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10-K 1 a2222982z10-k.htm 10-K

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Part IV

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION **Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2014

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

Delaware (State or other jurisdiction of incorporation or organization)001-14469 (Commission File No.)046-268599 (I.R.S. Employer Identification No.)
225 West Washington Street Indianapolis, Indiana 46204 (Address of principal executive offices) (ZIP Code)
(317) 636-1600 (Registrant's telephone number, including area code)
**Securities registered pursuant to Section 12(b) of the Act: **
Title of each className of each exchange on which registered
Common stock, $0.0001 par valueNew York Stock Exchange
83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par valueNew York Stock Exchange

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

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

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

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

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

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

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

Large accelerated filer ýAccelerated filer oNon-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting company o

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

The aggregate market value of shares of common stock held by non-affiliates of the Registrant was approximately $51,280 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2014.

As of January 30, 2015, Simon Property Group, Inc. had 314,381,664 and 8,000 shares of common stock and Class B common stock outstanding, respectively.

Documents Incorporated By Reference

Portions of the Registrant's Proxy Statement in connection with its 2015 Annual Meeting of Stockholders are incorporated by reference in Part III.

**Simon Property Group, Inc. and Subsidiaries Annual Report on Form 10-K December 31, 2014 **

**TABLE OF CONTENTS **

Item No.Page No.
Part I
1. Business 3
1A.Risk Factors8
1B.Unresolved Staff Comments13
2.Properties14
3.Legal Proceedings40
4.Mine Safety Disclosures40
Part II
5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 41
6.Selected Financial Data42
7.Management's Discussion and Analysis of Financial Condition and Results of Operations43
7A.Qualitative and Quantitative Disclosure About Market Risk61
8.Financial Statements and Supplementary Data62
9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure103
9A.Controls and Procedures103
9B.Other Information103
Part III
10. Directors, Executive Officers and Corporate Governance 104
11.Executive Compensation104
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters104
13.Certain Relationships and Related Transactions and Director Independence104
14.Principal Accountant Fees and Services104
Part IV
15. Exhibits, and Financial Statement Schedules 105
**Signatures ** 106

**Part I **

Next: Item 1. Business