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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 3, 2012
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14469 | 046268599 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
225 WEST WASHINGTON STREET INDIANAPOLIS, INDIANA (Address of principal executive offices) | 46204 (Zip Code) | |||
Registrant's telephone number, including area code:317.636.1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
- o
- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- o
- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) - o
- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On February 3, 2012, Simon Property Group, Inc. (the "Registrant") issued a press release containing information on earnings for the quarter ended December 31, 2011 and other matters. A copy of the press release is attached hereto as Exhibit 99.2 and the information in the press release is incorporated by reference into this report.
The Registrant is furnishing the information contained herein, including Exhibit 99.2, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the "SEC"). This information shall not be deemed to be "filed" with the SEC or incorporated by reference into any other filing with the SEC.
Item 7.01. Regulation FD Disclosure
On February 3, 2012, the Registrant made available additional operational information concerning the Registrant, Simon Property Group, L.P., and properties owned or managed as of December 31, 2011 in the form of a Supplemental Information package, a copy of which is attached as Exhibit 99.1. The Supplemental Information package is also available upon request as specified therein.
The Registrant is furnishing the information contained herein, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the SEC. This information shall not be deemed to be "filed" with the SEC or incorporated by reference into any other filing with the SEC.
This report contains measures of financial or operating performance that are not specifically defined by accounting principles generally accepted in the United States ("GAAP"), including funds from operations ("FFO"), FFO as adjusted, diluted FFO per share, diluted FFO per share as adjusted and net operating income ("NOI"). FFO and NOI are performance measures that are standard in the REIT business. We believe FFO and NOI provide investors with additional information concerning our operating performance and a basis to compare our performance with those of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. FFO as adjusted and diluted FFO per share as adjusted measures exclude the effect of certain debt-related charges. We believe these measures provide investors with a basis to compare our current operating performance with previous periods in which we did not have those charges. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.
The non-GAAP financial measures used in this report should not be considered as alternatives to net income as a measure of our operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities.
Reconciliations of each of the non-GAAP measures used in this report to the most-directly comparable GAAP measure are included.
Item 9.01. Financial Statements and Exhibits
Financial Statements:
None
Exhibits:
| Exhibit No. | Description | Page Number in This Filing | ||
|---|---|---|---|---|
| 99.1 | Supplemental Information as of December 31, 2011 | 5 | ||
| 99.2 | Earnings Release for the quarter ended December 31, 2011 | 59 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: February 3, 2012
| SIMON PROPERTY GROUP, INC. | ||||
By: | /s/ STEPHEN E. STERRETT Stephen E. Sterrett, Executive Vice President and Chief Financial Officer | |||
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SIMON PROPERTY GROUP
Table of Contents
As of December 31, 2011
Description | | Page | ||
|---|---|---|---|---|
Exhibit 99.1 | Supplemental Information | 5 | ||
Company Overview | ||||
Overview (reporting calendar, stock information and credit ratings) | 5-6 | |||
Changes in Company Common Share and Operating Partnership Unit Ownership | 7 | |||
Financial Data | ||||
Selected Financial and Equity Information | 8-9 | |||
Unaudited Pro-Rata Statements of Operations | 11-12 | |||
Unaudited Pro-Rata Balance Sheet | 13 | |||
NOI Composition | 14 | |||
Analysis of Other Income and Other Expense | 15 | |||
Reconciliation of Non-GAAP Financial Measures | 16-18 | |||
Operational Data | ||||
U.S. Portfolio Overview | 19 | |||
U.S. Regional Mall and Premium Outlet Operational Information | 20 | |||
U.S. Lease Expirations | 21 | |||
U.S. Top Tenants | 22 | |||
Other U.S. Property Operational Information | 23 | |||
International Operational Information | 24 | |||
Property Listing | 25-34 | |||
Development Activity | ||||
U.S. Anchor/Big Box Openings, 2011-2013 | 35-36 | |||
Capital Expenditures | 37 | |||
U.S. Development Activity Report | 38-40 | |||
International Development Activity Report | 41 | |||
Balance Sheet Information | ||||
The Company's Share of Total Debt Amortization and Maturities by Year | 42 | |||
Summary of Indebtedness | 43 | |||
Summary of Indebtedness by Maturity | 44-52 | |||
Unencumbered Assets | 53-57 | |||
Preferred Stock/Units Outstanding | 58 | |||
Quarterly Earnings Announcement | ||||
Exhibit 99.2 | Press Release | 59-71 |
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