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Earnings Call: Q4 2012

Feb 4, 2013

Speaker 1

Good day, ladies and gentlemen, and welcome to the 4th Quarter 2012 Simon Property Group Earnings Conference Call. My name is Sean Talay, and I will be your facilitator for today's call. At this time, all participants are in listen only mode. We will conduct a question and answer session towards the end of this conference. As a reminder, this conference is being recorded for replay purposes.

I would now like to turn the call over to your host for today, Ms. Shelley Doran, Vice President of Investor Relations. Please proceed.

Speaker 2

Good morning, and welcome to Simon Property Group's 4th quarter 2012 earnings conference call. Please be aware that statements made during this call may be deemed forward looking statements and actual results may differ materially from those indicated by forward looking statements due to a variety of risks, uncertainties and other factors. Please refer to our filings with the SEC for a detailed discussion. Acknowledging the fact that this call may be webcast for some time to come, we believe it's important to note that our call includes time sensitive information that may be accurate only as of today's date, February 4, 2013. Reconciliations of non GAAP financial measures to the most directly comparable GAAP measures are included within the earnings release or the company's supplemental information package that was included in this morning's Form 8 ks.

This package is available on the Simon website in the Investors section. Participating in today's call will be David Simon, Chairman and Chief Executive Officer Rick Sokoloff, President and Chief Operating Officer and Steve Stearitz, Chief Financial Officer. I will now turn the call over to Mr. Simon.

Speaker 3

Good morning. Our results for the quarter were very strong. FFO was $2.29 per share, up 19.9% from the Q4 of 2011. Our FFO exceeded the first call consensus once again, this time by 0.12 dollars per share. For our malls and premium outlets, tenant sales were up $6.6 to $5.68 per square foot.

Occupancy was up 70 basis points to 95.3 percent. Base minimum rent per square foot increased by 3.4 percent and our re leasing spread was a positive 10.8% or $5.21 per square foot. For the year, our 2012 FFO was 2,008, $85,000,000 an increase of $446,000,000 from 2011. Growth in FFO per share was an exceptional 15.8 percent to $7.98 per share. And we did achieve such growth through a number of ways.

First of all, our comp property NOI growth in our mall and premium outlet platform was 4.8% per year. We completed several acquisitions in 2012, which were done throughout the year. So we'll see more of their accretion into 2013 beyond, but those include mills, Klepierre, our investment Silver Sands, Grand Prairie, Livermore. We also successfully reopened Opry Mills in Nashville, Tennessee and we opened new upscale premium outlet center in Meramec, New Hampshire and our Texas City, Texas deal with our partner in with Steve Tanger. Now our significant redevelopment pipeline is also bearing fruit.

Again, not much benefit in 12 for these things, but we expect to see additional earnings accretion for 2013, 2014, but they include King of Prussia, Fashion Mall at Keystone Pheasant Lane, Ontario Mills, Sawgrass Mills and Southridge Mall. Again, investments made throughout 2012 and opening at the end of 2012. We continue to demonstrate our balance sheet leadership. December, we did a bond offering of $500,000,000 of 10 year notes at 2.75 interest rate $750,000,000 of 5 year notes at 1.5%, the lowest coupons ever printed by a REIT. 2012, we issued a total of $3,000,000,000 in senior unsecured notes at a weighted average interest rate of 2.81% and a weighted average term of 11.6 years.

Now, we also were very active in the secured debt markets. We closed or locked rates on 30 new mortgages totaling $3,700,000,000 of which our share is $2,300,000,000 The average interest rate on those loans is 3.88 percent with a weighted average term of 8 years. Me turn to the dividend. Common stock dividend increased 17.1% in 2012 to a total of $4.10 per share for the year as compared to $3.50 paid in 2011. This morning, we announced the 6th consecutive quarterly increase in our dividend from $1.10 to $1.15 per share.

Our stockholder total stockholder return in $12 was 26%. We've outperformed the RMS and the S and P for the 11th time in the past 12 years. Our compound annual return for the last decade was 21.4 percent and since our IPO in December of 1993 was 17.2%. Transactions in December Q4, we created a venture with CalPERS and Miller Capital Advisory to jointly own the shots at Mission Viejo and Woodfield Mall, 2 of the best 100 malls in the U. S.

Prior to the transaction, as you know, we owned 100 percent of Mission and CalPERS own 100 percent of Mission and 50% of Woodfield and we lease and manage both assets. We have a very strong relationship with CalPERS and Miller and we're excited to partner with them in Woodfield where we think we'll have a good ability to increase that cash flow. Now let me talk about the Paragon deal. We completed the acquisition of the remaining interest in these 2 newly developed centers. These centers have been rebranded as Livermore Premium Outlets and Grand Prairie Premium Outlets.

They serve the Greater San Francisco and Dallas Fort Worth areas respectively. Both are 100 percent leased. Traffic and sales continue to meet or exceed expectations. And with each center creating excellent reputation in their respective trade areas. Now, our new development and redevelopment pipeline continues to move forward aggressively.

We invested nearly $900,000,000 in projects during 2012 and expect our share of capital spend in 2013 to be over $1,000,000,000 We have 5 premium outlets under construction all scheduled open in 2012. 2 are in the U. S. Chandler, Arizona, a suburb of Phoenix and Chesterfield, Missouri, a suburb of St. Louis 1 in Japan, 1 in Canada, which is a suburb of Toronto And our 5th is in Busan, Korea, which will be our 3rd outlet center in Korea.

We plan to start construction in the second quarter of a new upscale outlet center in Montreal. This will be our 2nd premium outlet center in Canada. It will comprise approximately 390,000 square feet and is expected to open Q3 of 2014. And construction is also underway at 24 redevelopment expansion projects throughout our U. S.

Portfolio and at 2 premium outlets in Asia. All will open in 2013 2014. Several are very significant in size and scope, including expansions at Seattle Premium Outlets, Small Whitman Shops, Sawgrass Mills and the redevelopment of an former enclosed mall into an open air center at The Shops in Annuette in Nyack, New York. Klepierre reported last Thursday total rents for the year were up 4% on a current basis and 2.3% on a like for like basis. 2012, they completed asset sales totaling €700,000,000 reduced their LTV by 200 basis points, continue to perform ahead of our expectations as we continue to refine the strategy for the company.

In conclusion, I am and we are very pleased with our 2012 accomplishments and results. We reported record FFO per share of $7.98 per share. That is $0.71 higher than consensus at the beginning of 2012, dollars 0.73 higher than the midpoint of our initial guidance range, dollars 1.53 dollars or 23.7 percent than our high than our great than our pre great recession high FFO reported in 2,008 of $6.45 We paid a record dividends of $4.10 per share. And with our recent increase in dividend this quarter, we're on track to pay at least 4 $0.60 per share in $0.13 This is $1 higher or 27.8 percent higher than the dividends paid in 2,008 at the Great Recession high. We look forward to another strong year in 2013.

And based upon our core business, FFO guidance for 2013 is in a range of 8 point $4.0 to $8.50 per share. The midpoint of this range is $2 higher than our record FFO per share prior to the Great Recession or 30 1 roughly a 31% increase. With that, operator, we're ready for questions.

Speaker 1

Your first question comes from the line of Christy McElroy of UBS. Please proceed.

Speaker 4

Hi, good morning everyone. I'm on the line with Ross as well. I was wondering if you could comment on the changing importance of outlets for retailers and the differences in retailers' profitability across different platforms, especially in light of Mickey Drexler's comments at a forum a few weeks ago that the increasing importance of outlet sales versus full price to the bottom line isn't very widely discussed?

Speaker 3

Well, I don't think it's I don't think anything's really changed all that significantly. Over the years, it's been a very profitable distribution channel for the retailers. I expect it to continue. There are more retailers coming into this sector because of the fact that it is profitable for a number of retailers. I also think what we've done that is Simon has increased the scale, the design elements, the layout for the outlet industry in total.

We brought it to the front door as opposed to the back door in retailers. We brought new tenants in. And I think we've had an absolute direct impact on bringing new retailers into that sector and helping it take it out of the or less out of the more in the mainstream. Mickey, I love Mickey. Mickey makes lots of comments on those things, some of which have been directed at me in good fun.

But the fact of the matter is it's a profitable business. We've had a lot to do with taking it out of kind of the back door and the front door. We've had a lot to do with the design and enhancing the look and feel of the product and also moving the product in better locations and bringing more tenants into it.

Speaker 5

David, it's Ross Nussbaum. I had an off topic question, which pertains to your presence as the largest REIT in the industry and whether you had any thoughts on the increasing number of C Corps that are converting the REITs and or restructuring into OpCoPropcos? And what kind of implications you think this trend has on the REIT industry overall?

Speaker 3

Well, that's a good question. I mean, I am starting to get a little bit concerned, maybe too strong a word, but I am getting a little bit concerned that the basic fundamentals of why OpCoPropCo. I think the OpCoPropCo is not work. It's a financing vehicle. I'm sure the investors are sophisticated to know which ones are primarily used for that vehicle.

And so I'm getting a little bit concerned. I haven't had a chance. I've been too busy, frankly, to talk to NAREIT about what their whole view on this is. But the basic fundamentals of real estate investing with the seasoned management team with quality real estate that can invest and grow their business is there. It's stronger than ever.

The returns, the cash flow, dividend increase for a number of companies has been remarkable in terms of the face of capital coming and going in the industry. The history of results for our industry has been phenomenal. I'm proud of our industry. I do think that if we get a little bit if it turns into a financing vehicle, I don't think it will have a taint on the existing successful companies like ours. But I do think there should be a caution thrown to the wind with some of those.

Speaker 5

Appreciate the thoughts. Thanks. Sure.

Speaker 1

Your next question comes from the line of Steve Sakwa of IFI Group. Please proceed.

Speaker 6

Thanks. Good morning. David, I know you tend not to provide same store NOI growth figures, but I was just wondering if you could sort of talk about what you did in 2012 successfully and maybe what may not repeat? Or are there some items that may be headwinds this year that we should be thinking about so that 4.8 repeat? And I'll start there.

Speaker 3

Well, look 4.8 percent is an unbelievable execution. And let me just say this. I've read some of this commentary on our Q4. I mean, I find it humorous because we look at it we look at our comp NOI on a year basis, not on a quarterly basis. And the important number is 4.8%.

If you also go back last quarter last quarter in 2011, we had a 4.5% increase yet our quarterly our annual 2011 was 3.5%. So occasionally quarter is going to have a little extra performance either over performance or under performance or right out performance. But my goodness focus on the year. The year was 4.8%. The other thing to focus on is that our comp NOI is what is it Steve 99%?

Speaker 7

Yes. It's $4,050,000,000

Speaker 3

So it's $4,050,000,000 if you didn't hear that. 99% of our portfolio. We don't play games with it. It's in our 8 ks. It's right there.

So I felt like I had to mention that because I've seen some analysts' comments on that. But put that as aside, look, in our plan for next year is not to achieve the 4.8%. I mean that was a for the outlets in the mall business that was an extraordinary year. It's not doable frankly. Maybe we can execute that, but we like to be conservative and thoughtful.

That's in our guidance. We certainly want to hit our numbers that we produce. We have an unbelievable track record of producing that. Rivals any public company in the country. And so we'll see.

There's always headwinds in our business tenants coming, tenants going, bankruptcies, what the guys are doing in Washington are not executing the way we want. It's never perfect. It's never as good as we want it to be and never as bad as you think it's going to be. But in the meantime, we're $2 over our 2,008 number per share. Our dividend is $1 higher and growing.

We're doing lots of redevelopment and new development. So you know what, I think we'll just do fine.

Speaker 6

Okay. I guess we're coming up kind of on the year anniversary of the Klepierre investment. And I know you've been a bit reticent to talk about at least some of the operational changes or impact that you might be having on the company? Is it still too early to talk about those? Or can you share some of your thoughts with us on that?

Speaker 8

Well,

Speaker 3

the Steve operations take time to manifest itself. And but we in conjunction with the management and the Board, we don't run the company first of all. But in conjunction with the management and the Board and as Chairman, I mean, we give a lot of strategic advice. So what have we done? We've done asset sales to increase the financial performance to decrease the LTV and increase the financial firepower.

We have €2,000,000,000 of liquidity. We've rebranded the company from 2 brands to 1 brand in Seg to Klepierre where we've decided to get out of the office business to focus entirely on retail real estate. They did a great job of executing 3 terrific new developments in Sweden and France that if you had a chance to visit, we'd you'd feel very proud of. We brought in a new COO that used to work for us at Simon Iovineau and worked at Unibail. The company is rejuvenated in terms of marketing it's been a good investment.

It will be I think a better investment. It has an element of risk. But the fact that they produce comp NOI growth with all the negative said about Europe is pretty damn good work. And we're proud of our association. We're proud of our investment.

We're making big and good progress there that will again take time operationally. But we're also we brought are buying in claim years. There are other publicly traded vehicle and we'll end up monetizing those assets over time. So I think there's been a tremendous amount of work. I'm surprised you don't see that.

Speaker 6

No. I was just trying to figure out if you thought that there were real sort of synergies on the leasing side or things that would maybe accelerate some of that growth. But let me just last question. Can you just talk sort of about Brazil and China? I know you've kind of been dipping your toe to those two markets and you didn't really mention them.

So I'm just curious kind of what your thoughts are as we sit here today?

Speaker 3

Yes. Turning to China, we continue to underwrite a couple of premium outlet deals. I continue to be very cautious about China to build anything and including outlets. So there's really nothing new to say there other than it's taking longer to find the right deal to do, which is fine with me. We have plenty to do.

I think the returns, the trying to get to the numbers, understanding tenant demand, understanding what's a great site, the ability to build expeditiously is very complicated in China. And we have on ground experience. As you know, that wasn't a great experience for us. But nevertheless, we continue to see whether or not there's an outlet opportunity there, but it's slow going. And fact of the matter is that's fine with us.

In Brazil, we continue to work with BR Malls on one project. It's going through the permitting process there. It's taking some time. Assuming we get the permits, we would still have an interest in doing that. There's no certainty that that will be accomplished, but the site's been identified.

And we think we feel good about it if in fact we get the right to build stuff satisfied. And there's also a couple of others that we're looking at. But both of these markets are complicated. Both of these markets warrant a high level of due diligence, a high level of thoughtfulness. And we're exhibiting that by not just willy nilly plowing capital in there, but really waiting for the right opportunity that can justify the risk and make sure the returns are there, which Steve frankly is questionable on some of the ones that we've looked at and turned at.

Speaker 6

Okay. Thanks. That's all I have.

Speaker 9

Thank you.

Speaker 1

Your next question comes from the line of Alexander Goldberg of Sandler O'Neill. Please proceed.

Speaker 10

Morning. David, maybe we'll give you a rest and ask Steve a question to start off. Steve, you guys obviously just did some recent debt financing. One of those was a 5 year issuance. And just looking at how the tenure is backed up, in 2019, it's a little bit light.

But given how the tenure is backed up, if you guys were going to go to the market again, would you just issue 10 and maybe another 30 year? Or would you still look to sort of fill in some of the near term?

Speaker 7

Alex, it's a good question. It's really a couple of things. We've been really focused in this period of historically low interest rates in extending duration wherever we can. And in fact, if you look at the 8 ks, for a portfolio that's $28,000,000,000 of debt, we moved the needle and extended duration by almost half a year and lowered our average borrowing cost by 23 basis points. So, our primary focus is locking in rates and extending duration wherever we can.

The December offering happened to be a specific interest or situation where we had a hole in our maturity schedule that was shorter term and the 5 year demand was so good that we issued shorter paper. But the focus is going to be primarily on longer duration stuff.

Speaker 10

Okay. And then the second question is, just going to the Paragon, I mean, obviously, you guys have your own outlet program, but you've already done a few deals now with the Paragon guys. Is there sort of a relationship there where as they source deals, they know they sort of have an exit if a deal fits a certain criteria they know they can sell it to you? Or they were those 2 just sort of one offs?

Speaker 3

Well, first of all, those deals, we were originally in as a partner in the deal during the development phase or construction phase. So I don't know if you know that, but that's the first point. But yes, we have a very good relationship with Paragon. I mean, there's no exclusivity on their behalf, on our behalf. We're talking to them on a couple of other deals.

David Lichtenstein is a shareholder in the company. We've as part of the Prime transaction. So, there's a good relationship. We continue to talk about new stuff. And but there's no requirement or exclusivity on either side.

Speaker 10

But as they're talking to tenants about pre leasing, can they talk about I mean, obviously, they do talk about the relationship and the fact that, Simon, the Premium Outlet brand may be the one ending up managing these. I would imagine that that would be helpful as they're trying to pre lease. Can they say that or not the case?

Speaker 3

It's really it's a deal by deal basis and it's really not the case necessarily. If we do something at the outset that's a fifty-fifty partnership and we're both leasing it, that's certainly the case. But Livermore and Grand Prairie, we did we were not involved in leasing or managing. We had nothing to do with it. They did an unbelievable job their own.

And when we got involved, it was essentially pre let. If there's a couple of ground up things that we come in at the beginning, We may lease jointly. But in Grand Prairie and Livermore, they did all the work themselves. Okay. Thank you.

Thank you.

Speaker 1

Your next question comes from the line of Paul Morgan of Morgan Stanley. Please proceed.

Speaker 5

Hi, good morning. How are you? Good. Thanks. On the just on the core a little bit, your occupancy at 95 point 3%.

I mean, at what point are you getting I mean, it's a little bit different than what you reported pre recession because of the outlets. But I mean, at what point are you getting where you think you're at a frictional minimum in terms of vacancy? And kind of what does that mean then for if so, what does that mean for your ability to push rents a little bit harder?

Speaker 3

Well, I'll just say this. In our plan for 2013, we do have an increase in occupancy for the portfolio. Well, it obviously is getting more challenging than it has as we've increased the occupancy. But we're also focused on improving the mix. And we have some deals that are shorter term and we're trying to clean those out and go longer term.

So there's a hell of a lot to do, and we're bound to get certain stores back because of either bankruptcy and or the tenant is shrinking its store or fleet because of their own issues. But we do have a plan to increase our occupancy this year. But as important and more importantly is improving the mix and lengthening some of the shorter term leases into full 7, 8 year leases as opposed to 1, 2 or 3 year deals.

Speaker 9

So I mean, if I think about

Speaker 5

it in terms of lease spreads, your numbers have been around 10% for

Speaker 9

a while. Is there any reason

Speaker 5

to think they might change this year?

Speaker 3

No. In terms of our spread, no. No. Okay. We should be able to I mean, look, we're subject to as unfortunate as it might be, we're subject to the U.

S. Economy. I wish we could figure out the model where we weren't, but we are. So I mean based on what we know today, I would think that we'd be able to achieve those kind of rental spreads.

Speaker 5

Okay, great. And then just on the dividend, I mean is there any for 13 the dividend policy you're going to keep doing what you've been doing over the past in terms of the quarterly adjustment?

Speaker 3

Well, we're getting it's safe to say we're getting closer to our taxable income. So I think the growth rate will at 460%, we're getting much closer to our taxable income. And we'll have to see how that manages itself this year. But we'll be paying as I said at least $460,000,000 but we'll have to assess it every quarter. But we are getting closer to our taxable income.

Speaker 5

Okay. Great. And then just last question on Woodfield. I mean any as you look at it now, anything that you think could be done there interesting in the near term? Or is it just more of a longer term?

Speaker 11

Hi, Plessis, this is Rick. We are all over Woodfield and frankly we think there are a number of things we can do in both the operating expense category, the marketing category. It is a massive property. It's over 2 point 2,000,000 square feet almost 890,000 feet of center section. So we've 90,000 feet of center section.

So we've got a lot of flexibility in how we can deal with that space to maximize the NOI and bring in different users and create incremental uses and drive the NOI there by making more efficient use of the existing space. David Kontes and his team has been up there a number of times and they're very focused on what we can do. And I think you'll be seeing a number of things implemented over the next few months. Great. Thanks.

Thank you.

Speaker 1

Your next question comes from the line of Cedric Lechamps of Green Street Advisors. Please proceed.

Speaker 12

Thanks. Just to start the topic of Woodfield, what led you to JV Mission Viejo with CalPERS? Was it in terms of accessing the deal for Woodfield? Or did you want to reduce your exposure to Southern California somewhat?

Speaker 3

No, Cedric. Actually, they have had Miller and CalPERS as partners and there are our partners have had a tremendous business in investing in top quality regional malls. So they didn't want to reduce their overall exposure. And so it was one of those things where we talked about one other mall that was not in California. We really said here are 2 malls that would meet their criteria.

We obviously have a lot more, but we would just narrowed it down to 2. And we did that. In addition and Steve was intimately involved. In addition, they actually wanted California exposure. That's correct.

So that's why they between the two that we discussed, they chose Mission because they did want to increase their California exposure.

Speaker 12

Okay. And are you able to share the cap rates that were used to value each property?

Speaker 3

They were exactly the same. So in other words, dollars 1 of cash flow from Woodfield was valued at the same value as a dollar of cash flow from Mission.

Speaker 12

Okay. Just going back to the short term deals or short term tenants question from earlier. Do you need to find new tenants? And if so, what's Do you need to find new tenants? And if so, what kind of retailers are primarily growing in those spaces?

Speaker 11

Well, 1, if you keep track, we made substantial progress in the last quarter in reducing the amount of the specialty leasing agreements we have in excess of the 12 months. The what we're doing is we're bringing in a number of new tenants. And for the most part, we're taking that space and incorporating it into existing spaces to create appropriate rooms. And I'm not going to give you the usual litany of new tenants that are coming into the mall space that David always joked to me about, but we do have a number of tenants that are looking for larger footprints. And 3 that are particularly relevant H and M, Zara and Uniqlo are looking to have footprints that are in the 20,000 to 25,000 foot range and that requires significant reconfigurations of existing space and pretty unique property solutions to satisfy those needs and we want to do so because they're great retailers.

And that's one of the real sources of incremental demand.

Speaker 12

Okay. And then final question perhaps going back to the outlet business a little bit. What's the appetite on the part of potential institutional joint venture partners to take positions in some of the outlet properties?

Speaker 13

Well,

Speaker 3

we like owning generally 100% of an asset. So we've never really pursued it, but it would be the Woodfield mission is a great example of how we think about joint venturing. If it's a new opportunity that we couldn't otherwise access, it's great to partner with a highly respected group like Miller and CalPERS. But for us to bring in a JV partner in any of our outlet business, First of all, we just don't see there's a lot of growth in that business. And we don't it's not like we can't access capital if we need it.

We've got obviously a significant amount of retained earnings and cash flow that we plow back into the business to accelerate our growth as evidenced by our growth over the last 2 or 3 years. But there's no doubt in my mind that if in fact we desire that the institutional investors would certainly have a high degree of interest. We get solicited all the time and we kind of just pooh pooh it. Ann Mills is a great example where we decided to go ahead and buy that deal as opposed to bring in another highly thought of institutional investors because we thought there was still significant growth there, and we wanted to own 100% of the assets that we ended up buying. Great.

Thank you. Sure.

Speaker 1

Your next question comes from the line of David Harris of Imperial Capital. Please proceed.

Speaker 13

Hey, good morning. Could I just extend that question on CalPERS JV? We've talked about this in the past about Simon's ability to generate higher returns out of assets and perhaps properties that come from other ownerships. Is this going to be an example you might be able to look to David?

Speaker 3

I think so. There I will say this, there is a significant demand David from institutional highly capitalized, highly thoughtful, highly experienced, big time institutional investors including Sovereign Wealth Funds to invest in retail real estate. And I just had a recent meeting that and that's worldwide. It's not just U. S.

There's a high demand to invest in Europe. There's a high demand to find opportunities in Asia, where we can certainly parlay that interest in our corporate success into creating new opportunities for the company.

Speaker 13

Okay. Can I stay broad for a minute? Japan seems to have adopted a leaf out of the Bernanke book on currency debasement. It looks like we're looking at substantial reduction in the yen dollar rate. Yes.

You have fairly substantial high net asset exposure with minimal Japanese yen. I'm just wondering how you're thinking about that whether it might represent an opportunity for a dollar buyer and also whether you might be thinking of putting some more hedge in place on your existing assets?

Speaker 3

Well, we're currently under hedged in terms of our the value that we have. And we do have a hedge of roughly $250,000,000 $250,000,000 $250,000,000 roughly. Yes. So we do have a hedge, but our asset value is much greater than that. And we also hedge we get cash flow repatriated through our management and development fees, advisory fees that we do hedge and we've hedged those over a long period of time.

But what we don't hedge though is the cash flow that's generated from the business because it's harder to hedge given a lot of that capital goes back into the business grow either to build in something new or expand. It's something we're seriously thinking about. We are under hedged. We do we will suffer a little bit this year a couple of cents if the yen stays higher than where it is given our plan. But I think it's I'd say we'll develop a plan here over the next month or so, but it is something we're very focused on.

Speaker 13

Obviously, as the company gets bigger and it gets higher exposure to international, I mean, you're going to have to lead the way in the sector in terms of your sophistication around this. Yes. I There are some other leading companies that fall a long way short of what's needed here. Can I just another point of detail on page 14 of the 8 ks, your international NOI is listed at 6.3%? That's inclusive of the Klepierre I'm assuming?

Speaker 7

Yes, David. This is Steve. It does include our share of the Klepierre NOI from the date of the investment on.

Speaker 13

Great. Terrific. That's all for me.

Speaker 3

Okay. Thank you, David.

Speaker 1

Your next question comes from the line of Clinton Veley of Citigroup. Please proceed.

Speaker 14

Hey, good morning.

Speaker 15

Good morning.

Speaker 14

Maybe just a first question for Rick. Just in terms of leasing in 2013 and some of the, I guess, opportunities, what sort of the incremental leasing opportunities to push occupancy up above 95% this year that you're looking at?

Speaker 11

Well, David touched on I think the most important one, which is what we're doing is spending a great deal of time making more efficient use of the space that we have by trying to downsize underproductive tenants. And that is a way to generate a lot more NOI out of the existing space. But the other opportunities as I mentioned the 3 significant international users are all fairly aggressively looking for space now and that is a major source of demand in the properties. And we've got a number of other tenants that are having brand extensions and new international tenants that are seeking space. So it's a matter really of coming up with ways to create space that will be appropriate for their needs.

And for the most part at this occupancy level, it involves downsizing existing underproductive tenants or trying to create incremental space. And a great example of that is Walt Whitman where we are literally adding significant square footage across the entire front of the property by expanding it and that's enabling us to bring in a significant number of new impact retailers.

Speaker 14

Great. And I guess that feeds into the second question I had just in terms of the development pipeline in the U. S, which is about $1,000,000,000 if you include all the reanchoring that you're doing. Could you maybe just talk about what the shadow pipeline is if you were to look forward over the next sort of 3 or 4 years? What's the kind of volume of capital you're looking at putting back into the U.

S? And how are you thinking about returns and construction costs and some of the trends in that development pipeline?

Speaker 11

Well, we have said previously and we think this is going to be the case that we can foresee spending at pretty much that same $1,000,000,000 rate over the next couple of years. And that's a combination of the announced projects that are already underway. We're working on some new premium outlet deals. We're working on several significant redevelopment opportunities in the mall portfolio that David has talked about in the past. We've announced Nordstrom at Del Amo, Bloomingdale's at Stanford.

And we still have a significant pipeline of opportunities in this portfolio that's going to enable us to deploy that level of capital at our historic returns.

Speaker 3

If you were to use the and the euros actually do a pretty good job in terms of how they look at their pipeline. But I'd say our controlled pipeline is at least $5,000,000,000 as Rick mentioned between the redevelopments, the field Rosevelt fields included in that fields in the Copley's and the Delamos of the world and including the new development. So I'd say our control type is around 5,000,000,000 and that's over a 3, 4 year period of time. And that will give you a sense. I mean projects come in and projects go out, but that's kind of the order of magnitude that we see.

Speaker 16

David, it's Michael Bilerman speaking. Just had a question on Klepierre. Given the fact that this is the 10 year anniversary of the tax, there certainly is an element that at some point perhaps you can take this thing private over the course of this year or next. I guess where do you sort of stand in terms of the desire to sort of increase your ownership? What is your relationship with BNP Paribas and their desire to sell a stake?

And sort of how are your thoughts evolving on that?

Speaker 3

Well, those are very simple straightforward questions that I'm really not going to answer. Other than I will say this, we have an excellent relationship with BNP. They've been very supportive from the get go once we got the deal negotiated. And they make valuable contributions at the supervisory board level. But the rest, Michael, I'm really not going to comment on.

We are pleased with our investment. It's going to take time. But I still think there's a unique opportunity here to turn Klepierre into a really premier retail real estate company in Continental Europe. It's going to take time. I'm very patient on this reasonably I should say put in quotation marks.

I hope the market here is reasonably patient. But the fact of the matter is for the last shoot the deal closed in late March early April. I mean we've done a lot of good stuff in a very short period of time, getting the company rejuvenated toward what we think is the allows them again subject to a lot more improvement, but at least gives them the path toward preeminence in Continental European Retail Real Estate.

Speaker 16

And then you had mentioned Copley, which I don't think yet is in the 8 ks in terms of schedule. I guess when are you thinking about breaking ground? And are you thinking rental or condo? And I guess both would have a difference in terms of capital deployment or net capital invested at the end of the day?

Speaker 3

Yes. The vast we're still designing the building and we may need because of that design, we may need to go back through some administrative approvals that we don't think will be a big deal. But the idea that we're circling right now is to do mostly rentals, though there will be some condo element to it. And so you'd have essentially a hybrid building.

Speaker 16

Okay. And then just last question just Sears and J. C. Penney. Obviously, you had some changes at Sears at the helm this quarter.

I'm just curious how you sort of think about how that evolves? And then in terms of the JCPenney sort of rebranded stores and any within your portfolio? Penney sort of rebranded stores and any within your portfolio about I guess how you're sort of viewing those performing relative to the others within the portfolio?

Speaker 3

Well, Sears, I really can't comment all that much on the management changes. I don't sense it's a huge deal there. So I'm not I don't think that's any major move on their front. And Penny, I like the new stores. Rick and I have visited the new complete prototype, but we've also seen some of the new shops within the shops at some of our malls.

We don't have all the data yet. I'm really not in a position to comment on how successful it is. They are. I like what I see and they're making progress. But the financial implications of that change is really best left for them to describe.

And I assume they're coming out with their earnings here shortly I would imagine. So, we'll look forward to hearing more in terms of the progress. But just from a mall owners' point of view, rejuvenating that brand, Penny that is, is welcome. And we're working with them to be supportive of their efforts in rejuvenating the brand. Okay.

Speaker 16

Thank you.

Speaker 3

Sure.

Speaker 1

Your next question comes from the line of Jeff Donnelly of Wells Fargo. Please proceed.

Speaker 15

Good morning, folks. I think this one is for Rick on leasing spreads. I'm curious about market rents in particular because if I look at your I guess it's the closing rate on leases, it's been moving lower over the last year, but the opening rate has been relatively flattish. Can you speak to the trends in market rents here in

Speaker 10

the U. S? Because I'm wondering if the growth has been obscured a

Speaker 15

little bit maybe by a mix issue in the leases that you're signing?

Speaker 11

Well, frankly, we continue to see our average base rent go up quarter over quarter and it has been consistently. So I would tell you that we still have pricing power. If you look at our occupancy cost percentage, it's still relatively low. We have significant demand and we're able to continue to grow, I think to grow those rents.

Speaker 3

I think you really got to look at the spread and that's the more driving. I mean, mix always is moving around what's expiring, what's coming up. But if you look at kind of what the expiration schedule is and the incoming rents, I mean, you'll see the spread is there to be had if we execute.

Speaker 15

I guess in that regard, when I kind of think about the spreads down the road, I mean, specific to anchor expirations, I think in 2014 the expiring anchor rent is sort of north of $5 in most recent years it's been sort of between 24. Is that something that leads you to think that leasing spreads could decelerate a little bit in 2014? Or is that something unique there?

Speaker 3

The anchors invariably have options. So I wouldn't that really has very little in driving our income.

Speaker 15

Okay. And then a question, David, I guess, for you maybe on asset pricing because a few of your competitors have put out portfolios of malls in the market that are generally kind of in the $300 a square foot range for sales productivity. What's your sense of where assets like those are pricing today in this capital market given your experience with recent mall sales?

Speaker 3

Well, I mean, it's really better left for them to explain what their pricing expectations are. The latest data that we have seen is what Westfield sold to Starwood. There's not much new beyond that. But I will tell you that some of the assets that are being sold, I find very aggressive pricing. I mean there was this auction in Kansas City, kind of a really not sure what it is.

It used to be a lifestyle center, turned outlet, turned to just a place where line center, but just a place where it's big. So you lease it to whomever you can lease it to. That pricing was pretty aggressive. So I mean, I'm really it's really they're really better in a position to tell you what they want to see from pricing than we are.

Speaker 17

Okay. And just one last question, I

Speaker 15

guess, on outlet development because I guess Christy touched on

Speaker 10

it earlier, but you are

Speaker 15

seeing outlet development activity kick up or at least certainly interest in it. Has it gotten to a point where you guys are seeing maybe pressure on development yields because retailers feel that they have more options for who they can align with?

Speaker 3

Well, I think that there's certainly going to be pressure on development yields for risky or ill conceived projects, But they always are, right? I mean that's the case in malls, outlet centers, power centers, lifestyle centers. The minute you have to beg a tenant to go into is the minute your yield goes down to unacceptable levels. I don't think it's going to change all that much for what we're trying to accomplish. I don't we're not going to get every deal.

We're not going to win every deal. But I think the stuff that we're looking to build, I feel very good that we'll continue to generate the returns that you've grown accustomed to. By the way, it takes a lot of work to generate those yields. But so I'm sure there's going to be some yields that are going to really be way too low because I mean the nature of the business is people push projects retailers sometimes don't pass up deals that are too good to be true. So as long as it's not our mistake, it doesn't matter to us.

It doesn't impact our business. And that's what you have to understand. I mean, too many people extrapolate while there's going to be 4 or 5 bad outlets, it's going to have some impact on you. It's going to have no impact on us, none. And there were 100 Bad Lifestyle deals.

It didn't really have an impact on us. We're $2 higher this year than we were in the great recession. That says a lot about the company's ability to withstand the whatever the trend is out there. So it's the yield compression is not an issue for SPG. It might be for others.

And so there'll be some bad deals done and we'll say, we knew it, we told you, but what can we say? What can we do? We just have to do what we do.

Speaker 15

Actually just a follow-up. You mentioned before that you prefer to own particularly your JV outlet developments 100 percent. But I'm curious because the return interest is very strong or interest is very strong from institutional investors out there. If there was an opportunity for you to raise capital from there, what sort of terms or return split or valuation would lead you to maybe rethink that and take on a partner?

Speaker 3

If somebody wanted to come at a 2 yield on Woodberry You're reasonable. I think Woodberry has got better risk free credit than the United States of America with growth potential. So, 1800 David, 2% yield at Woodbury, Maybe I'd do it. I don't even know if I would do that frankly. Rick, would you sell it at the 2%?

I don't know.

Speaker 11

A lot of growth.

Speaker 3

I don't know.

Speaker 15

You drive a hard bargain. Okay. That's it for me. Thank you.

Speaker 12

All right.

Speaker 1

Your next question comes from the line of Mike Mueller of JPMorgan. Please proceed.

Speaker 15

Yes. Hi. Quick question. If we're thinking about let me see, you got a comparable outlet in a comparable mall. Let's say they're doing good centers doing $600,000 $700 a foot.

Do you think there's a cap rate differential there number 1? And then if you lower it to say a $350 or $400 foot center, the same question is there a cap rate

Speaker 10

differential there? Cap rates

Speaker 15

are,

Speaker 3

specific that we'd have to know where the leases are, what the competitive marketplace is, where is this mall or outlet center. There's so many other variables than one just simple number. The most important point that I'd like to make is with respect to your question is that go back to our involvement in the outlet business. We David Blum and I did a joint venture in 1998 in the outlet business. We built Orlando and Las Vegas together.

Now, I was so stupid because I invested in some technology business that I had to show the market that I was maybe not great in technology, but pretty good in real estate that I we had $4,000,000 in Orlando and I sold it out to him a year after it was built for $40,000,000 which is 10x on a real estate deal in a year, which by the way is rivals any private equity deal done any venture capital deal. So I thought maybe at least the market would say, all right, so he screwed up in technology, but at least he knows what he's doing in real estate. We've been at it a long time. We've had a dramatic impact on this industry. We've brought it out of the back room into the front room.

We've brought new retailers into the business. We've redesigned it. We've brought it closer to marketplaces like what we did in Orlando and Vegas etcetera. So and because of all those efforts, at the end of the day, a great outlet is no different I think in the mind of the investor than a great mall. And I think you could say that a good outlet is probably not that much different than a good mall.

And you could take that thinking all the way from high to the end. At the end of the day, a bad outlet in a bad mall, who the hell knows? I can't comment on that. But so I just think it's they're pretty much comparable at the end of the day. And then it gets to the specific real estate questions like what's rent roll doing, what sales doing, how can you expand it and all that kind of stuff that go into specific real estate questions.

Now in addition, look we've been at it since 'ninety eight and then I think people said, you know what, it's not a bad business. Let's get in it.

Speaker 8

So I

Speaker 3

don't know. I don't know. But that's the only way I can answer your question.

Speaker 15

Okay. Do you think you're going to see

Speaker 3

the pace of asset sales pick

Speaker 15

up this year for some of the secondary market stuff you're looking at?

Speaker 3

My instinct is to say yes, but it's still hard work. But my instinct is to say yes. Okay. Okay, great. Thanks.

Thank you.

Speaker 1

Your next question comes from the line of Carol

Speaker 18

Good morning.

Speaker 3

Good morning.

Speaker 18

We saw you and Simon put together a great project in Houston. And then in October, you all same market, there's a high likelihood that you all would work together in the future? Same market, there's a high likelihood that you all would work together in

Speaker 2

the future? Or would you both try

Speaker 18

to build your own centers? Or how is that decision made?

Speaker 3

Well, look, I we have a very good relationship with Tanger. We have our 1 joint venture. We've got our 2 that are in predevelopment development phase, Columbus, Charlotte. I would find it unlikely that at the end of the day, we would both be building in the same markets at the same time. You can never say never, but I'd find it unlikely given our good track record that we have with the Tanger guys.

Now, look, we he just built in West Phoenix and we're building in South Phoenix. There's some overlap in the trade area, but they're really 2 separate distinct outlets. I know his was well leased at opening. Ours is going great. We opened, don't forget, April 4.

And but I would find it unlikely that we'd have a situation where we were both actually in 2 in one trade area where we're both building at the same time.

Speaker 18

Okay. Now we

Speaker 3

may be competing and finding out who's going to win, but I would find it unusual where we would both build at the same time.

Speaker 18

In the process of competition, do you think it's highly likely you all would join together or one would just on the vacant Nordstrom space at Circle Center Mall in Indianapolis, have you all had any luck retenanting that space? Or how are the discussions going there?

Speaker 3

Well, we have a very nominal just first of all, just so you know, we have a very nominal financial interest in it. But we're working I mean, the mall is doing reasonably well. We're working hard to re tenant it, but we don't have any tenant to announce right now.

Speaker 11

Okay. I would just make the comment that we've got 6.35 department stores and there are 6 vacant. So less than 1%. So, Frank.

Speaker 3

And that happens to be one of them. Yes, That's

Speaker 9

one of them. So thanks, Chris.

Speaker 18

So it sounds like you're in good shape. That's just one close to me. So I notice it when I

Speaker 3

shop. It's closer to us.

Speaker 18

Yes. About 2 hours for me. Thank you.

Speaker 3

Thank you.

Speaker 1

Your next question comes from the line of Rich Moore of RBC Capital When I look

Speaker 17

at sales trends in January, especially the second half of January, It seems like they've been slowing at least the research we do here. And I'm curious, have you seen January sales yet or have any indication, what sales trends that your properties might look like for January?

Speaker 3

We don't Rich, we don't get our January sales until November or I'm sorry, the month later. So we won't get them to the end of February. But anecdotally, I've heard actually very good stuff. And in fact, what was going on in Washington clearly had a reasonably down impact on the whole holiday season. Some of that picked up in January.

So I've actually heard the exact opposite of that. But I haven't talked to every retailer and I'm sure there will be some winners and losers. But generally, Rick and I were at NRF a couple of weeks ago, and we were hearing January was okay. So, I don't know where you're getting that. But actually, we heard the reverse.

But I'm not going to opine on that just because it's anecdotal.

Speaker 17

Yes. Mine as well David. Same thing. Okay, good. Thank you.

And then Steve looking at the credit loss provision, it was unusually high or at least certainly higher than it's been the last couple of years this quarter and I realize it's been pretty low. But anything special going on with credit losses or your thoughts on that?

Speaker 7

No, Rich. And in fact, I'd look at it more on an annual basis and not worry so much about an individual quarter, no different than the comment David made earlier about NOI. And if you look at it on an annual basis, it's still relatively below kind of historical norms for us as a percentage of revenue.

Speaker 17

Okay. So no reason to think that goes higher substantially in 2013?

Speaker 7

No, sir. In fact, I would tell you that the 12 percent actual is probably a pretty decent run rate for the entire year of 2013.

Speaker 17

Okay, got it. And then last thing guys on back to Paragon for just a second. It seems David that you get into projects like this maybe a bit later in the process. And hence if you did get into another one it might be well along the way. So it would deliver much quicker I guess is one way to think about it.

And I noticed they had one in the Twin Cities. I think they were working on. They probably have others. Are there any other ones that you're kind of looking at with them at this point?

Speaker 3

We're talking to them about 1 and perhaps 2 others. But look, they're as I said to you, they're competent developers. Each deal is going to be a little bit different. But the good news is we can't we given our own resources, we can't tackle every opportunity out there. We never have thought about our business that way.

And it's good to have a good relationship with Paragon just like it is with Tanger because at the end of the day partnering on some of these delivering good product to our retailers, making money for our shareholders is all in the same equation. So it's a good healthy relationship. And I would be disappointed if there weren't a couple more to do with both of them as we move forward.

Speaker 17

Okay, great. Thank you, guys. Thanks.

Speaker 1

Your next question comes from the line of Tayo Okusanya of Jefferies. Please proceed.

Speaker 8

Yes. Good afternoon. Just going back to 2013 guidance, I mean, you have provided a bit of a road map in regards to some of your underlying assumptions about where same store NOI is going, where you expect occupancy to go and maintaining leasing spreads. Any other kind of tidbits you could give us in regards to what's underlying your 2013 guidance?

Speaker 3

Well, look we go through we are a large company. We got $80,000,000,000 of assets. We're in Europe. We're in Japan, Korea. We're in the mall business, the outlet business.

So we've got development yields that we're trying to achieve redevelopment. So, so much goes into how we do it. The most important is that we're dedicated to producing the results that we tell the market. We've done it for 9, 10 years. I don't even know I lost track.

We used to put that in. But since no one cares, we decided to take it out. And you know what? That's the number. We just don't think it's all that critical.

Maybe we're wrong. We're happy to be we're happy to have our arm twisted to give you all the specific detail as to what we're trying to accomplish. Given our track record, You know we're trying to grow our comp NOI. You know we're trying to lower the cost of our debt. We're trying to do our development deals according to our plan that we've outlined in the 8 ks.

We're trying to increase our operating margins. We're trying to keep our overhead reasonably sane as the company gets bigger and bigger. You know all that and we're not going to change. We just don't think given our track record we need to give you each and every little detail. We're happy to get our arm twisted, yelled at, complained to Steve.

If we do. But yes, since we're such a big company. But it does include comp NOI growth. That's our number one priority. It will always be managing the overhead is critical.

There's some things out of our control interest rates, currency, execution by others that we've empowered. But you put it all in and we think it's reasonable guidance given our past history of performance.

Speaker 8

That's fair. I guess the only reason why I ask is it sounds like a lot of things are still going to be going well in 2013. Have a fair amount of acquisitions that hit late in 2012. You have all these redevelopment and development efforts coming online in 2013. I was just kind of curious is there any kind of number in there that weighs on 2013 earnings that we should be aware

Speaker 3

As a negative? Yes. Well, look we sold I mean we have some things that are negative. For instance, I'll give you 2 or 3 that pop in my mind. We sold our interest in Capital Shopping Centers.

We no longer get that dividend. That was dilutive because we essentially paid down debt. We sold we no longer we had some mortgages that we owned on the hope that maybe the owners were going to default. Those got paid off. So we our investment income is way We had a couple of land sales.

That's a lumpy business. So there's always those kind of things that are a little bit negative that we have to earn our way back.

Speaker 8

Okay. That's helpful.

Speaker 3

And Steve can shed more light. I mean those are 2 or 3 that jump

Speaker 8

to mind.

Speaker 3

We have higher now we don't have much floating rate debt, but we do put in a higher interest rate on the short term. So we have some exposure on that. So I mentioned the currency. We're already behind our budget in currency, but that didn't change our guidance. We'll figure out hopefully how to make that up in some way shape or fashion.

But that's hurting us with the yen. Those are some of the items that jump out.

Speaker 8

Okay. That's helpful. And then just a quick question on Grand Prairie and Livermore. With those assets being 100% occupied when you acquired them, how should we kind of think about growth within that portfolio? And where do you expect to get that from?

Speaker 3

Well, they were 100% leased prior to our 100% acquisition. And we like the real estate, so the growth will be there over time, but nothing imminent.

Speaker 8

Okay. I

Speaker 3

mean, there could be based upon overage rental, I should say. So sales is still a little bit unknown because there's still some Oak Ridge or percent rent deals with some of the anchors. So there may be growth because those projections may be less than what they produce. And then Livermore does have an expansion opportunity. So that's a couple of years away.

Speaker 8

Great. And then just one last specific question for Steve. Just ad expense during the quarter went up quite a bit. Just wondering why that was so? I'm sorry Tayo.

The advertising expense? Yes,

Speaker 16

expense.

Speaker 7

That would just be seasonal, but it nets out because most of that is reimbursed by the tenant.

Speaker 8

By the tenant. Okay. Great. That's all I wanted to know. Thank you very much.

Speaker 3

Thank you.

Speaker 1

Your next question comes from the line of Ben Yang of Evercore. Please proceed.

Speaker 9

Yeah. Hi. Thanks. Maybe David going back to the outlets, do you have any thoughts maybe longer term on existing outlets that get cut off by new development? Because when I look at my area in San Francisco, I would think the new Livermore outlet will probably siphon off some sales from Gilroy.

You look at what's happening in Ohio. It looks like Jeffersonville might get fewer shoppers from Columbus once the new outlets enter opened up in that market. Are you worried about this at all? And maybe did this back into your decision to sell Jeffersonville 2 years ago?

Speaker 3

Well, Jeffersonville was a requirement. So I think it's a fine asset. I think it's a different trade area than what the Columbus deals are. But yes, look, some of these may have some impact on some existing centers. I don't think there's enough to create an alarming concern.

And liver Gilroy is that's not an easy drive to go from there to Gilroy either way. As we get to Livermore essentially gets to the East and Gilroy gets to the South, May have some all the stuff that we have in the Napa area are pretty focused on that weekend consumer or whatever visitor tourist visitor. And so there could be some of that, but nothing that I've seen that's been overly dramatic.

Speaker 9

Okay. So too early to worry about that issue?

Speaker 3

Too early. But look, certain new deals are going to impact existing centers whether they're outlets or malls or that's just the nature of the business.

Speaker 8

Sure. Sure.

Speaker 9

And then you had talked about Kansas City Center earlier. And I was wondering if you could tell us what center that was and maybe what the cap rate was on that sale?

Speaker 3

I think it was our read of it was around a 6% cap rate.

Speaker 9

What was the asset exactly?

Speaker 11

It's go ahead. It was an Open Air project that had some community center, power center components, had some full price components, had a lot of food. It was surrounded by a number of attractions in Kansas City that made it a decent location. But as David said very big, We really analogized it to our mills product, because it could be all things to all people. But at that cap rate, it was a very significant valuation.

So unanchored 6 Cap, can you

Speaker 9

tell us what the name of that center was so that we can move to the company?

Speaker 11

It was called The Legends in Kansas City.

Speaker 9

Okay. Thanks.

Speaker 6

And then

Speaker 9

On the West side

Speaker 11

on the way to Topeka.

Speaker 9

Got it. Thank you. And then final question. David, you made some positive comments on Bmold in the past. And I wonder if you could maybe provide your updated thoughts on this tier of your property portfolio?

Speaker 3

Well, the demand I think is picking up in it. So I think it's a lot of elbow grease, but generally the demand is picking up in the B Mall category. Sales are actually okay. And I mean, one thing I love to look at is kind of sales year over year if we had any that had that decrease and we really didn't. So I think business there is steady in the way she goes.

Speaker 11

And when you look at our anchor additions, they're being added throughout the portfolio. I'm not going to categorize the BCA, but throughout the portfolio, we're adding a lot of anchors and that obviously only helps but increase market share.

Speaker 9

Fair. And then do you think there's any institutional interest in joint venturing something most currently maybe something that goes below 3.50 a foot something in that range?

Speaker 3

Well, there's a lot of there's a lot of the private equity money doing it. So indirectly that is institutional interest because all of their investors are institutional investors generally or some really rich people.

Speaker 9

What about the pension funds? Any pension funds that you think might want to take an interest in some of these demalls?

Speaker 3

I think that is more going to be done through the private equity guys. And I think there's going to be roll up strategies generated out of those guys. The yields are good. The business is more stable. There's more players coming into that.

So that's where the interest is. And I think you'll see more transactions in that whole category.

Speaker 9

Great. Thank you.

Speaker 3

Thank you.

Speaker 1

Your next question comes from the line of Michael Gorman of Cowen Group. Please proceed.

Speaker 16

Thanks. Good afternoon. Just a couple of quick housekeeping questions for Steve. Steve, in the past couple of years, there's been sort of a ramp up in the regional office costs from Q3 to Q4 that didn't really happen this year. I was just wondering why that was and is the Q4 still a good run rate for 2013?

Speaker 7

No. Mike, for 2013, I'd look at the annual number and not necessarily the quarter number. So that kind of 100 and $5,000,000 ish number in total is a good number. And then how it breaks out quarter to quarter can depend upon a lot of seasonal things like David mentioned with respect to the NOI. But I'd really focus on the annual number.

Speaker 16

Okay. And then just one more clarification. When I was looking at the 8 ks, there's a footnote that talks about land sale gains of just about $8,000,000 and that seems a little bit different from the breakout of $4,400,000 on the income statement. Is that just unconsolidated land sale gains that's the difference there or

Speaker 3

Yes. We had one that flowed through our JV. That's correct.

Speaker 5

Okay, great.

Speaker 11

Thank you. Thank you.

Speaker 3

We love when people read our financial statements.

Speaker 10

Thank you.

Speaker 3

Especially when management does it.

Speaker 1

Your next question comes from the line of Jeff Spector of Bank of America Merrill Lynch. Please proceed.

Speaker 16

Great. Thank you. And I'm here with Craig Schmidt. Just a few questions. I guess just thinking about, I guess 2012 clearly was just a great year for the company.

David, how are you feeling, I guess, the start of this year versus last year? And what's the message to the team, I guess, for this year?

Speaker 3

Thank you for mentioning that. We did have a really, really good year. And I'm frankly proud of the organization that on all fronts with financing, operations, leasing, Basically, there were really no we really executed well and I appreciate those comments. I appreciate you pointing those out, because we worked our ass off in 2012 to deliver that. And we had a lot of moving pieces as we always do and we did a lot of deals.

People forget about all the deals that we did. So and hopefully the fruits of those investments have did show to some extent 2012, but they'll show more importantly in 2013 2014. So thank you for highlighting that. Look, our we're the old Green Bay Packers 3 yards and a cloud of dust. If we said anything different to our people, they would they'd be shocked.

So we're not we're pleased with what we did in 2012. We got a lot going on in 2013 already. And I think what we're doing at the property level in terms of our reinvestment is a huge focus. And delivering the redevelopment yields that we want is very important to for both the consumer and the retailer. And I just think it's more of the same of what we and I would hope to be able to have another year like that in 2013.

But it takes a lot of work. There's always the unknown out there. We are spending a lot of capital, so we got to produce the returns that we want in that capital invested. We have a good track record that, that doesn't necessarily mean you can produce it. The mall teams are in good shape.

Outlets team is in good shape. We're still working through our international how to beat that up. The Mills team is in good shape. So generally, pleased. But as everybody knows around here, we don't rest.

We fight. We continue to work to have another good year.

Speaker 16

Okay. And I guess addressing maybe one of our concerns or question marks on the consumer, any particular area you're more worried about whether it's luxury or at the aspirational shopper or the middle income shopper?

Speaker 3

Well, I think over a long period of time, the middle income person has been squeezed. And that always I don't want to get into this big macro discussion because people either disagree or are born to that. But look that's a big focus. It's always been a big concern. But we're in a good spot because we have that bifurcated product.

We have the high end. And that continues to do well. Look, it will ebb and flow. But at the end of the day, the people there have purchasing power and there may be a bad quarter or 2 of sales, but they're going to those assets are only going to get better. And we're very well represented in the value side.

So we have that bifurcation like what the retailers are trying to accomplish. We have some stuff in the middle that gets squeezed. We have the ability to manage those reasonably well. That does retard our growth rate to some looking for that is out there between looking for value or looking for the higher end product is no better represented than what we do. We're the best representative of what's out there is what I really should say.

Speaker 16

Okay. And then turning to the Internet. I don't believe you guys really discussed that. Just coming to the holidays and it seems like more of discussion from the retailers coming out of some of the latest conferences has been recognizing the importance of using the Internet along with bricks and mortar. I don't know if there's anything new you've been talking to retailers about, any new thoughts on how to leverage your properties, anything any new initiatives?

Speaker 3

Well, there's lots we could go through lots of what we're doing on the digital front and marketing and everything else. But I'd say that I don't I would just say this. The good news of all of this is that in my opinion the retailers clearly need stores, clearly want to invest in stores. And I think all the technology will enhance their ability to deliver better service to the stores that they have, as we will also. I think we'll be able to enhance our service levels through the use of technology.

And I think that's critical in today's environment. I have yet to see frankly and it may come one day, but I've yet to see a retailer say they're not spending money opening new stores because they're reallocating capital more toward the Internet. Now we may cross that fulcrum at some point, but I haven't seen it. And I think what it also means is they're going to be selective on where they go and what they want to do. But I'm a strong believer that good real estate will get stronger and better.

And I've said to you for a number of years, the retail real estate, some of it will become obsolete. We've seen it in some of our assets. It's unfortunate, but that's reality. But I think we'll more than make up for it as demand is more focused on the better real estate, which we own a vast preponderance of. And but I think technology is ultimately going to end up being useful to delivering a better product and service to our consumers and make it a more enjoyable experience.

Speaker 19

Okay. It's Craig here. I just my question focuses on the mills. Could you talk a little bit about the redevelopment at Sawgrass? And then maybe in general the opportunities or direction given as you mentioned the significant reinvestment in the mills in 2012?

Speaker 11

Well, there is a couple of things that are going on at Sawgrass, Craig. First, we took back the Wanadu that was a children's interactive retailer. It's about 110,000 feet. That's been completely redivided now into new tenants and they're all open and that's doing very well. It's added a new entrance into the mall.

We added Calvin Klein, Tommy Hilfiger and that's doing well. We're opening later, I think in the early second quarter an expansion of the colonnade, which is our upscale outlet presentation of Sawgrass and that's going to have almost exclusively high end designers with their only location in Southeast Florida. And that's 100% leased and we'll be doing very well. We still have another 400,000 feet of FAR at Sawgrass and we're actively working on programs to further expand the square footage there and reconfigure it. And we're also working on a renovation of the Oasis, which is the Open Air section of the property.

We just added a California Pizza Kitchen Cheesecake Factory and bringing that up. So a very powerful property, doing very well and a major focus of redevelopment efforts and capital.

Speaker 3

And I just would add this mall will do over $100,000,000 of EBITDA. And in the next 2 to 3 years, it will probably be over $120,000,000 without the expansion, the big expansion that Rick just mentioned. So it's a beast. But don't tell anybody, okay?

Speaker 16

And then just one last question for Steve. In Brazil, Steve, anything new on the financing front? Anything over the capital markets there? I'm not sure if there's any new opportunities for a U. S.

Real estate company there? In Brazil? Yes.

Speaker 7

You mean in terms of raising dollars in Brazil?

Speaker 16

In terms of tapping line of credit there for you, so you could have natural hedge in anything you invest in? No, not really. No. We really haven't

Speaker 7

made any investments yet. So but no.

Speaker 3

Great. Thanks, guys. Thank you.

Speaker 1

Your next question comes from the line of Andrew Rosovich of Goldman Sachs. Please proceed.

Speaker 20

Guys, I'm so sorry. I thought it was out of the queue and you guys deserve to eat lunch. But really quick on Tayo's questions, when you guys give guidance, there's kind of 2 groups. There are companies that throw in spec acquisitions that they haven't made yet. And then you have guys like Boston Properties that just give a no acquisition guidance.

And then to the extent you get stuff done later in the year the numbers end up going up. Is that part of why you did so well in 2012 versus your initial guidance? And for 2013 is that how you've set it up as well?

Speaker 3

Well, let me certainly, we did have some growth because of our investments that we hadn't planned on. But yes, let me make it clear. In 2013, we had no spec acquisitions at all. So nothing along no spec investments.

Speaker 15

That's very helpful. Thank you.

Speaker 8

Sure.

Speaker 1

At this time, there are no further questions in queue. And I would like to turn the call back over to Mr. Simon for closing remarks.

Speaker 3

Okay. Well, thank you so much for your participation and we look forward to chatting in the near future.

Speaker 1

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a wonderful

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