UNITED STATES
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): January 13, 2014
SIMON PROPERTY GROUP, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
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333-11491 |
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34-1755769 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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225 WEST WASHINGTON STREET |
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INDIANAPOLIS, INDIANA |
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46204 |
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(Address of principal executive offices) |
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(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 8.01 Other Events.
Simon Property Group, L.P. is filing as Exhibit 12.1 to this Current Report on Form 8-K a Statement Regarding Computation of Ratio of Earnings to Fixed Charges, which includes the calculation of its historical ratios of earnings to fixed charges for 2012, 2011, 2010, 2009 and 2008 and the nine months ended September 30, 2013 and 2012.
ITEM 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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Exhibit 12.1 |
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges |
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.
Date: January 13, 2014
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SIMON PROPERTY GROUP, L.P. | ||
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By: |
Simon Property Group, Inc., the sole General Partner | |
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By: |
/s/ Steven K. Broadwater |
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Steven K. Broadwater |
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Senior Vice President and |
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Chief Accounting Officer |
Exhibit 12.1
Simon Property Group, L.P. and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(in thousands)
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For the nine months ended |
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September 30, |
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For the year ended December 31, |
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2013 |
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2012 |
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2012 |
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2011 |
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2010 |
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2009 |
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2008 |
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Earnings: |
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Pre-tax income from continuing operations |
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$ |
1,132,230 |
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$ |
1,359,008 |
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$ |
1,735,512 |
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$ |
1,257,495 |
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$ |
757,845 |
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$ |
386,818 |
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$ |
608,701 |
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Add: |
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Distributions from unconsolidated entities |
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143,202 |
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114,508 |
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151,398 |
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112,977 |
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109,050 |
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105,318 |
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118,665 |
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Amortization of capitalized interest |
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3,815 |
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3,436 |
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4,535 |
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3,961 |
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3,085 |
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3,897 |
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4,494 |
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Fixed Charges |
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875,098 |
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863,357 |
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1,162,628 |
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1,003,093 |
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1,395,163 |
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1,015,437 |
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1,004,100 |
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Less: |
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Income from unconsolidated entities |
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(158,663 |
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(96,613 |
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(122,662 |
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(255,058 |
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(88,057 |
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(32,617 |
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(32,246 |
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Minority interest in pre-tax (income) loss of subsidiaries that have not incurred fixed charges |
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(811 |
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(1,271 |
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(1,286 |
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(1,249 |
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(1,066 |
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3,993 |
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(1,636 |
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Interest capitalization |
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(13,905 |
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(17,633 |
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(21,145 |
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(5,815 |
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(3,715 |
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(14,502 |
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(27,847 |
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Earnings |
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$ |
1,980,966 |
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$ |
2,224,792 |
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$ |
2,908,980 |
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$ |
2,115,404 |
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$ |
2,172,305 |
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$ |
1,468,344 |
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$ |
1,674,231 |
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Fixed Charges: |
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Portion of rents representative of the interest factor |
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11,711 |
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10,192 |
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14,458 |
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13,752 |
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13,669 |
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8,870 |
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8,783 |
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Interest on indebtedness |
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849,482 |
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835,532 |
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1,127,025 |
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983,526 |
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1,027,091 |
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992,065 |
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947,140 |
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Interest capitalized |
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13,905 |
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17,633 |
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21,145 |
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5,815 |
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3,715 |
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14,502 |
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27,847 |
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Loss on extinguishment of debt |
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— |
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— |
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— |
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— |
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350,688 |
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— |
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20,330 |
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Fixed Charges |
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$ |
875,098 |
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$ |
863,357 |
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$ |
1,162,628 |
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$ |
1,003,093 |
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$ |
1,395,163 |
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$ |
1,015,437 |
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$ |
1,004,100 |
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Ratio of Earnings to Fixed Charges |
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2.26x |
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2.58x |
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2.50x |
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2.11x |
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1.56x |
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1.45x |
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1.67x |
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For purposes of calculating the ratio of earnings to fixed charges, the term “earnings” is the amount resulting from adding (a) pre-tax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiaries or income or loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest and (d) distributed income of equity investees, reduced by (a) interest capitalized and (b) the noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges. “Fixed charges” consist of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness and (c) an estimate of the interest within rental expense.
There are generally no restrictions on our ability to receive distributions from our joint ventures where no preference in favor of the other owners of the joint venture exists.
Ratio calculations for years prior to the year ended December 31, 2012 have been revised to conform to the most recent presentation.