SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2016
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
225 WEST WASHINGTON STREET
(Address of principal executive offices)
Registrants telephone number, including area code: 317.636.1600
(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 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On January 12, 2016, the Audit Committee of the Board of Directors of Simon Property Group, Inc. (the Company), acting on the recommendation of management, and after consultation with Ernst & Young LLP, the Companys independent registered public accounting firm, concluded that the Company should amend and restate its previously issued interim consolidated financial statements contained in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 solely to reflect the recognition of the non-cash gain described in Item 8.01 below. The Company has filed amended Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 solely to reflect the recognition of the non-cash gain (the Amended 2015 Form 10-Q/As). Changes relating to the recognition of the non-cash gain are the only changes reflected in the Amended 2015 Form 10-Q/As, and the non-cash gain does not affect previously reported cash flows generated from operating activities or the Companys non-GAAP measures (funds from operations, net operating income and comparable property net operating income) for any period. See Item 8.01 below.
ITEM 8.01 Other Events.
During the preparation of the financial statements of the Company for the year ended December 31, 2015, the Companys year end reporting procedures and controls identified that a non-cash gain of $206.9 million, solely related to the Companys equity method investment in Klépierre SA (Klépierre) and Klépierres acquisition of Corio N.V. (Corio) in January, 2015 needed to be recorded in the first quarter of 2015. Klépierre issued 114 million additional shares of its common stock in connection with its acquisition of Corio which effectively reduced the Companys percentage ownership interest in Klépierre common shares from 28.9% to 18.3% during the quarterly period ending March 2015. As a result of Klépierres issuance of additional shares and the reduction in the Companys ownership interest, the Company is required to recognize a gain (or loss) based on the difference in Klépierres issue price per share as compared to the Companys carrying value per Klépierre share. This non-cash gain is recognized in the Companys net income in the period the change of its ownership interest occurred. The Company sold no shares of Klépierre in 2015 in connection with Klépierres Corio acquisition or otherwise.
Additionally, on May 11, 2015, the Company purchased an additional 6.3 million shares of Klépierre increasing its ownership from 18.3% to 20.3%.
Changes relating to the recognition of the $206.9 million non-cash gain are the only changes reflected in the Amended 2015 Form 10-Q/As, and the non-cash gain does not affect previously reported cash flows generated from operating activities or the Companys non-GAAP measures (funds from operations, net operating income and comparable property net operating income) for any period.
The Companys unaudited consolidated balance sheets and unaudited consolidated statements of operations and comprehensive income for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 were amended and restated in the Amended 2015 Form 10-Q/As to reflect the recognition of the $206.9 million non-cash gain. The following tables summarize the effects of the amendments and restatements: