operating	436,571	414,264	425,703
Depreciation and amortization	1,065,946	982,820	997,598
Real estate taxes	369,755	345,960	333,957
Repairs and maintenance	113,496	102,425	91,736
Advertising and promotion	107,002	97,194	93,565
Provision for credit losses	6,505	3,130	22,655
Home and regional office costs	128,618	109,314	110,048
General and administrative	46,319	21,267	18,124
Impairment charge			197,353
Transaction expenses		68,972	5,697
Other	97,078	68,045	72,088
Total operating expenses	2,371,290	2,213,391	2,368,524
OPERATING INCOME	1,935,142	1,744,239	1,406,692
Interest expense	(983,526)	(1,027,091)	(992,065)
Loss on extinguishment of debt		(350,688)
Income tax (expense) benefit of taxable REIT subsidiaries	(3,583)	(1,734)	5,220
Income from unconsolidated entities	81,238	75,921	40,220
Impairment charge from investments in unconsolidated entities		(8,169)	(42,697)
Gain (loss) upon acquisition of controlling interests, and on sale or disposal of assets and interests in unconsolidated entities, net	216,629	321,036	(30,108)
CONSOLIDATED NET INCOME	1,245,900	753,514	387,262
Net income attributable to noncontrolling interests	8,559	10,640	5,496
Preferred unit requirements	5,252	8,929	38,194
NET INCOME ATTRIBUTABLE TO UNITHOLDERS	1,232,089	733,945	343,572
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
General Partner	1,021,462	610,424	283,098
Limited Partners	210,627	123,521	60,474
NET INCOME ATTRIBUTABLE TO UNITHOLDERS	$ 1,232,089	$ 733,945	$ 343,572
BASIC EARNINGS PER UNIT:
Net income attributable to unitholders (in dollars per unit)	$ 3.48	$ 2.10	$ 1.06
DILUTED EARNINGS PER UNIT:
Net income attributable to unitholders (in dollars per unit)	$ 3.48	$ 2.10	$ 1.05
Consolidated Net Income	$ 1,245,900	$ 753,514	$ 387,262
Unrealized loss on interest rate hedge agreements	(91,933)	(3,493)	(27,999)
Net loss on derivative instruments reclassified from accumulated other comprehensive income into interest expense	16,169	15,769	14,754
Currency translation adjustments	(8,462)	(20,590)	(8,244)
Changes in available-for-sale securities and other	(37,431)	19,934	224,694
Comprehensive income	1,124,243	765,134	590,467
Comprehensive income attributable to noncontrolling interests	8,559	10,640	5,496
Comprehensive income attributable to common unitholders	$ 1,115,684	$ 754,494	$ 584,971

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
ASSETS:
Investment properties at cost	$ 29,657,046	$ 27,508,735
Less - accumulated depreciation	8,388,130	7,711,304
Investment properties, net	21,268,916	19,797,431
Cash and cash equivalents	798,650	796,718
Tenant receivables and accrued revenue, net	486,731	426,736
Investment in unconsolidated entities, at equity	1,378,084	1,390,105
Deferred costs and other assets	1,633,544	1,795,439
Notes receivable from related party	651,000	651,000
Total assets	26,216,925	24,857,429
LIABILITIES:
Mortgages and other indebtedness	18,446,440	17,473,760
Accounts payable, accrued expenses, intangibles, and deferred revenues	1,091,712	993,738
Cash distributions and losses in partnerships and joint ventures, at equity	695,569	485,855
Other liabilities and accrued dividends	170,971	184,855
Total liabilities	20,404,692	19,138,208
Commitments and contingencies
Preferred units, various series, at liquidation value, and noncontrolling redeemable interests in properties	267,945	85,469
Partners' equity
Preferred units, 796,948 units outstanding. Liquidation value of $39,847	45,047	45,375
General Partner, 293,856,250 and 292,961,909 units outstanding, respectively	4,604,619	4,785,405
Limited Partners, 60,858,134 and 60,233,424 units outstanding, respectively	953,622	983,887
Total partners' equity	5,603,288	5,814,667
Nonredeemable noncontrolling deficit interests in properties, net	(59,000)	(180,915)
Total equity	5,544,288	5,633,752
Total liabilities and equity	$ 26,216,925	$ 24,857,429

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets
Preferred units, units outstanding	796,948	796,948
Preferred units, Liquidation value (in dollars)	$ 39,847	$ 39,847
General Partner, units outstanding	293,856,250	292,961,909
Limited Partners, units outstanding	60,858,134	60,233,424

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net Income	$ 1,245,900	$ 753,514	$ 387,262
Adjustments to reconcile consolidated net income to net cash provided by operating activities -
Depreciation and amortization	1,112,438	1,016,027	1,009,490
Loss on debt extinguishment		350,688
Impairment charges		8,169	240,050
(Gain) loss upon acquisition of controlling interests, and on sale or disposal of assets and interests in unconsolidated entities, net	(216,629)	(321,036)	30,108
Straight-line rent	(30,308)	(24,487)	(24,653)
Equity in income of unconsolidated entities	(81,238)	(75,921)	(40,220)
Distributions of income from unconsolidated entities	112,977	109,050	105,318
Changes in assets and liabilities -
Tenant receivables and accrued revenue, net	(19,370)	2,144	37,465
Deferred costs and other assets	(58,924)	(40,388)	(28,089)
Acounts payable, accrued expenses, intangibles, deferred revenues and other liabilities	(58,959)	(22,550)	3,789
Net cash provided by operating activities	2,005,887	1,755,210	1,720,520
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions	(1,259,623)	(976,276)
Funding of loans to related parties		(29,500)	(120,000)
Repayments of loans to related parties		10,500	8,700
Capital expenditures, net	(445,495)	(256,312)	(376,275)
Cash from acquisitions and cash impact from the consolidation and deconsolidation of properties	19,302	27,015
Net proceeds from sale of assets	136,013	301,425	33,106
Investments in unconsolidated entities	(20,807)	(193,925)	(107,204)
Purchase of marketable and non-marketable securities	(42,015)	(16,157)	(132,984)
Sale of marketable and non-marketable securities	6,866	26,175	74,116
Purchase of loans held for investment		(433,033)
Repayments of loans held for investment	235,124	37,574
Distributions of capital from unconsolidated entities and other	376,593	255,819	201,550
Net cash used in investing activities	(994,042)	(1,246,695)	(418,991)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of units	5,313	4,166	1,642,228
Preferred unit redemptions		(10,994)	(87,689)
Distributions to noncontrolling interest holders in properties	(28,793)	(24,615)	(30,706)
Contributions from noncontrolling interest holders in properties	1,217	1,058	2,795
Partnership distributions	(1,244,156)	(919,443)	(186,050)
Loss on debt extinguishment		(350,688)
Mortgage and other indebtedness proceeds, net of transaction costs	1,655,203	3,858,815	3,220,706
Mortgage and other indebtedness principal payments	(1,398,697)	(6,227,814)	(2,678,639)
Net cash (used in) provided by financing activities	(1,009,913)	(3,669,515)	1,882,645
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	1,932	(3,161,000)	3,184,174
CASH AND CASH EQUIVALENTS, beginning of year	796,718	3,957,718	773,544
CASH AND CASH EQUIVALENTS, end of year	$ 798,650	$ 796,718	$ 3,957,718

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Series C Preferred Units	Series D Preferred Units	Series I Preferred Units	Series J Preferred Stock	Preferred Units	Preferred Units Series J Preferred Stock	Simon Property (Managing General Partner)	Limited Partners	Limited Partners Series C Preferred Units	Limited Partners Series D Preferred Units	Limited Partners Series I Preferred Units	Noncontrolling Interests
Balance at Dec. 31, 2008	$ 3,101,967					$ 48,671		$ 2,576,307	$ 627,799				$ (150,810)
Increase (Decrease) in Stockholders' Equity
General partner contributions (324,720 units, 178,683 units and 181,850 units for the year ended 2011, 2010 and 2009 and net of 76,969 units used to fund required withholding tax for the year ended 2011)	4,725							4,725
Issuance of units related to Simon Property public offerings (40,250,000 units)	1,638,340							1,638,340
Series J preferred stock premium and amortization					$ (328)		$ (328)
Preferred units converted to limited partner common units		$ 2,638	$ 38,086							$ 2,638	$ 38,086
Limited partner units converted to common units (584,432, 247,640 and 1,866,474 units for the year ended 2011, 2010 and 2009)								24,033	(24,033)
Stock incentive program (116,885, 116,726 and 254,227 units, net for the year ended 2011, 2010 and 2009)								0
Amortization of stock incentive	22,870							22,870
Issuance of unit equivalents and other (1,207,101 and 6,857 units)	(4,578)					(2,639)		(5,275)	624				2,712
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	(930,605)					(3,337)		(742,700)	(159,392)				(25,176)
Units issued to common unitholders (11,876,076 units) and limited partners (2,637,341 units)	754,237							620,503	133,734
Net income, excluding preferred distributions on temporary equity preferred units of $1,915, $5,592 and $34,857 for the year ended 2011, 2010 and 2009 and $8,946 attributable to noncontrolling redeemable interests in properties for the year ended 2011	352,405					3,337		283,098	60,474				5,496
Other comprehensive income (loss)	203,205							161,978	41,227
Balance at Dec. 31, 2009	5,182,962					45,704		4,412,433	892,603				(167,778)
Increase (Decrease) in Stockholders' Equity
General partner contributions (324,720 units, 178,683 units and 181,850 units for the year ended 2011, 2010 and 2009 and net of 76,969 units used to fund required withholding tax for the year ended 2011)	5,006							5,006
Issuance of limited partner units (2,041 and 1,813,993 for the year ended 2011 and 2010)	162,987								162,987
Series 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							393,564
Preferred units converted to limited partner common units				$ 50,874								$ 50,874
Limited partner units converted to common units (584,432, 247,640 and 1,866,474 units for the year ended 2011, 2010 and 2009)								3,866	(3,866)
Stock incentive program (116,885, 116,726 and 254,227 units, net for the year ended 2011, 2010 and 2009)								0
Amortization of stock incentive	16,839							16,839
Issuance of unit equivalents and other (1,207,101 and 6,857 units)	993							(10,634)	10,569				1,058
Adjustment 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	(938,686)					(3,337)		(757,267)	(153,247)				(24,835)
Net income, excluding preferred distributions on temporary equity preferred units of $1,915, $5,592 and $34,857 for the year ended 2011, 2010 and 2009 and $8,946 attributable to noncontrolling redeemable interests in properties for the year ended 2011	747,922					3,337		610,424	123,521				10,640
Other comprehensive income (loss)	11,620							9,618	2,002
Balance at Dec. 31, 2010	5,633,752					45,375		4,785,405	983,887				(180,915)
Increase (Decrease) in Stockholders' Equity
General partner contributions (324,720 units, 178,683 units and 181,850 units for the year ended 2011, 2010 and 2009 and net of 76,969 units used to fund required withholding tax for the year ended 2011)	2,095							2,095
Issuance of limited partner units (2,041 and 1,813,993 for the year ended 2011 and 2010)	9,084								9,084
Series J preferred stock premium and amortization					$ (328)		$ (328)
Limited partner units converted to common units (584,432, 247,640 and 1,866,474 units for the year ended 2011, 2010 and 2009)								9,465	(9,465)
Units Retired (61,584 units)	(6,385)							(6,385)
Stock incentive program (116,885, 116,726 and 254,227 units, net for the year ended 2011, 2010 and 2009)								0
Amortization of stock incentive	14,018							14,018
Issuance of unit equivalents and other (1,207,101 and 6,857 units)	21,940							(106,694)	5,303				123,331
Adjustment to limited partners' interest from increased ownership in the Operating Partnership								13,453	(13,453)
Distributions, excluding distributions on preferred interests classified as temporary equity	(1,243,270)					(3,337)		(1,027,407)	(211,497)				(1,029)
Net income, excluding preferred distributions on temporary equity preferred units of $1,915, $5,592 and $34,857 for the year ended 2011, 2010 and 2009 and $8,946 attributable to noncontrolling redeemable interests in properties for the year ended 2011	1,235,039					3,337		1,021,462	210,627				(387)
Other comprehensive income (loss)	(121,657)							(100,793)	(20,864)
Balance at Dec. 31, 2011	$ 5,544,288					$ 45,047		$ 4,604,619	$ 953,622				$ (59,000)

Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
General partner contributions, units	324,720	178,683	181,850
General partner contributions, units used to fund required withholding tax	76,969
Issuance of units related to Simon Property public offerings, units			40,250,000
Issuance of limited partner, units	2,041	1,813,993
Limited partner units converted to units	584,432	247,640	1,866,474
Units Retired	61,584
Stock incentive program, units	116,885	116,726	254,227
Issuance of equivalents units	1,207,101
Issuance of other units	6,857
Units issued to common unitholders, units			11,876,076
Units issued to limited partners, units			2,637,341
Net income, attributable to preferred distributions on temporary equity preferred units (in dollars)	$ 1,915	$ 5,592	$ 34,857
Net income, attributable to noncontrolling redeemable interests in properties (in dollars)	$ 8,946
Series C Preferred Units
Preferred units			94,235
Preferred units converted to limited partner common units			51,447
Series D Preferred Units
Preferred units			1,269,524
Preferred units converted to limited partner common units			614,055
Series I Preferred Units
Series I preferred units		7,871,276
Series I preferred units converted to common units		6,670,589
Preferred units		1,017,480
Preferred units converted to limited partner common units		862,292

Organization

12 Months Ended

Dec. 31, 2011

Organization

Organization

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 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. Simon Property, a Delaware corporation, is a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code, 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, 2011, we owned or held an interest in 326 income-producing properties in the United States, which consisted of 151 regional malls, 58 Premium Outlets, 66 community/lifestyle centers, 36 properties in the Mills portfolio, and 15 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, 2011, we had an ownership interest in a joint venture which owned 45 shopping centers in Italy. As discussed in Note 14, we sold our entire ownership in this joint venture to our venture partner on January 9, 2012. Additionally, we have ownership interests in eight Premium Outlets in Japan, two Premium Outlets in South Korea, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia.

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

•

base minimum rents,

•

overage and percentage rents based on tenants' sales volume, and

•

recoveries of substantially all of our recoverable expenditures, which consist of property operating, real estate taxes, repair and maintenance, and advertising and promotional expenditures.

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 revenues from the following activities:

•

establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including: payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,

•

offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,

•

selling or leasing land adjacent to our shopping center properties, commonly referred to as "outlots" or "outparcels," and

•

generating interest income on cash deposits and investments in loans, including those made to related entities.

Basis of Presentation and Consolidation

12 Months Ended

Dec. 31, 2011

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

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 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 2011 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During 2011, 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, 2011, we consolidated 219 wholly-owned properties and 20 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 144 properties, or the joint venture properties, using the equity method of accounting. We manage the day-to-day operations of 85 of the 144 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Italy, Japan, South Korea, Malaysia, and Mexico comprise 57 of the remaining 59 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 holds our interest in The Mills Limited Partnership, or Mills, using the equity method of accounting. We have determined that SPG-FCM is not a VIE and that 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,

	2011		2010		2009
Weighted average ownership interest		82.9%		83.2%		82.4%

As of December 31, 2011 and 2010, Simon Property's ownership interest in us was 82.8% and 82.9%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their respective interests in us.

Preferred unit requirements in the accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units of partnership interests held by limited partners and are recorded when declared.

Reclassifications

We made certain reclassifications of prior period amounts in the consolidated financial statements to conform to the 2011 presentation. These reclassifications had no impact on previously reported net income attributable to unitholders or earnings per unit.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Investment Properties

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,

	2011		2010		2009
Capitalized interest	$	5,815	$	3,715	$	14,502

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 a property's cash flows, ending occupancy or total sales per square foot. 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. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other assets could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.

Purchase Accounting Allocation

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:

•

the fair value of land and related improvements and buildings on an as-if-vacant basis,

•

the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues,

•

the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and

•

the value of revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant.

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.

Discontinued Operations

We reclassify any material operations and gains or losses on disposal related to consolidated properties disposed of during the period to discontinued operations. During 2011, we reported a net loss of approximately $42.4 million, or $0.12 per diluted unit, on our consolidated property disposition activity. During 2010, we reported a net gain of approximately $5.7 million upon the disposal of four retail properties. During 2009, we reported a net loss of approximately $9.8 million upon the sale of four consolidated assets. These gains and losses are reported in gain (loss) upon acquisition of controlling interests, and on sale or disposal 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.

Cash and Cash Equivalents

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 market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance limits. See Notes 4, 8, and 10 for disclosures about non-cash investing and financing transactions.

Marketable and Non-Marketable Securities

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 investments in Capital Shopping Centres Group PLC, or CSCG, and Capital & Counties Properties PLC, or CAPC, are accounted for as available-for-sale securities. These investments are adjusted to their quoted market price, including a related foreign exchange component, with corresponding adjustment in other comprehensive income (loss). At December 31, 2011, we owned 35.4 million shares of CSCG and CAPC. At December 31, 2011 the market value of our investments in CSCG and CAPC was $170.7 million and $100.9 million, respectively, with an aggregate net unrealized gain on these investments of approximately $39.7 million. The market value of our investments in CSCG and CAPC at December 31, 2010 was $228.4 million and $82.4 million, respectively, with an aggregate net unrealized gain of $79.0 million.

Effective May 7, 2010, CSCG and CAPC were de-merged from Liberty International PLC, or Liberty. During 2009, we recognized a non-cash charge of $140.5 million, or $0.44 per diluted unit, representing an other-than-temporary impairment in fair value below the carrying value of our investment in Liberty. 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 income (loss) to earnings related to this non-cash charge. Effective July 1, 2009, we resumed marking to market our Liberty investment through other comprehensive income (loss).

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, 2011 and 2010, we also had investments of $24.9 million 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 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, 2011 and 2010, we had investments of $105.1 million and $72.4 million, respectively, in non-marketable securities that we account for under the cost method. We regularly evaluate these investments for any other-than-temporary decline in their estimated fair value and determined that no adjustment in the carrying value was required as of December 31, 2011 and 2010.

Total net unrealized gains as of December 31, 2011 and 2010 were approximately $41.9 million and $79.3 million, respectively, and represented the valuation and related currency adjustments for our available-for-sale marketable securities. As of December 31, 2011, we did 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.

Fair Value Measurements

We hold marketable securities that totaled $417.0 million and $511.3 million at December 31, 2011 and December 31, 2010, 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 $12.2 million and $27.6 million at December 31, 2011 and December 31, 2010, respectively, a gross asset balance of $14.9 million at December 31, 2011 and a nominal asset value at December 31, 2010. We also have interest rate cap agreements with nominal asset values.

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 a discussion of the fair value of debt measured using Level 1 and Level 2 inputs. Note 4 includes a discussion of the fair values recorded in purchase accounting and impairment, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment include our estimations of net operating results of the property, capitalization rates and discount rates.

Use of Estimates

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.

Segment Disclosure

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.

Deferred Costs and Other Assets

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

	2011		2010

Deferred financing and lease costs, net	$	308,380	$	298,674
In-place lease intangibles, net		200,098		150,199
Acquired above market lease intangibles, net		75,950		12,466
Marketable securities of our captive insurance companies		100,721		90,963
Goodwill		20,098		20,098
Other marketable securities		316,307		420,356
Loans held for investment		162,832		395,934
Prepaids, notes receivable and other assets, net		449,158		406,749

	$	1,633,544	$	1,795,439

Deferred Financing and Lease Cost

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:

	2011		2010

Deferred financing and lease costs	$	528,273	$	461,315
Accumulated amortization		(219,893)		(162,641)

Deferred financing and lease costs, net	$	308,380	$	298,674

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,

	2011		2010		2009
Amortization of deferred financing costs	$	28,697	$	27,806	$	20,408
Amortization of debt premiums, net of discounts		(8,439)		(9,066)		(10,627)
Amortization of deferred leasing costs		43,110		34,801		32,744

Loans Held for Investment

From time to time, we may make investments in mortgage loans or mezzanine loans of third parties 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 which are not owned by us. Mezzanine loans are secured, in part, by pledges of ownership interests of 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 these 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, 2011 and 2010, we had investments in three and six mortgage and mezzanine loans, respectively, with an aggregate carrying value of $162.8 million and $395.9 million, respectively. These loans mature at various dates through October 2012 with a weighted average maturity of approximately 6 months as of December 31, 2011. 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 5.9% and 7.0% per annum with a weighted average interest rate of approximately 6.3% and approximate market rates for instruments of similar quality and duration. During 2011 and 2010, we recorded $24.3 million and $4.6 million, respectively, in interest income earned from these loans held for investment. Payments on each of these loans were current as of December 31, 2011.

On December 9, 2011, we paid consideration of $88.8 million to acquire a 50% equity interest in two real estate developments for which we had previously agreed to fund as the construction lender. The loans primarily bear interest at 7.0% and mature in May and July, 2013. At December 31, 2011, the aggregate amount drawn on the loans was $50.7 million. We consolidated these assets as of the acquisition date and, accordingly, amounts drawn on the loans are eliminated in consolidation.

Intangible Assets

The average life of in-place lease intangibles is approximately 4.4 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 the Prime acquisition, 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 4.0 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 $134.4 million and $39.0 million as of December 31, 2011 and 2010, respectively. The amount of amortization of above and below market leases, net for the years ended December 31, 2011, 2010, and 2009 was $17.6 million, $15.2 million, and $20.0 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:

	2011		2010

In-place lease intangibles	$	245,844	$	211,541
Accumulated amortization		(45,746)		(61,342)

In-place lease intangibles, net	$	200,098	$	150,199

Acquired above market lease intangibles	$	178,564	$	104,690
Accumulated amortization		(102,614)		(92,224)

Acquired above market lease intangibles, net	$	75,950	$	12,466

Estimated future amortization and the increasing (decreasing) effect on minimum rents for our above and below market leases as of December 31, 2011 are as follows:

	Below Market Leases			Increase to Minimum Rent, Net

2012	$	29,184	$(14,212)	$	14,972
2013		23,612	(12,717)		10,895
2014		18,300	(11,067)		7,233
2015		15,842	(9,675)		6,167
2016		14,046	(8,797)		5,249
Thereafter		33,428	(19,482)		13,946

	$	134,412	$(75,950)	$	58,462

Derivative Financial Instruments

We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We use a variety of derivative financial instruments in the normal course of business to selectively 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, 2011, we had the following outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative		Notional Amount

Interest Rate Swaps	3	$	485.8 million
Interest Rate Caps	3	$	381.3 million

The carrying value of our interest rate swap agreements, at fair value, is a net liability balance of $10.0 million and $19.5 million at December 31, 2011 and 2010, respectively, and is included in other liabilities and accrued distributions. The interest rate cap agreements were of nominal value at December 31, 2011 and 2010 and we generally do not apply hedge accounting to these arrangements.

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. Approximately ¥2.6 billion remains as of December 31, 2011 for all forward contracts. We entered into Yen-USD forward contracts during 2009 for approximately ¥3 billion that we received through April 2011 and we entered into Yen-USD forward contracts during 2010 for ¥1.7 billion that we expect to receive through October 2012. In 2011, we entered into additional Yen-USD forward contracts for approximately ¥3.8 billion that we expect to receive through October 1, 2013. The December 31, 2011 net liability balance related to these forwards was $2.2 million and is included in other liabilities and accrued distributions. We have reported the changes in fair value for these forward contracts in earnings. The underlying currency adjustments on the foreign currency denominated receivables are also reflected in income and generally offset the amounts in earnings for these forward contracts. In 2011, we entered into a Euro-USD forward contract with a €141.3 million notional value maturing on January 31, 2012 which was designated as a net investment hedge. The December 31, 2011 asset balance related to this forward was $14.9 million and is included in deferred costs and other assets. We apply hedge accounting and the change in fair value for this Euro forward contract is reflected in other comprehensive income. Changes in the value of this hedge are offset by changes in the underlying hedged Euro-denominated joint venture investment. In connection with our sale of Gallerie Commerciali Italia, S.p.A., or GCI, as further discussed in Note 14, this hedge was terminated.

The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties and terminated hedging relationships, approximated $115.8 million and $40.1 million as of December 31, 2011 and 2010, respectively.

Noncontrolling Interests and Temporary Equity

In addition to noncontrolling redeemable interests in properties, we classify 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. The redemption of the 7.5% preferred units requires the delivery of fully registered shares of Simon Property common stock. The previous and current carrying amounts are equal to the 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 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 Simon Property's Board of Directors or 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 Simon Property has the ability to issue shares of its 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 by Simon Property.

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income. During 2011, 2010 and 2009, no individual components of other comprehensive income (loss) were attributable to noncontrolling interests.

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

	2011		2010		2009

Noncontrolling nonredeemable deficit interests in properties, net — beginning of period	$	(180,915)	$	(167,778)	$	(150,810)
Net Income attributable to noncontrolling nonredeemable interests		(387)		10,640		5,496
Distributions to noncontrolling nonredeemable interestholders		(1,029)		(24,835)		(25,176)
Noncontrolling interests in newly consolidated properties and other		123,331		1,058		2,712

Noncontrolling nonredeemable deficit interests in properties, net — end of period	$	(59,000)	$	(180,915)	$	(167,778)

Accumulated Other Comprehensive Income (Loss)

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

	2011			2010

Cumulative translation adjustments	$	(39,820	)	$	(31,358	)
Accumulated derivative losses, net		(115,833	)		(40,069	)
Net unrealized gains on marketable securities, net		41,861			79,292

Total accumulated other comprehensive (loss) income		(113,792	)		7,865

Revenue Recognition

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, 2011 for approximately 89% of our leases in the U.S. regional mall portfolio, we receive a fixed payment from the tenant for the CAM component. When not reimbursed by the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We also receive escrow payments for these reimbursements from substantially all our non-fixed CAM tenants and monthly fixed CAM payments throughout the year. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred.

Management Fees and Other Revenues

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 estimates. Total insurance reserves for our insurance subsidiaries and other self-insurance programs as of December 31, 2011 and 2010 approximated $115.1 million and $116.2 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.

Allowance for Credit Losses

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 during the following years:

	For the Year Ended December 31,

	2011			2010			2009
Balance, beginning of period	$	31,650		$	45,187		$	44,650
Consolidation of previously unconsolidated entities		860			426			—
Provision for credit losses		6,505			3,130			22,655
Accounts written off, net of recoveries		(11,515	)		(17,093	)		(22,118	)

Balance, end of period	$	27,500		$	31,650		$	45,187

Income Taxes

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 other than as discussed below for our taxable REIT subsidiaries. State income, franchise or other taxes were not significant in any of the periods presented.

Simon Property and certain of our subsidiaries are taxed as REITs under Sections 856 through 860 of the Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the entity to distribute at least 90% of taxable income to its owners 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 adhering to REIT requirements and maintaining its REIT status. Our subsidiary REIT entities will generally not be liable for federal corporate income taxes as long as they continue to distribute in excess of 100% of their taxable income. Thus, we made no provision for federal income taxes for these entities in the accompanying consolidated financial statements. If Simon Property or any of the 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 our REIT subsidiaries lost their REIT status, they could not elect to be taxed as a REIT for four years unless their 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, 2011 and 2010, we had a net deferred tax asset of $5.6 million and $9.0 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.

Transaction Expenses

We expense acquisition, potential acquisition and disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during the year ended December 31, 2011. During the year ended December 31, 2010, we incurred costs in connection with the Prime acquisition and other potential acquisitions, as further discussed in Note 4. In addition, during 2010, we settled, in cash, a transaction-related dispute and recorded a charge to earnings. These expenses are included within transaction expenses in the accompanying statements of operations and comprehensive income and totaled $69.0 million during the year ended December 31, 2010. During the year ended December 31, 2009, we recorded $5.7 million in transaction expenses related to costs associated with significant acquisition related activities.

Real Estate Acquisitions, Disposals, and Impairment

12 Months Ended

Dec. 31, 2011

Real Estate Acquisitions, Disposals, and Impairment

Real Estate Acquisitions, Disposals, and Impairment

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:

2011 Acquisitions

On December 31, 2011, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner. As a result, we have a 100% interest in and now consolidate the six properties we received in the distribution. The distribution resulted in a remeasurement of the distributed assets to fair value and a corresponding non-cash gain of approximately $168.3 million representing the fair value of the net assets received in excess of the carrying value of our interest in the joint venture portfolio. The resulting gain and the asset and liability fair value allocation were recorded based on preliminary portfolio fair value estimates at the date of distribution and will be finalized in 2012.

On August 25, 2011, we acquired additional controlling interests of approximately 83.75% in The Plaza at King of Prussia and The Court at King of Prussia, or, collectively, King of Prussia, thereby increasing our ownership interest to 96.1%. The property is subject to a $160.1 million mortgage. The consolidation of this previously unconsolidated property resulted in a remeasurement of our previously held interest to fair value and a corresponding non-cash gain of $82.9 million.

On July 19, 2011, we acquired a 100% ownership interest in ABQ Uptown, a lifestyle center located in Albuquerque, New Mexico. Also, during the second quarter, we purchased an additional noncontrolling interest in an unconsolidated regional mall.

During the third quarter of 2011 we contributed a wholly-owned property to a joint venture which holds our interests in nine unconsolidated properties. The transaction effectively exchanged a portion of our interest in this previously wholly-owned property for increased ownership interests in the nine unconsolidated properties. This transaction had no material impact on the statement of operations.

The gains on the above transactions are included in gain (loss) upon acquisition of controlling interests, and on sale or disposal of assets and interests in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income. The aggregate cash purchase price for these acquisitions was $1.18 billion. We reflected the assets and liabilities of these assets at estimated fair value at the respective acquisition dates, the majority of which was allocated to the investment property and related acquired lease intangibles. The purchase price allocation is preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition.

2010 Acquisitions

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 interests 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 the Prime acquisition, adding 21 outlet centers, 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 unsecured revolving credit facility.

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 were finalized during the second quarter of 2011.

2009 Acquisitions

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

2011 Dispositions

During 2011, we agreed to dispose of consolidated properties that had an aggregate carrying value of $355.4 million and debt obligations of $177.0 million for aggregate sales proceeds of $136.0 million resulting in a net loss of $42.4 million. The gains and losses on these disposals are included in gain (loss) upon acquisition of controlling interests, and sale or disposal of assets and interests in unconsolidated entities, net in the consolidated statements of operations and comprehensive income.

2010 Dispositions

During the year ended December 31, 2010, we disposed of three retail properties with an aggregate carrying value of $91.4 million and debt obligations of $91.3 million for which we received aggregate sale proceeds of $5.8 million. The net gain on these disposals was $5.7 million and is included in gain (loss) upon acquisition of controlling interests, and sale or disposal of assets and interests in unconsolidated entities, net in the consolidated statements of operations and comprehensive income.

2009 Dispositions

During the year ended December 31, 2009, we sold four retail properties with an aggregate carrying value of $13.7 million 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 interests, and sale or disposal of assets and interests in unconsolidated entities, net in the consolidated statements of operations and comprehensive income.

2009 Impairment

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 an available-for-sale security. 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.

Per Unit Data

12 Months Ended

Dec. 31, 2011

Per Unit Data

Per Unit Data

5. Per Unit Data

We determine basic earnings per unit based on the weighted average number of units outstanding during the period and we consider any participating securities for purposes of applying the two-class method. 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 potentially dilutive 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,

	2011		2010		2009
Net Income Attributable to Unitholders — Basic & Diluted	$	1,232,089	$	733,945	$	343,572
Weighted Average Units Outstanding — Basic		354,025,957		349,975,924		324,102,292
Effect of stock options of Simon Property		69,408		274,460		315,897
Effect of contingently issuable units from unit distributions		—		—		1,345,537

Weighted Average Units Outstanding — Diluted		354,095,365		350,250,384		325,763,726

For the year ending December 31, 2011, potentially dilutive securities include options to purchase shares of Simon Property common stock and units granted under our long-term incentive performance programs, or LTIP units. The only security that had a dilutive effect for the year ended December 31, 2011 and 2010 were stock options of Simon Property. The only securities that had a dilutive effect for the year ended December 31, 2009 were stock options of Simon Property and contingently issuable units from unit distributions.

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,

	2011		2010		2009
Total distributions paid per unit	$	3.50	$	2.60	$	2.70

Percent taxable as ordinary income		98.30%		53.82%		99.3%
Percent taxable as long-term capital gains		1.70%		39.68%		0.7%
Percent nontaxable as return of capital		—		6.50%		—

		100.0%		100.0%		100.0%

Investment Properties

12 Months Ended

Dec. 31, 2011

Investment Properties

Investment Properties

6. Investment Properties

Investment properties consist of the following as of December 31:

	2011		2010

Land	$	3,136,981	$	2,929,054
Buildings and improvements		26,196,349		24,263,169

Total land, buildings and improvements		29,333,330		27,192,223
Furniture, fixtures and equipment		323,716		316,512

Investment properties at cost		29,657,046		27,508,735
Less — accumulated depreciation		8,388,130		7,711,304

Investment properties at cost, net	$	21,268,916	$	19,797,431

Construction in progress included above	$	464,076	$	125,227

- Definition

The entire disclosure for real estate owned (as defined). Generally, the largest component of real estate owned by lenders is assets taken in settlement of troubled loans through surrender or foreclosure. Real estate investments, real estate loans that qualify as investments in real estate, and premises that are no longer used in operations may also be included in real estate owned.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph c
-Subparagraph Schedule III
-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 28
-Article 12

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher OTS
-Name Federal Regulation (FR)
-Number Title 12
-Chapter V
-Section 563c.102
-Paragraph 11
-Subsection I
-LegacyDoc This is a non-GAAP reference that was included in the 2009 taxonomy. It will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 01-6
-Paragraph 13
-Subparagraph f
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 15
-Paragraph 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Audit and Accounting Guide (AAG)
-Number AAG-DEP
-Chapter 11
-Paragraph 2, 6, 9-11, 18, 20
-IssueDate 2006-05-01
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 7, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 34
-Paragraph 9, 11, 12, 13, 14, 15, 21
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher OTS
-Name Federal Regulation (FR)
-Number Title 12
-Chapter V
-Section 563c.102
-Paragraph 10
-Subparagraph a, b
-Subsection I
-LegacyDoc This is a non-GAAP reference that was included in the 2009 taxonomy. It will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 10
-Subparagraph 4
-Article 9

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 11
-Article 9

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6375948&loc=d3e4437-111522

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 35
-Paragraph 43
-URI http://asc.fasb.org/extlink&oid=6390298&loc=d3e1739-110224

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.10(4))
-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 40
-Section 40
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6905009&loc=d3e18551-111553

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 40
-Section 40
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6905009&loc=d3e18511-111553

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 35
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=6390298&loc=d3e1424-110224

+ Details

Investments in Unconsolidated Entities

12 Months Ended

Dec. 31, 2011

Investments in Unconsolidated Entities

Investments in Unconsolidated Entities

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 of properties. We held joint venture ownership interests in 87 properties in the United States as of December 31, 2011 and 101 properties as of December 31, 2010. As discussed in Note 14, on January 9, 2012, we sold our interest in GCI which owned 45 shopping centers in Italy. As of December 31, 2011, we also held interests in eight joint venture properties in Japan, two joint venture properties in South Korea, one joint venture property in Mexico, and one joint venture property 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. We and 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.

In May 2010, Opry Mills, a property in which we have a 50% interest through our SPG-FCM joint venture, sustained significant flood damage and substantially all of the property remains closed. Insurance proceeds of $50 million have been funded by the insurers and remediation work has been completed. The excess insurance carriers (those providing coverage above $50 million) have denied the joint venture's claim under the policy for additional proceeds (of up to $150 million) to pay further amounts for restoration costs and business interruption losses. We have obtained additional financing of $120 million from the existing mortgage lenders and, in April 2011, commenced rebuilding the center with an expected opening in March of 2012. We and our lenders are continuing our efforts through pending litigation to recover our losses under the excess insurance policies for Opry Mills and we believe recovery is probable, but no assurances can be made that our efforts to recover these funds will be successful.

On December 31, 2011, as further discussed in Note 4, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner. The results of operations of these properties are now presented as income from discontinued joint venture interests and the non-cash gain recorded upon distribution to the partners is presented within gain on sale or disposal of assets and interests in unconsolidated entities in the "Summary Financial Information" below.

Loans to SPG-FCM

We have a loan to SPG-FCM with an outstanding balance of $651.0 million as of December 31, 2011 and 2010. The loan bears interest at a rate of LIBOR plus 275 basis points and matures on June 7, 2012. During 2011, 2010 and 2009, we recorded approximately $9.8 million, $9.9 million and $9.3 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 2011, 2010 and 2009, of approximately $1.0 million, $0.9 million and $3.7 million (net of inter-entity eliminations), respectively, for providing refinancing services to Mills' properties and SPG-FCM.

International Joint Venture Investments

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

European Joint Ventures. At December 31, 2011, we had a 49.0% ownership interest in GCI, a joint venture with Auchan S.A., which owned 45 properties located in Italy. The carrying amount of our investment in GCI was $331.9 million and $330.1 million as of December 31, 2011 and 2010, respectively, including all related components of accumulated other comprehensive income (loss). As discussed in Note 14, we sold our entire interest in GCI to our venture partner on January 9, 2012.

On July 15, 2010, we and our partner in Simon Ivanhoe S.à.r.l., or Simon Ivanhoe, 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.

Asian Joint Ventures. We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40.0% ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $349.5 million and $340.8 million as of December 31, 2011 and 2010, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50.0% ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $43.8 million and $35.7 million as of December 31, 2011 and 2010, respectively, including all related components of accumulated other comprehensive income (loss).

In December 2009, we recognized a loss on our 32.5% interest in 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 interests, and on sale or disposal of assets and interests in unconsolidated entities, net in the 2009 consolidated statement of operations and comprehensive income.

Summary Financial Information

A summary of our investments in joint ventures and share of income from such joint ventures follows. The statement of operations for the year ended December 31, 2010 includes amounts related to our investment in Simon Ivanhoe which was sold on July 15, 2010 and GCI which was sold on January 9, 2012. We acquired additional controlling interests in King of Prussia on August 25, 2011, and as a result, this previously unconsolidated property is now a consolidated property as of the acquisition date. Balance sheet information for the joint ventures is as follows:

	December 31, 2011			December 31, 2010

BALANCE SHEETS
Assets:
Investment properties, at cost	$	20,481,657		$	21,236,594
Less — accumulated depreciation		5,264,565			5,126,116

		15,217,092			16,110,478
Cash and cash equivalents		806,895			802,025
Tenant receivables and accrued revenue, net		359,208			353,719
Investment in unconsolidated entities, at equity		133,576			158,116
Deferred costs and other assets		526,101			525,024

Total assets	$	17,042,872		$	17,949,362

Liabilities and Partners' (Deficit) Equity:
Mortgages and other indebtedness	$	15,582,321		$	15,937,404
Accounts payable, accrued expenses, intangibles, and deferred revenue		775,733			748,245
Other liabilities		981,711			961,284

Total liabilities		17,339,765			17,646,933
Preferred units		67,450			67,450
Partners' (deficit) equity		(364,343	)		234,979

Total liabilities and partners' (deficit) equity	$	17,042,872		$	17,949,362

Our Share of:
Partners' (deficit) equity	$	(32,000	)	$	146,578
Add: Excess Investment		714,515			757,672

Our net Investment in Joint Ventures	$	682,515		$	904,250

"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, 2011, scheduled principal repayments on joint venture properties' mortgages and other indebtedness are as follows:


2012	$	2,746,336
2013		1,875,642
2014		1,925,553
2015		2,116,162
2016		1,462,915
Thereafter		5,448,606

Total principal maturities		15,575,214
Net unamortized debt premiums and discounts		7,107

Total mortgages and other indebtedness	$	15,582,321

This debt becomes due in installments over various terms extending through 2036 with interest rates ranging from 0.49% to 9.35% and a weighted average rate of 5.02% at December 31, 2011.

	For the Year Ended December 31,

	2011			2010			2009
STATEMENTS OF OPERATIONS
Revenue:
Minimum rent	$	1,844,774		$	1,810,581		$	1,813,180
Overage rent		161,993			143,018			127,561
Tenant reimbursements		862,211			870,555			903,009
Other income		175,430			214,728			168,239

Total revenue		3,044,408			3,038,882			3,011,989

Operating Expenses:
Property operating		602,989			595,733			614,968
Depreciation and amortization		737,865			752,014			760,068
Real estate taxes		220,955			230,326			234,506
Repairs and maintenance		76,258			92,490			98,197
Advertising and promotion		57,703			55,952			58,261
Provision for credit losses		8,648			3,934			14,935
Impairment charge		—			—			17,268
Other		227,703			209,635			181,693

Total operating expenses		1,932,121			1,940,084			1,979,896

Operating Income		1,112,287			1,098,798			1,032,093
Interest expense		(813,433	)		(812,886	)		(826,951	)
Loss from unconsolidated entities		(4,644	)		(840	)		(4,739	)
Impairment charge from investments in unconsolidated entities		—			(16,671	)		—

Income from Continuing Operations		294,210			268,401			200,403
Income from discontinued joint venture interests		48,154			63,108			58,169
Gain on sale or disposal of assets and interests in unconsolidated entities, net		347,640			39,676			—

Net Income	$	690,004		$	371,185		$	258,572

Third-Party Investors' Share of Net Income	$	384,384		$	234,799		$	170,265

Our Share of Net Income		305,620			136,386			88,307
Amortization of Excess Investment		(50,562	)		(48,329	)		(55,690	)
Our Share of Gain on Sale or Disposal of Assets and Interests in Unconsolidated Entities, net		(173,820	)		(20,305	)		—
Our Share of Impairment Charge from Investments in Unconsolidated Entities		—			8,169			7,603

Income from Unconsolidated Entities	$	81,238		$	75,921		$	40,220

2011 Dispositions

In April 2011 we disposed of our interest in an unconsolidated regional mall, resulting in a gain of $7.8 million. This gain is reported in gain (loss) upon acquisition of controlling interests, and on sale or disposal of assets and interests in unconsolidated entities, net in the consolidated statements of operations and comprehensive income.

2010 Impairment

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

2009 Impairment

In December 2009 we recognized non-cash impairment charges of $7.6 million representing our share of impairment charges on joint venture properties. These charges represent 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.

- Definition

The entire disclosure for equity investment, or group of investments, for which combined disclosure is appropriate, including: (a) the name of each investee and percentage of ownership of common stock, (b) accounting policies for investments in common stock, (c) difference between the amount at which the investment is carried and the amount of underlying equity in net assets and the accounting treatment of the difference, (d) the total fair value of each identified investment for which a market value is available, (e) summarized information as to assets, liabilities, and results of operations of the investees (for investments in unconsolidated subsidiaries, common stock of joint ventures, or other investments using the equity method), and (f) material effects of possible conversions, exercises, or contingent issuances of the investee. Other disclosures include (a) the names of any investee in which the investor owns 20 percent or more of the voting stock and investment is not accounted for using the equity method, and the reasons why not, and (b) the names of any investee in which the investor owns less than 20 percent of the voting stock and the investment is accounted for using the equity method, and the reasons why it is.

+ References + Details

Indebtedness and Derivative Financial Instruments

12 Months Ended

Dec. 31, 2011

Indebtedness and Derivative Financial Instruments

Indebtedness and Derivative Financial Instruments

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:

	2011		2010

*Fixed-Rate Debt:*
Mortgages and other notes, including $54,250 and $31,614 net premiums, respectively. Weighted average interest and maturity of 6.05% and 4.7 years at December 31, 2011.	$	5,566,600	$	5,485,659
Unsecured notes, including $29,178 and $26,586 net discounts, respectively. Weighted average interest and maturity of 5.76% and 6.8 years at December 31, 2011.		10,640,775		9,985,886

Total Fixed-Rate Debt		16,207,375		15,471,545
*Variable-Rate Debt:*
Mortgages and other notes, at face value. Weighted average interest and maturity of 1.74% and 0.8 years at December 31, 2011.		1,286,401		1,143,578
Credit Facility (see below)		952,664		858,637

Total Variable-Rate Debt		2,239,065		2,002,215

Total Mortgages and Other Indebtedness	$	18,446,440	$	17,473,760

General. Our unsecured debt contains financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of December 31, 2011, we are in compliance with all covenants of our unsecured debt.

At December 31, 2011, we or our subsidiaries are the borrowers under 89 non-recourse mortgage notes secured by mortgages on 89 properties, including 10 separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 44 properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt contains financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At December 31, 2011, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, results of operations or cash flows.

Unsecured Debt

At December 31, 2011, our unsecured debt consisted of $10.7 billion of senior unsecured notes and $952.7 million outstanding under our $4.0 billion unsecured credit facility, or the Credit Facility. The December 31, 2011 balance included $287.7 million (U.S. dollar equivalent) of Yen-denominated borrowings. On December 31, 2011, we had available borrowing capacity of approximately $3.0 billion under the Credit Facility. The maximum outstanding balance of the Credit Facility or the predecessor facility during the year ended December 31, 2011 was $1.8 billion and the weighted average outstanding balance was approximately $1.1 billion. Letters of credit of approximately $36.0 million were outstanding under the Credit Facility as of December 31, 2011.

On October 5, 2011, we replaced our previous unsecured revolving credit facility and entered into the new Credit Facility, which provides an initial borrowing capacity of $4.0 billion, which can be increased at our option to $5.0 billion during its term. The Credit Facility will initially mature on October 30, 2015 and can be extended for an additional year at our sole option. The base interest rate on the Credit Facility is LIBOR plus 100 basis points and an additional facility fee of 15 basis points. In addition, the Credit Facility provides for a money market competitive bid option program that allows us to hold auctions to achieve lower pricing for short-term borrowings. The Credit Facility also includes a $2.0 billion multi-currency tranche.

During the year ended December 31, 2011, we redeemed at par $542.5 million of senior unsecured notes with fixed rates ranging from 5.00% to 8.25%. In addition, on November 10, 2011, we issued $500.0 million of senior unsecured notes at a fixed interest rate of 2.8% with a maturity date of January 2017 and $700.0 million of senior unsecured notes at a fixed interest rate of 4.13% with a maturity date of December 2021.

On January 12, 2010, we commenced a cash tender offer for any and all senior unsecured notes of ten outstanding series with maturity dates ranging from 2011 to March 2013. The total principal amount of the notes accepted for purchase on January 26, 2010 was approximately $2.3 billion, with a weighted average duration of 2.0 years and a weighted 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 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.

Secured Debt

Total secured indebtedness was $6.8 billion and $6.6 billion at December 31, 2011 and 2010, respectively. During the year ended December 31, 2011, we repaid $368.2 million in mortgage loans with a weighted average interest rate of 6.64%, unencumbering six properties.

As a result of the acquisition of additional interest in King of Prussia in August 2011 as further discussed in Note 4, we now own a controlling interest in this property and, accordingly, we consolidated the property as of the acquisition date, including the property's $160.1 million mortgage debt.

As discussed in Note 4, on December 31, 2011, we consolidated six properties we received as a distribution from a joint venture of its interests in a portfolio of properties. Four of these properties are encumbered by mortgages totaling $459.0 million.

Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2011 are as follows:


2012	$	1,564,661
2013		1,211,305
2014		1,792,649
2015		1,692,886
2016		4,604,813
Thereafter		7,555,054

Total principal maturities		18,421,368
Net unamortized debt premium and other		25,072

Total mortgages and other indebtedness	$	18,446,440

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

	For the Year Ended December 31,

	2011		2010		2009
Cash paid for interest	$	979,436	$	1,015,989	$	994,688

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 (loss) and is amortized to interest expense over the life of the debt agreement.

The fair value of our interest rate swap agreements is a net liability balance of $10.0 million and $19.5 million at December 31, 2011 and 2010, respectively, and is included in other liabilities and accrued distributions. The interest rate cap agreements were of nominal value at December 31, 2011 and 2010 and we generally do not apply hedge accounting to these arrangements. In addition, the unamortized loss of our treasury locks and terminated hedges recorded in accumulated other comprehensive income (loss) was $89.7 million as of December 31, 2011. As of December 31, 2011, our outstanding LIBOR based derivative contracts consisted of:

•

interest rate cap protection agreements with a notional amount of $381.3 million which mature in July 2013 and June 2014, and

•

fixed rate swap agreements with a notional amount of $485.8 million which have a weighted average fixed pay rate of 2.52% and a weighted average variable receive rate of 0.58%.

Within the next year, we expect to reclassify to earnings approximately $21.2 million of losses related to active and terminated interest rate swaps 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 significant.

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, 2011 and 2010 is our share of the joint ventures' accumulated derivative losses of $14.0 million and $20.9 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 book value of our consolidated fixed-rate mortgages and other indebtedness was $15.9 billion and $14.8 billion as of December 31, 2011 and 2010, respectively. The fair values of these financial instruments and the related discount rate assumptions as of December 31 are summarized as follows:

	2011		2010

Fair value of fixed-rate mortgages and other indebtedness	$	17,905	$	16,087
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages		3.60%		4.46%

Rentals under Operating Leases

12 Months Ended

Dec. 31, 2011

Rentals under Operating Leases

Rentals under Operating Leases

9. Rentals under Operating Leases

Future minimum rentals to be received under non-cancelable 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, 2011 are as follows:


2012	$	2,273,866
2013		2,049,321
2014		1,833,426
2015		1,575,756
2016		1,328,790
Thereafter		3,445,759

	$	12,506,918

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

- Definition

The entire disclosure for operating leases of a lessor. This may inlcude a general description of lessor's leasing arrangements for operating leases, including the basis on which contingent rental payments are determined, the existence and terms of renewal or purchase options and escalation clauses, restrictions imposed by lease arrangements, such as those concerning dividends, additional debt, and further leasing, rent holidays, rent concessions, or leasehold improvement incentives and unusual provisions or conditions.

+ References + Details

Equity

12 Months Ended

Dec. 31, 2011

Equity

Equity

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

	2011		2010

7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding	$	25,537	$	25,537
Noncontrolling redeemable interests in properties		242,408		59,932

Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties	$	267,945	$	85,469

Noncontrolling Redeemable Interests in Properties Redeemable instruments, which typically represent the remaining interest in a property or portfolio of properties, and which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity within preferred units, various series, at liquidation value, and noncontrolling redeemable interests in properties in the accompanying consolidated balance sheets. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit. There are no noncontrolling interests redeemable at amounts in excess of fair value.

7.5% Cumulative Redeemable Preferred Units This series of preferred units accrues 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. 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. The carrying value was $45.0 million and $45.4 million as of December 31, 2011 and 2010, respectively, including unamortized premiums of $5.2 million and $5.5 million in 2011 and 2010, respectively. There are 1,000,000 preferred units authorized and 796,948 issued and outstanding.

Unit Issuances and Repurchases

In 2011, 31 limited partners exchanged 584,432 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 324,720 units to Simon Property related to employee and director stock options exercised during 2011. We used the net proceeds from the option exercises of approximately $9.6 million for general working capital purposes.

On December 9, 2011, we issued 73,428 units in connection with the acquisition of a 50% interest in two development properties as discussed in Note 3.

Other Equity Activity

Notes Receivable from Former CPI Stockholders. Notes receivable of $15.8 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 provided for the grant of awards with respect to the equity of Simon Property 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 Simon Property 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 Simon Property's Compensation Committee of the Board of Directors, or the Committee. The Committee determines which eligible individuals may participate and the type, extent and terms of the awards to be granted to them. In addition, the Committee interprets the 1998 plan and makes all other determinations deemed advisable for its administration. Options granted to employees become exercisable over the period determined by the Committee. The exercise price of an employee option may not be less than the fair market value of the shares on the date of grant. Employee options generally vest over a three-year period and expire ten years from the date of grant. Since 2001, Simon Property has not granted any options to employees, except for a series of reload options we assumed as part of a prior business combination.

Automatic Awards for Eligible Directors. Directors of Simon Property who are not employees or employees of affiliates of Simon Property, 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. Currently, 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 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 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 Simon Property 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.

Stock Based Compensation

On March 16, 2010, the Committee approved three long-term incentive performance programs, or the 2010 LTIP programs, for certain senior executive officers. Awards under the 2010 LTIP and subsequent annual programs 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 units 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 total shareholder return, or 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 2010 LTIP programs have one, two and three year performance periods, which end on December 31, 2010, 2011 and 2012, respectively. During July 2011, the Committee approved a three-year long-term incentive performance program, or the 2011-2013 LTIP program, and awarded LTIP units to certain senior executive officers. The 2011-2013 LTIP program has a three year performance period ending on December 31, 2013. 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 2010 LTIP program awards 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. The 2011-2013 LTIP program awards have an aggregate grant date fair value of $35.0 million, adjusted for estimated forfeitures. Grant date fair values were 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 values are being amortized into expense over the period from the grant date to the date at which the awards, if any, become vested. In 2011, the Committee determined that 133,673 LTIP units were earned under the one-year 2010 LTIP program and, pursuant to the award agreements, will vest in two equal installments in 2012 and 2013.

On July 6, 2011, in connection with the execution of an employment agreement, the Committee granted Simon Property's Chairman and CEO, David Simon, a retention award in the form of a new series of 1,000,000 LTIP units. The retention award vests in one-third increments on July 5^th of 2017, 2018 and 2019, subject to continued employment. The grant date fair value of the retention award was $120.3 million which is being recognized as expense over the eight-year vesting period on a straight-line basis.

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, 2011 a total of 5,226,247 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,

	2011		2010		2009
Restricted stock shares awarded during the year, net of forfeitures		116,885		116,726		254,227
Weighted average fair value of shares granted during the year	$	110.12	$	85.17	$	29.44
Amortization expense	$	14,018	$	16,839	$	22,870

Stock Options. Information relating to employee options from December 31, 2008 through December 31, 2011 is as follows:

			Weighted Average Exercise Price Per Share

Shares under option at December 31, 2008	724,632		$	30.18

Granted	—			—
Exercised	(181,850	)		25.52
Forfeited	(37,100	)		70.73

Shares under option at December 31, 2009	505,682		$	28.88

Granted	—			—
Exercised, none were forfeited during the period	(178,683	)		23.03

Shares under option at December 31, 2010	326,999		$	29.75

Granted	—			—
Exercised, none were forfeited during the period	(324,720	)		29.61

Shares under option at December 31, 2011	2,279		$	50.17

All 2,279 options outstanding at December 31, 2011, have an exercise price of $50.17 and a weighted average life of 2.17 years.

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, 2008 through December 31, 2011.

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

Exchange Rights

Limited partners have the right to exchange all or any portion of their units for shares of Simon Property common stock on a one-for-one basis or cash, as determined by Simon Property in its sole discretion. If Simon Property selects cash, Simon Property cannot cause us to redeem the exchanged units for cash without contributing cash to us as partners' equity sufficient to effect the redemption. If sufficient cash is not contributed, Simon Property will be deemed to have elected to exchange the units for shares of Simon Property common stock. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of Simon Property's common stock at that time. The number of shares of Simon Property's common stock issued will be the same as the number of units exchanged.

- Definition

The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units.

+ References + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies.

Commitments and Contingencies

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, 2011, a total of 32 of the consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2013 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,

	2011		2010		2009
Ground lease expense	$	42,284	$	36,750	$	32,086

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


2012	$	26,193
2013		26,627
2014		26,593
2015		27,272
2016		27,442
Thereafter		851,184

	$	985,311

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 either insured through our wholly-owned captive insurance companies, Rosewood Indemnity, Ltd. and Bridgewood Insurance Company, Ltd., or 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, 2011 and 2010, we guaranteed joint venture related mortgage or other indebtedness of $30.2 million and $60.7 million, respectively. 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 516 of the approximately 1,323 anchor stores in the properties as of December 31, 2011. 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, 2011 and 2010 as approximately $140 million and $135 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.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
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+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions

Related Party Transactions

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,

	2011		2010		2009
Amounts charged to unconsolidated joint ventures	$	125,306	$	118,905	$	120,866
Amounts charged to properties owned by related parties		4,353		4,308		4,522

During 2011, 2010 and 2009, we recorded interest income of $9.8 million, $9.9 million and $9.3 million respectively, and financing fee income of $1.0 million, $0.9 million and $3.7 million, respectively, net of inter-entity eliminations, related to the loans that we have provided to Mills and SPG-FCM and lending financing services to those entities and the properties in which they hold an ownership interest.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Number 210
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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+ Details

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2011

Quarterly Financial Data (Unaudited)

Quarterly Financial Data (Unaudited)

13. Quarterly Financial Data (Unaudited)

Quarterly 2011 and 2010 data is summarized in the table below. Quarterly amounts may not equal annual amounts due to rounding.

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

2011
Total revenue	$	1,019,874	$	1,040,861	$	1,074,360	$	1,171,337
Operating income		450,890		467,572		483,598		533,082
Consolidated income from continuing operations		219,666		250,522		333,781		441,931
Net income available to unitholders		216,242		247,271		330,639		437,937
Net income per unit — Basic		0.61		0.70		0.93		1.24
Net income per unit — Diluted		0.61		0.70		0.93		1.24
Weighted average units outstanding		353,245,003		353,569,511		354,544,663		354,638,440
Diluted weighted average units outstanding		353,455,294		353,604,093		354,567,135		354,649,075
2010
Total revenue	$	925,071	$	933,566	$	979,275	$	1,119,718
Operating income		426,916		415,467		397,794		504,062
Consolidated income from continuing operations		20,754		185,152		280,532		267,076
Net income available to unitholders		11,263		183,117		277,101		262,464
Net income per unit — Basic	$	0.03	$	0.52	$	0.79	$	0.74
Net income per unit — Diluted	$	0.03	$	0.52	$	0.79	$	0.74
Weighted average units outstanding		343,822,515		350,774,430		352,003,179		353,179,310
Diluted weighted average units outstanding		344,136,257		351,064,361		352,261,889		353,408,976

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References + Details

Subsequent Events

12 Months Ended

Dec. 31, 2011

Subsequent Events

Subsequent Events

14. Subsequent Events

At December 31, 2011, we had a 49.0% ownership interest in GCI which owned 45 properties located in Italy. On January 9, 2012, we sold our entire ownership interest in GCI to our venture partner, Auchan S.A. The aggregate cash we received related to the sale of our interest in GCI was $378.0 million. We expect to record a gain on the sale in the first quarter of 2012.

SCHEDULE III Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2011

SCHEDULE III Real Estate and Accumulated Depreciation

SCHEDULE III Real Estate and Accumulated Depreciation

SCHEDULE III

Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)

				Initial Cost (3)				Cost Capitalized Subsequent to Acquisition (3)				Gross Amounts At Which Carried At Close of Period

Name	Location	Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
*Regional Malls*
Anderson Mall	Anderson, SC	$	26,203	$	1,712	$	15,227	$	851	$	20,602	$	2,563	$	35,829	$	38,392	$	15,506	1972
Arsenal Mall	Watertown (Boston), MA		709		14,714		47,680		—		8,702		14,714		56,382		71,096		19,469	1999 (4)
Bangor Mall	Bangor, ME		80,000		5,478		59,740		—		9,810		5,478		69,550		75,028		24,488	2004 (5)
Barton Creek Square	Austin, TX		—		2,903		20,929		7,983		63,147		10,886		84,076		94,962		47,203	1981
Battlefield Mall	Springfield, MO		88,930		3,919		27,231		3,000		62,067		6,919		89,298		96,217		54,855	1970
Bay Park Square	Green Bay, WI		—		6,358		25,623		4,133		24,641		10,491		50,264		60,755		23,146	1980
Bowie Town Center	Bowie (Washington, D.C.), MD		—		2,710		65,044		235		6,089		2,945		71,133		74,078		27,731	2001
Boynton Beach Mall	Boynton Beach (Miami), FL		—		22,240		78,804		4,666		25,150		26,906		103,954		130,860		44,006	1985
Brea Mall	Brea (Los Angeles), CA		—		39,500		209,202		—		25,731		39,500		234,933		274,433		89,797	1998 (4)
Broadway Square	Tyler, TX		—		11,306		32,431		—		22,674		11,306		55,105		66,411		25,541	1994 (4)
Brunswick Square	East Brunswick (New York), NJ		79,611		8,436		55,838		—		29,374		8,436		85,212		93,648		40,645	1973
Burlington Mall	Burlington (Boston), MA		—		46,600		303,618		19,600		93,602		66,200		397,220		463,420		135,790	1998 (4)
Castleton Square	Indianapolis, IN		—		26,250		98,287		7,434		72,100		33,684		170,387		204,071		69,658	1972
Charlottesville Fashion Square	Charlottesville, VA		—		—		54,738		—		14,483		—		69,221		69,221		29,049	1997 (4)
Chautauqua Mall	Lakewood, NY		—		3,257		9,641		—		16,453		3,257		26,094		29,351		13,591	1971
Chesapeake Square	Chesapeake (Virginia Beach), VA		67,767		11,534		70,461		—		20,070		11,534		90,531		102,065		46,098	1989
Cielo Vista Mall	El Paso, TX		—		1,005		15,262		608		47,278		1,613		62,540		64,153		35,825	1974
College Mall	Bloomington, IN		—		1,003		16,245		720		43,566		1,723		59,811		61,534		29,860	1965
Columbia Center	Kennewick, WA		—		17,441		66,580		—		24,549		17,441		91,129		108,570		37,199	1987
Copley Place	Boston, MA		—		—		378,045		—		95,740		—		473,785		473,785		133,769	2002 (4)
Coral Square	Coral Springs (Miami), FL		—		13,556		93,630		—		16,539		13,556		110,169		123,725		59,346	1984
Cordova Mall	Pensacola, FL		—		18,626		73,091		7,321		53,881		25,947		126,972		152,919		41,085	1998 (4)
Cottonwood Mall	Albuquerque, NM		—		10,122		69,958		—		5,464		10,122		75,422		85,544		37,564	1996
DeSoto Square	Bradenton, FL		62,409		9,011		52,675		—		7,156		9,011		59,831		68,842		26,694	1973
Domain, The	Austin, TX		207,113		45,152		197,010		—		137,126		45,152		334,136		379,288		51,764	2005
Edison Mall	Fort Myers, FL		—		11,529		107,350		—		30,027		11,529		137,377		148,906		52,348	1997 (4)
Empire Mall	Sioux Falls, SD		176,300		32,921		213,865		—		—		32,921		213,865		246,786		—	1998 (5) (6)
Fashion Mall at Keystone, The	Indianapolis, IN		—		—		120,579		—		50,980		—		171,559		171,559		67,300	1997 (4)
Firewheel Town Center	Garland (Dallas), TX		—		8,636		82,716		—		26,546		8,636		109,262		117,898		29,504	2004
Forest Mall	Fond Du Lac, WI		15,557		721		4,491		—		8,844		721		13,335		14,056		8,444	1973
Forum Shops at Caesars, The	Las Vegas, NV		—		—		276,567		—		210,525		—		487,092		487,092		156,930	1992

SCHEDULE III

Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)

				Initial Cost (3)				Cost Capitalized Subsequent to Acquisition (3)				Gross Amounts At Which Carried At Close of Period

Name	Location	Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
Great Lakes Mall	Mentor (Cleveland), OH		—		12,302		100,362		—		18,651		12,302		119,013		131,315		50,595	1961
Greenwood Park Mall	Greenwood (Indianapolis), IN		78,354		2,423		23,445		5,253		116,036		7,676		139,481		147,157		58,401	1979
Gulf View Square	Port Richey (Tampa), FL		—		13,690		39,991		1,688		18,046		15,378		58,037		73,415		26,088	1980
Haywood Mall	Greenville, SC		—		11,585		133,893		6		20,472		11,591		154,365		165,956		72,559	1998 (4)
Independence Center	Independence (Kansas City), MO		200,000		5,042		45,798		—		33,884		5,042		79,682		84,724		36,323	1994 (4)
Ingram Park Mall	San Antonio, TX		143,935		733		17,163		73		22,327		806		39,490		40,296		23,746	1979
Irving Mall	Irving (Dallas), TX		—		6,737		17,479		2,533		38,488		9,270		55,967		65,237		34,513	1971
Jefferson Valley Mall	Yorktown Heights (New York), NY		—		4,868		30,304		—		27,025		4,868		57,329		62,197		32,682	1983
King of Prussia—The Court & The Plaza	King of Prussia (Philadelphia), PA		154,583		169,828		1,172,806		—		9,557		169,828		1,182,363		1,352,191		15,016	2003 (5) (6)
Knoxville Center	Knoxville, TN		—		5,006		21,617		3,712		34,253		8,718		55,870		64,588		32,405	1984
La Plaza Mall	McAllen, TX		—		1,375		9,828		6,569		41,296		7,944		51,124		59,068		25,709	1976
Laguna Hills Mall	Laguna Hills (Los Angeles), CA		—		27,928		55,446		—		13,581		27,928		69,027		96,955		28,019	1997 (4)
Lakeline Mall	Cedar Park (Austin), TX		—		10,088		81,568		14		16,256		10,102		97,824		107,926		43,262	1995
Lenox Square	Atlanta, GA		—		38,058		492,411		—		67,439		38,058		559,850		597,908		206,544	1998 (4)
Lima Mall	Lima, OH		—		7,659		35,338		—		12,099		7,659		47,437		55,096		22,969	1965
Lincolnwood Town Center	Lincolnwood (Chicago), IL		—		7,834		63,480		—		7,875		7,834		71,355		79,189		41,266	1990
Lindale Mall	Cedar Rapids, IA		—		13,763		69,175		—		—		13,763		69,175		82,938		—	1998 (5) (6)
Livingston Mall	Livingston (New York), NJ		—		22,214		105,250		—		40,288		22,214		145,538		167,752		50,412	1998 (4)
Longview Mall	Longview, TX		—		259		3,567		124		8,485		383		12,052		12,435		6,717	1978
Mall at Chestnut Hill, The	Chestnut Hill (Boston), MA		—		449		24,615		—		2,320		449		26,935		27,384		2,437	2002 (5)
Mall of Georgia	Buford (Atlanta), GA		—		47,492		326,633		—		4,732		47,492		331,365		378,857		102,120	1999 (5)
Maplewood Mall	St. Paul (Minneapolis), MN		—		17,119		80,758		—		23,538		17,119		104,296		121,415		30,853	2002 (4)
Markland Mall	Kokomo, IN		20,598		—		7,568		—		15,835		—		23,403		23,403		11,080	1968
McCain Mall	N. Little Rock, AR		—		—		9,515		10,530		12,417		10,530		21,932		32,462		7,008	1973
Melbourne Square	Melbourne, FL		—		15,762		55,891		4,160		28,058		19,922		83,949		103,871		33,683	1982
Menlo Park Mall	Edison (New York), NJ		—		65,684		223,252		—		40,685		65,684		263,937		329,621		109,811	1997 (4)
Mesa Mall	Grand Junction, CO		87,250		12,965		89,235		—		—		12,965		89,235		102,200		—	1998 (5) (6)
Midland Park Mall	Midland, TX		30,071		687		9,213		—		20,626		687		29,839		30,526		15,990	1980
Miller Hill Mall	Duluth, MN		—		2,965		18,092		—		30,347		2,965		48,439		51,404		33,798	1973
Montgomery Mall	North Wales (Philadelphia), PA		84,226		27,105		86,915		2,279		27,580		29,384		114,495		143,879		34,557	2004 (5)
Muncie Mall	Muncie, IN		—		172		5,776		52		27,145		224		32,921		33,145		18,379	1970
North East Mall	Hurst (Dallas), TX		—		128		12,966		19,010		151,863		19,138		164,829		183,967		77,985	1971
Northfield Square Mall	Bourbonnais, IL		26,758		362		53,396		—		3,014		362		56,410		56,772		35,934	2004 (5)
Northgate Mall	Seattle, WA		—		24,369		115,992		—		92,530		24,369		208,522		232,891		74,534	1987
Northlake Mall	Atlanta, GA		—		33,400		98,035		—		4,508		33,400		102,543		135,943		62,644	1998 (4)
Northwoods Mall	Peoria, IL		—		1,185		12,779		2,372		37,947		3,557		50,726		54,283		30,149	1983
Oak Court Mall	Memphis, TN		—		15,673		57,304		—		9,306		15,673		66,610		82,283		29,010	1997 (4)
Ocean County Mall	Toms River (New York), NJ		—		20,404		124,945		—		27,642		20,404		152,587		172,991		56,390	1998 (4)
Orange Park Mall	Orange Park (Jacksonville), FL		—		12,998		65,121		—		40,745		12,998		105,866		118,864		47,950	1994 (4)

SCHEDULE III

Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)

				Initial Cost (3)				Cost Capitalized Subsequent to Acquisition (3)				Gross Amounts At Which Carried At Close of Period

Name	Location	Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
Orland Square	Orland Park (Chicago), IL		—		35,514		129,906		—		25,993		35,514		155,899		191,413		65,865	1997 (4)
Oxford Valley Mall	Langhorne (Philadelphia), PA		69,956		24,544		100,287		2,279		9,208		26,823		109,495		136,318		57,913	2003 (4)
Paddock Mall	Ocala, FL		—		11,198		39,727		—		20,296		11,198		60,023		71,221		22,568	1980
Penn Square Mall	Oklahoma City, OK		97,500		2,043		155,958		—		34,895		2,043		190,853		192,896		76,751	2002 (4)
Pheasant Lane Mall	Nashua, NH		—		3,902		155,068		550		39,137		4,452		194,205		198,657		62,658	2004 (5)
Phipps Plaza	Atlanta, GA		—		16,725		210,610		2,225		31,392		18,950		242,002		260,952		91,246	1998 (4)
Plaza Carolina	Carolina (San Juan), PR		183,229		15,493		279,560		—		36,616		15,493		316,176		331,669		76,061	2004 (4)
Port Charlotte Town Center	Port Charlotte, FL		47,749		5,471		58,570		—		15,117		5,471		73,687		79,158		34,951	1989
Prien Lake Mall	Lake Charles, LA		—		1,842		2,813		3,091		39,145		4,933		41,958		46,891		21,663	1972
Richmond Town Square	Richmond Heights (Cleveland), OH		42,238		2,600		12,112		—		57,013		2,600		69,125		71,725		46,563	1966
River Oaks Center	Calumet City (Chicago), IL		—		30,560		101,224		—		10,576		30,560		111,800		142,360		46,226	1997 (4)
Rockaway Townsquare	Rockaway (New York), NJ		—		41,918		212,257		—		36,773		41,918		249,030		290,948		89,794	1998 (4)
Rolling Oaks Mall	San Antonio, TX		—		1,929		38,609		—		13,129		1,929		51,738		53,667		28,721	1988
Roosevelt Field	Garden City (New York), NY		—		163,160		702,008		48		42,377		163,208		744,385		907,593		278,858	1998 (4)
Ross Park Mall	Pittsburgh, PA		—		23,541		90,203		—		83,671		23,541		173,874		197,415		73,342	1986
Rushmore Mall	Rapid City, SD		94,000		18,325		77,805		—		—		18,325		77,805		96,130		—	1998 (5) (6)
Santa Rosa Plaza	Santa Rosa, CA		—		10,400		87,864		—		12,845		10,400		100,709		111,109		39,074	1998 (4)
Shops at Mission Viejo, The	Mission Viejo (Los Angeles), CA		—		9,139		54,445		7,491		148,510		16,630		202,955		219,585		90,915	1979
South Hills Village	Pittsburgh, PA		—		23,445		125,840		2,945		27,124		26,390		152,964		179,354		59,428	1997 (4)
South Shore Plaza	Braintree (Boston), MA		—		101,200		301,495		—		152,415		101,200		453,910		555,110		133,117	1998 (4)
Southern Hills Mall	Sioux City, IA		101,500		18,069		84,545		—		—		18,069		84,545		102,614		—	1998 (5) (6)
Southern Park Mall	Youngstown, OH		—		16,982		77,767		97		25,729		17,079		103,496		120,575		47,674	1970
SouthPark	Charlotte, NC		193,925		42,092		188,055		100		167,489		42,192		355,544		397,736		117,954	2002 (4)
St. Charles Towne Center	Waldorf (Washington, D.C.), MD		—		7,710		52,934		1,180		28,473		8,890		81,407		90,297		41,524	1990
Stanford Shopping Center	Palo Alto (San Francisco), CA		240,000		—		339,537		—		8,349		—		347,886		347,886		89,783	2003 (4)
Summit Mall	Akron, OH		65,000		15,374		51,137		—		42,520		15,374		93,657		109,031		37,076	1965
Sunland Park Mall	El Paso, TX		30,789		2,896		28,900		—		8,379		2,896		37,279		40,175		23,284	1988
Tacoma Mall	Tacoma (Seattle), WA		—		37,803		125,826		—		82,120		37,803		207,946		245,749		77,443	1987
Tippecanoe Mall	Lafayette, IN		—		2,897		8,439		5,517		44,933		8,414		53,372		61,786		35,941	1973
Town Center at Aurora	Aurora (Denver), CO		—		9,959		56,832		6		56,938		9,965		113,770		123,735		49,312	1998 (4)
Town Center at Boca Raton	Boca Raton (Miami), FL		—		64,200		307,317		—		161,094		64,200		468,411		532,611		167,933	1998 (4)
Town Center at Cobb	Kennesaw (Atlanta), GA		280,000		32,355		158,225		—		15,155		32,355		173,380		205,735		64,854	1998 (5)
Towne East Square	Wichita, KS		—		8,525		18,479		4,095		42,323		12,620		60,802		73,422		35,394	1975

SCHEDULE III

Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)

				Initial Cost (3)				Cost Capitalized Subsequent to Acquisition (3)				Gross Amounts At Which Carried At Close of Period

Name	Location	Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
Towne West Square	Wichita, KS		50,644		972		21,203		61		12,789		1,033		33,992		35,025		21,230	1980
Treasure Coast Square	Jensen Beach, FL		—		11,124		72,990		3,067		36,452		14,191		109,442		123,633		47,221	1987
Tyrone Square	St. Petersburg (Tampa), FL		—		15,638		120,962		—		30,431		15,638		151,393		167,031		65,514	1972
University Park Mall	Mishawaka (South Bend), IN		—		16,768		112,158		7,000		50,509		23,768		162,667		186,435		108,137	1996 (4)
Upper Valley Mall	Springfield, OH		45,541		8,421		38,745		—		10,751		8,421		49,496		57,917		21,858	1979
Valle Vista Mall	Harlingen, TX		40,000		1,398		17,159		329		20,684		1,727		37,843		39,570		20,995	1983
Virginia Center Commons	Glen Allen, VA		—		9,764		50,547		4,149		11,923		13,913		62,470		76,383		24,287	1991
Walt Whitman Shops	Huntington Station (New York), NY		119,489		51,700		111,258		3,789		46,100		55,489		157,358		212,847		70,169	1998 (4)
Washington Square	Indianapolis, IN		26,932		6,319		36,495		—		11,345		6,319		47,840		54,159		43,584	1974
West Ridge Mall	Topeka, KS		66,695		5,453		34,132		1,168		23,221		6,621		57,353		63,974		29,142	1988
Westminster Mall	Westminster (Los Angeles), CA		—		43,464		84,709		—		31,961		43,464		116,670		160,134		43,589	1998 (4)
White Oaks Mall	Springfield, IL		50,000		3,024		35,692		2,102		41,889		5,126		77,581		82,707		34,331	1977
Wolfchase Galleria	Memphis, TN		225,000		15,881		128,276		—		10,708		15,881		138,984		154,865		59,675	2002 (4)
Woodland Hills Mall	Tulsa, OK		95,081		34,211		187,123		—		14,143		34,211		201,266		235,477		76,438	2004 (5)
*Premium Outlets*
Albertville Premium Outlets	Albertville (Minneapolis), MN		—		3,900		97,059		—		4,718		3,900		101,777		105,677		30,362	2004 (4)
Allen Premium Outlets	Allen (Dallas), TX		—		13,855		43,687		97		15,850		13,952		59,537		73,489		21,006	2004 (4)
Aurora Farms Premium Outlets	Aurora (Cleveland), OH		—		2,370		24,326		—		3,377		2,370		27,703		30,073		15,442	2004 (4)
Birch Run Premium Outlets	Birch Run, MI		107,578		11,560		77,856		—		1,250		11,560		79,106		90,666		6,039	2010 (4)
Calhoun Premium Outlets	Calhoun, GA		20,678		1,745		12,529		—		155		1,745		12,684		14,429		2,197	2010 (4)
Camarillo Premium Outlets	Camarillo (Los Angeles), CA		—		16,670		224,721		482		63,310		17,152		288,031		305,183		66,533	2004 (4)
Carlsbad Premium Outlets	Carlsbad (San Diego), CA		—		12,890		184,990		96		2,457		12,986		187,447		200,433		44,793	2004 (4)
Carolina Premium Outlets	Smithfield, NC		18,674		3,175		59,863		—		3,803		3,175		63,666		66,841		22,172	2004 (4)
Chicago Premium Outlets	Aurora (Chicago), IL		—		659		118,005		—		4,137		659		122,142		122,801		38,735	2004 (4)
Cincinnati Premium Outlets	Monroe (Cincinnati), OH		—		14,117		71,520		—		4,219		14,117		75,739		89,856		9,350	2008
Clinton Crossing Premium Outlets	Clinton, CT		—		2,060		107,556		1,532		1,980		3,592		109,536		113,128		31,210	2004 (4)
Columbia Gorge Premium Outlets	Troutdale (Portland), OR		—		7,900		16,492		—		2,327		7,900		18,819		26,719		8,334	2004 (4)
Desert Hills Premium Outlets	Cabazon (Palm Springs), CA		—		3,440		338,679		—		5,574		3,440		344,253		347,693		78,344	2004 (4)
Edinburgh Premium Outlets	Edinburgh (Indianapolis), IN		—		2,857		47,309		—		13,020		2,857		60,329		63,186		20,254	2004 (4)
Ellenton Premium Outlets	Ellenton (Tampa), FL		106,062		15,807		182,412		—		2,082		15,807		184,494		200,301		15,217	2010 (4)
Folsom Premium Outlets	Folsom (Sacramento), CA		—		9,060		50,281		—		2,882		9,060		53,163		62,223		19,429	2004 (4)
Gaffney Premium Outlets	Gaffney, SC		37,527		4,056		32,371		—		—		4,056		32,371		36,427		2,932	2010 (4)
Gilroy Premium Outlets	Gilroy (San Jose), CA		—		9,630		194,122		—		8,479		9,630		202,601		212,231		55,457	2004 (4)
Grove City Premium Outlets	Grove City, PA		114,505		6,421		121,880		—		394		6,421		122,274		128,695		10,748	2010 (4)
Gulfport Premium Outlets	Gulfport, MS		25,546		—		27,949		—		399		—		28,348		28,348		2,767	2010 (4)
Hagerstown Premium Outlets	Hagerstown, MD		90,390		3,576		85,883		—		39		3,576		85,922		89,498		6,565	2010 (4)
Houston Premium Outlets	Cypress (Houston), TX		—		20,871		69,350		—		49,244		20,871		118,594		139,465		17,018	2007
Jackson Premium Outlets	Jackson (New York), NJ		—		6,413		104,013		3		4,285		6,416		108,298		114,714		26,123	2004 (4)
Jersey Shore Premium Outlets	Tinton Falls (New York), NJ		71,055		16,141		50,979		—		73,522		16,141		124,501		140,642		18,862	2007
Johnson Creek Premium Outlets	Johnson Creek, WI		—		2,800		39,546		—		5,660		2,800		45,206		48,006		12,393	2004 (4)
Kittery Premium Outlets	Kittery, ME		43,556		11,832		94,994		—		6,210		11,832		101,204		113,036		21,876	2004 (4)
Las Americas Premium Outlets	San Diego, CA		180,000		45,168		251,878		—		4,596		45,168		256,474		301,642		32,702	2007 (4)
Las Vegas Premium Outlets—South	Las Vegas, NV		—		13,085		160,777		—		19,838		13,085		180,615		193,700		35,960	2004 (4)
Las Vegas Premium Outlets—North	Las Vegas, NV		—		25,435		134,973		450		66,672		25,885		201,645		227,530		50,917	2004 (4)
Lebanon Premium Outlets	Lebanon (Nashville), TN		15,706		1,758		10,189		—		247		1,758		10,436		12,194		1,176	2010 (4)

SCHEDULE III

Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)

				Initial Cost (3)				Cost Capitalized Subsequent to Acquisition (3)				Gross Amounts At Which Carried At Close of Period

Name	Location	Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
Lee Premium Outlets	Lee, MA		51,619		9,167		52,212		—		553		9,167		52,765		61,932		4,872	2010 (4)
Leesburg Corner Premium Outlets	Leesburg (Washington D.C.), VA		—		7,190		162,023		—		4,087		7,190		166,110		173,300		48,864	2004 (4)
Liberty Village Premium Outlets	Flemington (New York), NJ		—		5,670		28,904		—		2,104		5,670		31,008		36,678		13,529	2004 (4)
Lighthouse Place Premium Outlets	Michigan City, IN		88,623		6,630		94,138		—		6,923		6,630		101,061		107,691		33,939	2004 (4)
Napa Premium Outlets	Napa, CA		—		11,400		45,023		—		1,996		11,400		47,019		58,419		14,536	2004 (4)
North Bend Premium Outlets	North Bend (Seattle), WA		—		2,143		36,197		—		2,387		2,143		38,584		40,727		9,098	2004 (4)
North Georgia Premium Outlets	Dawsonville (Atlanta), GA		—		4,300		132,325		—		1,563		4,300		133,888		138,188		37,490	2004 (4)
Orlando Premium Outlets—International Dr	Orlando, FL		—		32,727		472,815		—		814		32,727		473,629		506,356		25,646	2010 (4)
Orlando Premium Outlets—Vineland Ave	Orlando, FL		—		14,040		304,410		15,855		46,615		29,895		351,025		380,920		74,954	2004 (4)
Osage Beach Premium Outlets	Osage Beach, MO		—		9,460		85,804		—		4,789		9,460		90,593		100,053		27,758	2004 (4)
Petaluma Village Premium Outlets	Petaluma, CA		—		13,322		13,710		—		—		13,322		13,710		27,032		7,791	2004 (4)
Philadelphia Premium Outlets	Limerick (Philadelphia), PA		190,000		16,676		105,249		—		15,518		16,676		120,767		137,443		25,853	2006
Pismo Beach Premium Outlets	Pismo Beach, CA		33,850		4,317		19,044		—		812		4,317		19,856		24,173		2,499	2010 (4)
Pleasant Prairie Premium Outlets	Pleasant Prairie, WI		97,893		16,823		126,686		—		1,896		16,823		128,582		145,405		8,663	2010 (4)
Puerto Rico Premium Outlets	Barceloneta, PR		73,364		20,586		114,021		—		1,288		20,586		115,309		135,895		8,382	2010 (4)
Queenstown Premium Outlets	Queenstown (Baltimore), MD		66,150		8,129		61,950		—		150		8,129		62,100		70,229		4,716	2010 (4)
Rio Grande Valley Premium Outlets	Mercedes (McAllen), TX		—		12,229		41,547		—		32,873		12,229		74,420		86,649		20,133	2005
Round Rock Premium Outlets	Round Rock (Austin), TX		—		21,977		82,252		—		1,316		21,977		83,568		105,545		24,683	2005
San Marcos Premium Outlets	San Marcos, TX		145,231		13,180		287,179		—		1,034		13,180		288,213		301,393		15,826	2010 (4)
Seattle Premium Outlets	Tulalip (Seattle), WA		—		—		103,722		—		17,967		—		121,689		121,689		31,497	2004 (4)
St. Augustine Premium Outlets	St. Augustine (Jacksonville), FL		—		6,090		57,670		2		7,768		6,092		65,438		71,530		21,643	2004 (4)
The Crossings Premium Outlets	Tannersville, PA		49,253		7,720		172,931		—		10,228		7,720		183,159		190,879		44,730	2004 (4)
Vacaville Premium Outlets	Vacaville, CA		—		9,420		84,850		—		9,146		9,420		93,996		103,416		31,595	2004 (4)
Waikele Premium Outlets	Waipahu (Honolulu), HI		—		22,630		77,316		—		3,096		22,630		80,412		103,042		25,022	2004 (4)
Waterloo Premium Outlets	Waterloo, NY		72,822		3,230		75,277		—		6,735		3,230		82,012		85,242		27,125	2004 (4)
Williamsburg Premium Outlets	Williamsburg, VA		104,427		10,323		223,789		—		349		10,323		224,138		234,461		12,719	2010 (4)
Woodbury Common Premium Outlets	Central Valley (New York), NY		—		11,110		862,559		1,658		7,302		12,768		869,861		882,629		203,885	2004 (4)
Wrentham Village Premium Outlets	Wrentham (Boston), MA		—		4,900		282,031		—		7,729		4,900		289,760		294,660		74,409	2004 (4)
*Community/Lifestyle Centers*
ABQ Uptown	Albuquerque, NM		—		6,374		75,333		—		—		6,374		75,333		81,707		1,471	2011 (4)
Arboretum	Austin, TX		—		7,640		36,774		71		9,664		7,711		46,438		54,149		17,869	1998 (4)
Bloomingdale Court	Bloomingdale (Chicago), IL		25,923		8,748		26,184		—		12,067		8,748		38,251		46,999		19,220	1987
Charles Towne Square	Charleston, SC		—		—		1,768		370		10,636		370		12,404		12,774		8,311	1976
Chesapeake Center	Chesapeake (Virginia Beach), VA		—		5,352		12,279		—		871		5,352		13,150		18,502		7,937	1989

SCHEDULE III

Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)

				Initial Cost (3)				Cost Capitalized Subsequent to Acquisition (3)				Gross Amounts At Which Carried At Close of Period

Name	Location	Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
Countryside Plaza	Countryside (Chicago), IL		—		332		8,507		2,554		9,711		2,886		18,218		21,104		8,962	1977
Dare Centre	Kill Devil Hills, NC		1,555		—		5,702		—		189		—		5,891		5,891		1,714	2004 (4)
DeKalb Plaza	King of Prussia (Philadelphia), PA		2,676		1,955		3,405		—		1,135		1,955		4,540		6,495		2,093	2003 (4)
Empire East	Sioux Falls, SD		—		3,023		10,420		—		—		3,023		10,420		13,443		—	1998 (5) (6)
Forest Plaza	Rockford, IL		18,391		4,132		16,818		453		11,901		4,585		28,719		33,304		12,103	1985
Gateway Center	Austin, TX		—		24,549		81,437		—		10,231		24,549		91,668		116,217		27,700	2004 (4)
Great Lakes Plaza	Mentor (Cleveland), OH		—		1,028		2,025		—		3,793		1,028		5,818		6,846		1,952	1976
Greenwood Plus	Greenwood (Indianapolis), IN		—		1,129		1,792		—		4,367		1,129		6,159		7,288		3,260	1979
Henderson Square	King of Prussia (Philadelphia), PA		13,948		4,223		15,124		—		756		4,223		15,880		20,103		3,875	2003 (4)
Highland Lakes Center	Orlando, FL		—		7,138		25,284		—		2,020		7,138		27,304		34,442		17,752	1991
Ingram Plaza	San Antonio, TX		—		421		1,802		4		57		425		1,859		2,284		1,305	1980
Keystone Shoppes	Indianapolis, IN		—		—		4,232		—		1,144		—		5,376		5,376		2,131	1997 (4)
Lake Plaza	Waukegan (Chicago), IL		—		2,487		6,420		—		1,005		2,487		7,425		9,912		4,015	1986
Lake View Plaza	Orland Park (Chicago), IL		15,751		4,702		17,543		—		12,545		4,702		30,088		34,790		15,218	1986
Lakeline Plaza	Cedar Park (Austin), TX		17,229		5,822		30,875		—		6,918		5,822		37,793		43,615		16,180	1998
Lima Center	Lima, OH		—		1,781		5,151		—		6,988		1,781		12,139		13,920		5,788	1978
Lincoln Crossing	O'Fallon (St. Louis), IL		—		674		2,192		—		807		674		2,999		3,673		1,455	1990
Lincoln Plaza	King of Prussia (Philadelphia), PA		—		—		21,299		—		3,411		—		24,710		24,710		11,045	2003 (4)
MacGregor Village	Cary, NC		6,254		502		8,897		—		297		502		9,194		9,696		1,971	2004 (4)
Mall of Georgia Crossing	Buford (Atlanta), GA		—		9,506		32,892		—		618		9,506		33,510		43,016		13,932	2004 (5)
Markland Plaza	Kokomo, IN		—		206		738		—		6,135		206		6,873		7,079		3,380	1974
Martinsville Plaza	Martinsville, VA		—		—		584		—		408		—		992		992		792	1967
Matteson Plaza	Matteson (Chicago), IL		—		1,771		9,737		—		3,770		1,771		13,507		15,278		7,219	1988
Muncie Towne Plaza	Muncie, IN		7,163		267		10,509		87		1,786		354		12,295		12,649		5,234	1998
New Castle Plaza	New Castle, IN		—		128		1,621		—		1,369		128		2,990		3,118		1,623	1966
North Ridge Plaza	Joliet (Chicago), IL		—		2,831		7,699		—		4,434		2,831		12,133		14,964		5,897	1985
North Ridge Shopping Center	Raleigh, NC		7,639		385		12,838		—		782		385		13,620		14,005		2,936	2004 (4)
Northwood Plaza	Fort Wayne, IN		—		148		1,414		—		1,865		148		3,279		3,427		2,084	1974
Palms Crossing	McAllen, TX		38,202		13,496		45,925		—		9,067		13,496		54,992		68,488		10,610	2006
Regency Plaza	St. Charles (St. Louis), MO		3,776		616		4,963		—		587		616		5,550		6,166		2,821	1988
Richardson Square	Richardson (Dallas), TX		—		6,285		—		990		15,229		7,275		15,229		22,504		2,034	1977
Rockaway Commons	Rockaway (New York), NJ		—		5,149		26,435		—		7,840		5,149		34,275		39,424		10,721	1998 (4)
Rockaway Town Plaza	Rockaway (New York), NJ		—		—		18,698		2,225		2,961		2,225		21,659		23,884		4,607	2004
Shops at Arbor Walk, The	Austin, TX		43,176		930		42,546		—		4,403		930		46,949		47,879		9,412	2005

SCHEDULE III

Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)

				Initial Cost (3)				Cost Capitalized Subsequent to Acquisition (3)				Gross Amounts At Which Carried At Close of Period

Name	Location	Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction or Acquisition
Shops at North East Mall, The	Hurst (Dallas), TX		—		12,541		28,177		402		4,657		12,943		32,834		45,777		16,238	1999
St. Charles Towne Plaza	Waldorf (Washington, D.C.), MD		24,542		8,377		18,993		—		3,940		8,377		22,933		31,310		11,797	1987
Teal Plaza	Lafayette, IN		—		99		878		—		1,557		99		2,435		2,534		1,465	1962
Terrace at the Florida Mall	Orlando, FL		—		2,150		7,623		—		5,251		2,150		12,874		15,024		5,903	1989
Tippecanoe Plaza	Lafayette, IN		—		—		745		234		5,196		234		5,941		6,175		3,486	1974
University Center	Mishawaka (South Bend), IN		—		3,071		7,413		—		1,828		3,071		9,241		12,312		7,738	1980
Washington Plaza	Indianapolis, IN		—		941		1,697		—		1,159		941		2,856		3,797		2,523	1976
Waterford Lakes Town Center	Orlando, FL		—		8,679		72,836		—		14,104		8,679		86,940		95,619		40,419	1999
West Ridge Plaza	Topeka, KS		4,720		1,376		4,560		—		2,085		1,376		6,645		8,021		3,368	1988
White Oaks Plaza	Springfield, IL		14,325		3,169		14,267		—		3,494		3,169		17,761		20,930		8,255	1986
Wolf Ranch Town Center	Georgetown (Austin), TX		—		21,403		51,547		—		9,413		21,403		60,960		82,363		14,729	2004
*Other Properties*
Factory Stores of America—Boaz	Boaz, AL		2,540		—		924		—		87		—		1,011		1,011		190	2004 (4)
Factory Stores of America—Georgetown	Georgetown, KY		6,019		148		3,610		—		39		148		3,649		3,797		733	2004 (4)
Factory Stores of America—Graceville	Graceville, FL		1,789		12		408		—		150		12		558		570		70	2004 (4)
Factory Stores of America—Lebanon	Lebanon, MO		1,503		24		214		—		6		24		220		244		11	2004 (4)
Factory Stores of America—Nebraska City	Nebraska City, NE		1,411		26		566		—		47		26		613		639		215	2004 (4)
Factory Stores of America—Story City	Story City, IA		1,743		7		526		—		34		7		560		567		156	2004 (4)
Florida Keys Outlet Center	Florida City, FL		10,824		1,560		1,748		—		822		1,560		2,570		4,130		429	2010 (4)
Gwinnett Place	Duluth (Atlanta), GA		115,000		6,361		108,637		—		—		6,361		108,637		114,998		—	1998 (5) (7)
Huntley Outlet Center	Huntley, IL		30,276		3,495		2,027		—		127		3,495		2,154		5,649		289	2010 (4)
Shops at Nanuet, The	Nanuet (New York), NY		—		27,310		162,993		—		5,614		27,310		168,607		195,917		165,289	1998 (4)
Naples Outlet Center	Naples, FL		16,274		1,514		519		—		—		1,514		519		2,033		184	2010 (4)
Outlet Marketplace	Orlando, FL		—		3,367		1,557		—		48		3,367		1,605		4,972		347	2010 (4)
The Shoppes at Branson Meadows	Branson, MO		8,685		—		5,205		—		487		—		5,692		5,692		654	2004 (4)
University Town Plaza	Pensacola, FL		—		4,256		26,657		1,753		4,769		6,009		31,426		37,435		28,830	1994
*Development Projects*
Merrimack Premium Outlets			—		17,306		83,404		—		—		17,306		83,404		100,710		—
Other pre-development costs			—		20,373		174,800		—		—		20,373		174,800		195,173		780
*Other*			—		2,614		10,133		—		1,820		2,614		11,953		14,567		4,874

		$	6,041,485	$	2,941,448	$	21,097,632	$	195,533	$	5,098,717	$	3,136,981	$	26,196,349	$	29,333,330	$	8,148,170

Simon Property Group, L.P. and Subsidiaries

Notes to Schedule III as of December 31, 2011

(Dollars in thousands)

(1) Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2011, 2010, and 2009 are as follows:

	2011		2010		2009

Balance, beginning of year	$	27,192,223	$	25,023,715	$	24,907,970
Acquisitions and consolidations (5)		2,068,452		2,200,102		—
Improvements		552,455		273,255		315,928
Disposals		(479,800)		(304,849)		(200,183)

Balance, close of year	$	29,333,330	$	27,192,223	$	25,023,715

The unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2011 was $23,502,281.

(2) Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2011, 2010, and 2009 are as follows:

	2011		2010		2009

Balance, beginning of year	$	7,485,821	$	6,806,670	$	6,015,677
Depreciation expense		906,554		874,450		893,139
Disposals		(244,205)		(195,299)		(102,146)

Balance, close of year	$	8,148,170	$	7,485,821	$	6,806,670

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:

•

Buildings and Improvements — typically 10-40 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.

•

Tenant Allowances and Improvements — shorter of lease term or useful life.

(3): Initial cost generally represents net book value at December 20, 1993, except for acquired properties and new developments after December 20, 1993. Initial cost also includes any new developments that are opened during the current year. Costs of disposals and impairments of property are first reflected as a reduction to cost capitalized subsequent to acquisition.
(4): Not developed/constructed by us or our predecessors. The date of construction represents the acquisition date.
(5): Initial cost for these properties is the cost at the date of consolidation for properties previously accounted for under the equity method of accounting.
(6): Amounts represent preliminary purchase price allocation and are subject to change upon finalization.
(7): Our interests in the property were sold effective January 1, 2012.

- Definition

The entire disclosure for real estate and accumulated depreciation. This may include a schedule that describes the property and lists the initial cost of land, buildings and improvements, improvements and carrying costs capitalized after acquisition, and the total carrying cost for land, buildings and improvements for each property and in aggregate. The schedule also lists the accumulated depreciation for each property and in aggregate, the date each property was constructed and acquired, the useful life used to calculate depreciation and any encumbrances on the properties. The entity provides a reconciliation of the carrying amount of real estate from the beginning of the period to the end of the period. Any real estate investments that have been written down or reserved against are described, including the basis of the write-down. A material amount of intercompany profit in the total carrying amount of real estate is disclosed. The aggregate cost of all real estate investments for federal income tax purposes is also disclosed.

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