Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
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Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Simon
Market Information
Simon’s common stock trades on the New York Stock Exchange under the symbol “SPG”. The quarterly price range for the shares and the dividends declared per share for each quarter in the last two fiscal years are shown below:
| Declared | |||||||||||||
| High | Low | Close | Dividends | ||||||||||
| 2016 | |||||||||||||
| 1st Quarter | $ | 208.12 | $ | 176.11 | $ | 207.69 | $ | 1.60 | |||||
| 2nd Quarter | 217.17 | 190.82 | 216.90 | 1.60 | |||||||||
| 3rd Quarter | 229.10 | 206.02 | 207.01 | 1.65 | |||||||||
| 4th Quarter | 206.29 | 173.11 | 177.67 | 1.65 | |||||||||
| 2017 | |||||||||||||
| 1st Quarter | $ | 188.10 | $ | 163.55 | $ | 172.03 | $ | 1.75 | |||||
| 2nd Quarter | 176.17 | 150.15 | 161.76 | 1.75 | |||||||||
| 3rd Quarter | 167.12 | 152.51 | 161.01 | 1.80 | |||||||||
| 4th Quarter | 172.35 | 153.71 | 171.74 | 1.85 |
There is no established public trading market for Simon’s Class B common stock. Dividends on the Class B common stock are identical to the common stock.
Holders
The number of holders of record of common stock outstanding was 1,128 as of February 14, 2018. The Class B common stock is subject to two voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.
Dividends
We must pay a minimum amount of dividends to maintain Simon’s status as a REIT. Simon’s future dividends and future distributions of the Operating Partnership will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.
Common stock cash dividends during 2017 aggregated $7.15 per share. Common stock cash dividends during 2016 aggregated $6.50 per share. In January 2018, Simon’s Board of Directors declared a quarterly cash dividend of $1.95 per share of common stock payable on February 28, 2018 to stockholders of record on February 14, 2018.
We offer a dividend reinvestment plan that allows Simon’s stockholders to acquire additional shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the plan at a price equal to the prevailing market price of such shares, without payment of any brokerage commission or service charge.
Unregistered Sales of Equity Securities
During the fourth quarter of 2017, we issued an aggregate of 375,560 shares of common stock to limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership, as follows:
| · | 340,124 shares on December 13, 2017, and |
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| · | 35,436 shares on November 22, 2017. |
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In each case, the issuance of the shares of common stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Issuances Under Equity Compensation Plans
For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10‑K.
Issuer Purchases of Equity Securities
| Total number | Approximate | ||||||||||
| of shares | value of shares | ||||||||||
| purchased as | that may yet | ||||||||||
| Total number | Average | part of publicly | be purchased | ||||||||
| of shares | price paid | announced | under | ||||||||
| Period | purchased | per share | programs | programs (1) | |||||||
| October 1, 2017-October 31, 2017 | — | (1) | $ | — | — | $ | 1,005,557,111 | ||||
| November 1, 2017-November 30, 2017 | 68,800 | (1) | $ | 155.69 | 68,800 | $ | 994,845,364 | ||||
| December 1, 2017-December 31, 2017 | 779 | $ | 155.86 | 779 | $ | 994,723,946 | |||||
| 69,579 | $ | 155.70 | 69,579 |
| (1) | On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion Repurchase Program through March 31, 2019. Under the Repurchase Program, Simon may repurchase the shares in the open market or in privately negotiated transactions. As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon. |
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The Operating Partnership
Market Information
There is no established trading market for units or preferred units. The following table sets forth for the periods indicated, the distributions declared on the Operating Partnership’s units:
| Declared | |||||||||||||
| Dividends | |||||||||||||
| 2016 | |||||||||||||
| 1st Quarter | $ | 1.60 | |||||||||||
| 2nd Quarter | 1.60 | ||||||||||||
| 3rd Quarter | 1.65 | ||||||||||||
| 4th Quarter | 1.65 | ||||||||||||
| 2017 | |||||||||||||
| 1st Quarter | $ | 1.75 | |||||||||||
| 2nd Quarter | 1.75 | ||||||||||||
| 3rd Quarter | 1.80 | ||||||||||||
| 4th Quarter | 1.85 |
Holders
The number of holders of record of units was 269 as of February 14, 2018.
Distributions
The Operating Partnership makes distributions on its units in amounts sufficient to maintain Simon's qualification as a REIT. Simon is required each year to distribute to its stockholders at least 90% of its REIT taxable income after certain adjustments. Future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the distributions that may be required to maintain Simon's status as a REIT.
Distributions during 2017 aggregated $7.15 per unit. Distributions during 2016 aggregated $6.50 per unit. In January 2018, Simon’s Board of Directors declared a quarterly cash dividend of $1.95 per share. The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock.
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
None.
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