西蒙地產 (SPG) 2013 Q4 法說會逐字稿

Good day ladies and gentlemen, and welcome to the Q4 2013 Simon Property Group Incorporated earnings conference call. My name is Allison, and I will be your operator for today. At this time, all participants are in listen-only mode. We will conduct a question-and-answer session towards the end of this conference. (Operator Instructions). As a reminder, this call is being recorded for replay purposes.

I would now like to turn the call over to Liz Zale, Senior Vice President of Corporate Affairs. Please proceed, ma'am.

Thank you. Good morning, everyone, and welcome to Simon Property Group's fourth-quarter 2013 earnings conference call. Presenting on today's call is David Simon, our Chairman and Chief Executive Officer; Rick Sokolov, our President and Chief Operating Officer; and Steve Sterrett, our Chief Financial Officer. Before we begin, a quick reminder that statements made during this call may be deemed forward-looking statements within the meaning of the Safe Harbor of the Private Securities Litigation Reform Act of 1995, and actual results may differ materially due to a variety of risks, uncertainties, and other factors. We refer you to today's press release and our SEC filings for a detailed discussion of forward-looking statements.

Please also note that this call includes information that may only be accurate as of today's date. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are included within the press release and the supplemental information in today's Form 8-K filing. Both the press release and the supplemental information are available on our investor relations website, investors. Simon.com.

With that, we will start the call, and I would like to introduce David Simon.

Okay. Thanks Liz. Good morning. We had strong results to wrap up 2013, which also was our 20th year as a public Company. First let me talk about the quarter. Strong performance. Given the growth in our core business, we continue to see a positive impact on our growth strategy, which basically is comprised of investing in our existing assets to expand and to meet the retailer demand, enhance productivity, continue to develop new outlets, and make smart, thoughtful accretive acquisitions. FFO was $2.47 per share, up 7.9% for the fourth quarter compared to 2012. Our FFO exceeded the first call's consensus again by $0.05 per share. For our mall and Premium Outlets, comparable property NOI growth was 5.5% for the quarter, driven by base minimum rent increase, occupancy up 80 basis points to 96.1%, and the continuation of positive sales from 2012.

Our releasing spread continues to grow, was a positive 16.8%, or $8.94 per square foot, with much of the improvement driven by better leasing execution in the malls while Premium Outlets spread continues to be robust. Mills comparable NOI was up 11% for the quarter, 10.8% for the year, driven by all the other factors I just went through. For the year, our FFO in total was $3.2 billion, an increase of $321 million from 2012. This resulted in a per-share FFO growth of 10.9% to $8.85 per share. This was $0.46 above where the consensus started in early 2013 at $8.39. Our performance was driven by thoughtful capital allocation, and I am proud of the execution of the team. We opened five new Premium Outlets this year — three in North America and two in Asia. We invested, in total, $942 million in new and redevelopment projects in response to retailer demand and customer needs. These projects are all off to very good starts and will increase their productivity of our assets.

We completed $1.5 billion — $1.05 billion of acquisitions, including the expansion of our European presence with the investment in McArthurGlen's designer outlet assets and the management development company. We also in January acquired our joint venture partner's remaining interest in Kravco Simon, which owns 10 assets. We now own 100% of King of Prussia mall, which is an iconic asset with a major expansion in the works.

We strengthened — and we also disposed of 14 non-core retail assets as well as announced our spinoff transaction which we will talk about in a moment. We see strength across our portfolio in platforms. Occupancy continues to rise, which is a sign of retailer demand. The majority of our existing leases are under market. Ongoing NOI growth is supported by our ability to replace underperforming retailers. And as a final note on the operations, our operating profit margin grew by 60 basis points to 71.7% in 2013.

In the quarter, the fourth quarter that is, we broke ground on Premium Outlets in Montreal in early October, and construction is underway. It's cold up there, but we are still working. Construction also continues on new developments in Vancouver, Minneapolis, and Charlotte — less cold. And our pipeline includes six additional new outlets expected to start construction in 2014, 2015.

Redevelopment expansions are ongoing at 25 properties in the US, Asia, and Mexico. We opened two in the fourth quarter — the Shops at Nanuet, Walt Whitman in Long Island; please go visit. Well executed. Thank you for the team — thank you to the team. Also open expansion a number of other properties in the fourth quarter including Orlando Premium Outlets at Vineland, and Johor Premium Outlets in Malaysia. Construction is ongoing to expand and enhance some of our most productive properties, which please do not lose sight of, those are all (inaudible) with very [common], Houston Galleria, Lenox Square, Del Amo, and Desert Hills just to name a few.

Overall, our multi-year pipeline of new development and redevelopment expansion projects will continue to drive growth NOI and in the future. And our pipeline continues to — we expect to invest approximately $1 billion annually through 2016.

Give you a quick international update. Klepierre will report next week. But I am proud of the fact that the company, with our help, has implemented a very thoughtful strategy. We have strengthened the balance sheet. We've improved operations and focused on cash flow growth. We have now signed — and we were instrumental in the deal with Carrefour to sell smaller assets in order to focus on larger and more productive centers. We are exiting the office business; that will be completed shortly, including selling the headquarter building. We strengthened management with the hiring of John Martin just in as COO, and we are focused on capital allocation among their different markets, and continue to work on leasing and marketing opportunities together. The European retail recovery is stable and continuing.

And then just to finally mention that we did close McArthurGlen. I was actually there at both places this week — a day with McArthurGlen, two days with Klepierre. The opportunities with McArthurGlen are there; we've got development and expansion project to consider and continue to be impressed with where Klepierre is headed.

Now just to talk briefly about Spinco. We have, as you know — we won't go into much detail today about it, but we plan to spin off our strip center business in 44 smaller enclosed malls. We believe this will create additional value for Simon Property Group shareholders and be a good investment vehicle for Spinco. We have yet to name a name; Spinco is not the name. Spinco is not the name. And we are open to any ideas out there for any names; please send them to us. We expect the transaction to be effective in the second quarter of 2014. We will provide further updates as available, but everything is moving absolutely according to plan there.

Fourth-quarter capital market activity; we were busy. We closed or locked rates on 10 new secured loans totaling approximately $2.2 billion. Our share of that is roughly $1 billion. Including in the fourth-quarter activity the $1.2 billion refinance at Aventura Mall at a rate of [2.75%]. In January, as you know, we announced and closed a debt offering of $1.2 billion of senior notes with the combined weighted average duration of 7.5 years and an average coupon rate of just under 3%. Demand was very robust for those bonds. We are using the proceeds for general corporate purposes and to repay debt, including the unencumbering of $820 million mortgage on Sawgrass Mills. The dividend — we increased the dividend again in the first quarter, $1.00 to $1.25; that's a year-over-year increase of 8.7%. SPG which, not including Spinco, will now pay, as you know, at least $5.00 in 2014.

Now let me just take a moment to talk about something, and then I'll turn to 2014. I'd like to make an announcement regarding our management team. Steve Sterrett, our long-term CFO, will be retiring in March of 2015. So he will be staying on board through another full fiscal year and audit process. It's hard to overstate the contributions that Steve has made to our Company. And I know I speak for everyone when I say we will be sorry to see him go. As many of you know, Steve has been with the Company for 20 years during the period of extraordinary growth. Throughout it all, Steve's contributions have been immeasurable. We will conduct a search during the next few months for Steve's replacement, expect to consider both internal and external candidates. And having Steve available for the rest of 2014 and the audit cycle will helpful and ensure a smooth transition, and he will still not be able to beat me on a consistent basis in golf.

Now, let me just talk about 2014. I'm sure he will have a response to that, by the way. But let's talk about 2014. Guidance is in a range of $9.50 to $9.60. This represents, at the midpoint, growth rate of 8%. This is based on comparable NOI growth of at least 4% for a combined mall and outlet portfolio. This FFO guidance is on comparable basis for 2013 and ignores any potential impact of Spinco. When Spinco is effective, we will provide updated and adjust the range for SPG as well as provide a range for Spinco.

And let me conclude, we had a great year, a great fourth quarter. We continue to prioritize the creation of the value for our properties, our retailers, and our shareholders. We believe we have very great prospects for 2014. And we are now ready for any questions.

(Operator Instructions). Ross Nussbaum, UBS.

Good morning. I'm here with Jeremy (inaudible).

Can you speak up?

Sure. I'll try to yell if that's any better.

Perfect. Much better.

Good. Can you break out the terms for the Kravco purchase as well as for Oyster Bay and Arizona Mills -- how you broke out the consideration for those?

Well, the Kravco purchase was a — basically we had a put and a call at a combined cap rate of --

A little bit over [8%].

A little bit over [8%].

And it was [113] (inaudible).

[113]. And what was your next question?

On Oyster Bay and Arizona Mills, how did the consideration break out between those assets?

Well, that was a private negotiation, and we will not be going through that.

Okay. And then lastly, when can we expect an update on Spinco management? Can you talk a little bit about that?

We got — we got initial comments from the SEC, so we are in that process. We have identified both an internal and external candidate that we are having serious discussions with, and we would hope to conclude that over the next few weeks. And as soon as we do, I'm sure it will be part of our filing. The Board is pretty much set, and it's going according to plan.

Thank you.

Nathan Isbee, Stifel.

Hi, good morning. The portfolio continues to perform very well, but there is clearly a lot of questions swirling around shopper traffic, shopper habits, etcetera. Could you maybe comment on what you are seeing? Are we seeing a sea change in retail as characterized by Starbucks last week? And what do you think this impact could have on your business over the next few years?

Well, look. We have been doing this for quite some time, and I think we have to put the fourth-quarter sales into perspective. First of all, and these are just some thoughts off the top of my head, we are absolutely believers that our business will continue to grow. But let me just talk about the fourth quarter because I do think we are at the point of a little bit of overreaction. Clearly in 2013, there was a move toward durable goods, which happens in certain cycles. And as the second half of the year came about, I do think the consumer was relatively cautious. We had a short season; there was obviously lots of weather issues for certain parts of the country.

And I don't think what's put in perspective, which I listen to the pundits on TV and elsewhere, not just on TV but elsewhere, but that between the confusion of Obamacare and taxes did raise pretty materially for the consumer. You have what I will call a — I don't know if it was a perfect storm, but you had a lot of this stuff all come together that basically resulted in the consumer being very cautious. The pundits — I've heard this stuff about malls on the Internet -- obviously having the right retailers, the right customer service, the right look and feel of the properties, we'll continue to hold our own in that space without question.

Okay. So you're not seeing anything at the ground level that indicates shopper traffic has dropped off by 50% over the last three years or anything like that?

50%?

Well, That's what ShopperTrak says.

Well, let me talk about — I am not going to name names. But we don't use them, and we don't know how reliable a lot of those traffic numbers are. And we'll leave it at that. The answer is — all I can tell you, Nate, is look at our results. That's all I can tell you is look at our results. I think you know at this point, doing this for 20 years and continuing to beat everybody's expectations about the profitability of what this Company can produce, I would suggest to you that things are not what others say they are. And I'll leave it at that.

Over the last few years, you have discussed various initiative of helping and embracing online and developing something at the Simon level. Any update on that?

Well, it would take 30 minutes on this call. But we are happy to go through that in great detail. We have a significant amount of initiatives that we are embarking upon to improve the consumer experience, whether pre-mall or during-mall visit. And we are absolutely embracing technology and how it can be used effectively to make the consumer more satisfied during their visit or as they come to the mall. The retailers feel the absolute same way, and there's probably 20-plus things that are ongoing in this Company individually, collectively with the mall industry, as well as in conjunction with retailers that we are working on. But there are so many that I can't do it at this call, but we are happy to share those as they get rolled out.

Thanks.

Josh Patinkin, BMO Capital Markets.

Good morning. I'm trying to get a better sense of what the opportunity to consolidate McArthurGlen managed funds looks like. So it's obviously not programmatic, but can you give us a general sense for the total size of the enterprise and what could come up in the next few years?

They are a leader in that industry. I think we'll have opportunities to grow that business through new development and extensions of existing assets as well as acquisitions of assets that either they manage and own a small piece of and/or others that do. But it's really — I'm not in a position to give you a specific number, but as you know, we have taken our platforms over the years and grown them significantly. You know, it reminds me of the outlet business when we entered into it in 2004. We have roughly grown — we have — if I could put the numbers correctly, we have increased the cash flow of that business roughly 4 X. 4 X. And needless to say, we take the 4 X plus the reduction in cap rate, and you've seen the value created there. I think it's harder to develop in Asia; but a great team, good people, and we'll just take it a step at a time.

Okay. And then more globally on outlets. You built a lot of centers last decade. And so is there a big sea change in the leasing conversation as you approach 10-year rollovers? And do you think higher occupancy costs will become more acceptable to merchants in that business?

I'll turn it to Rick (inaudible).

Absolutely we are seeing an ability to increase our rents. We have significant demand in the outlet sector. If you listen to the retailers, there are many retailers that are entering the sector for the first time as an additional prong of their growth strategy. And where you have a lot of demand, you're able to drive rates. Our properties are very productive, we are making them better, and that does give us pricing power.

Very good. Thank you very much.

Christy McElroy, Citigroup.

Good morning, everyone. Just wanted to go back to Nate's mates question, maybe (multiple speakers) —

First of all, is Bilerman treating you appropriately?

Bilerman is on the phone.

That's why I'm asking the question.

(Laughter) So I wanted to go back to Nate's question and ask it a little bit of a different way, more from a leasing perspective. As we sort of hear more from retailers about the integration of their bricks and mortar business which their e-commerce business. So I'm thinking about the longer-term omnichannel initiatives. I'm wondering if you could give us some perspective on how the changes are impacting sort of the leasing process and how you would expect it to evolve over time. So first is sort of how the retailers are thinking about occupancy costs. Do you adjust it a little bit in terms of the outlet (multiple speakers) -- just thinking about the sales within the four walls of the store, what's just sort of the value of that location to the overall (multiple speakers) —

I think the good news for us as mall owners is I expect them to drive traffic and distribute through their store. So what it means, I believe, over time is that store location will become more valuable. Because instead of building a bunch of distribution centers or trying to figure out how to get various online purchases to the consumer, the most effective and perhaps cost-effective way for them to do it is by using their existing store. Now, that means they're going to have to have a better handle on store — and create algorithms in terms of what can be distributed out of store or not. But I think what it's going to ultimately mean is that they're going to drive purchase — drive sales through those stores which, as far as we are concerned and what's in our leases and will continue to be, is those sales will be generated from that store. So I don't — now, if they have a store that's losing money, they are not going to keep it open. But that's been that way for 30 years, 40 years. So — but that's what I anticipate.

The only other thing I would add, and I think it's a very significant advantage to our retailers, and in David in my discussions with them, they are very focused on it, is the ability to fulfill their orders online out of their stores and reorient it to whatever store has the appropriate inventory. That's going to have, in their opinion, significant margin enhancement possibilities because they will be able to have less markdowns by selling at full price goods that might otherwise have to be discounted in various locations. And they are all spending a great deal of time getting that backbone in place to effectuate that.

The one thing that people have questioned is whether they're going to turn these stores into showrooms. And the fact of the matter is, I talked to a very prominent retailer CEO about this issue. They lose sales when they do that. Okay? So especially when it becomes apparel. So I don't believe that if they want — if this retailer continues to have enviable bricks-and-mortar strategy that they are going to get in the point where it's a showroom. Because people want to continue to want to make sure the size looks right on and all that other stuff. Okay?

So as it becomes more of a supply demand at that location issue versus inoccupancy costs when negotiating the rent, how do you attribute — as they further integrate their business with e-commerce, how do you attribute the specific sales of that store when reporting up to you?

It's easy. They have to keep track of it. That's that simple. If it goes through their POS, and it's going to have to if the stores — if the inventory is in the store, that's a simple exercise. We have (multiple speakers) — we have audit rights. Okay?

David, I had one quick question just in terms of — and I recognize the deal with the (inaudible) or it's a private transaction, but there certainly was a time where they didn't want to take your stock pretty forcefully. So I'm just curious how that transaction came about and what your plans are now that you own those parcels of land in terms of the timing of essentially doing something on that site.

Look. We — even though we obviously have had issues over the years with Taubman, we've always had a what I call a good, professional relationship, certainly as the dust has settled from several years ago. So, again, I can't really comment on that, other than let me talk about the property. We are very excited about it. We are very interested in working with the town of Oyster Bay and our partner, Castagna Realty. We're going to work with the residents, come up with the development plan, also at the property that we own, Castagna Realty.

Together, we think there is an absolute way to create a win-win for the community and for us and our partner. And it's great real estate. So — how we got there is really not important. I'm convinced it's in the best interest of our shareholders, and I'm convinced that Taubman feels the same way. So that actually can happen where you can have a win-win for both companies.

Thank you.

Alexander Goldfarb, Sandler O'Neill.

Thank you. Good morning. And Steve, congrats. It sounds like the stakes per hole just went up between you and David.

Hey, he talked a good game. (laughter)

I would just check to make sure his ball is truly in bounds when he drives. Just two questions here. The first is the other big story, apart from the Internet this past season, would be the Penney closure. And if you look at the 33 stores they closed, you could say, okay, they went through the whole thing and they could only find 33 stores. And Sears, for all the years they have been talking and rationalizing, the Sears are still open. So should we read this as the various department stores have done these big reviews, and these are all the stores that they have closed? Or your sense is this is the start of a wave, and over the next several years we are going to see a lot more of these big type announcements?

Well, I think it's a function of what the retailer ultimately is able to do. But the store closures, for us, is a kind of a normal standard operating procedure that we deal with. We've had retailers, clearly not necessarily the scale of a couple that you mentioned, but we've had retailers coming out of the business for years. And so again, it does add to the workload, but we find a way to get the job done. And I think you're right, though, Alex, is that they went through their portfolio generally. And what we understand, which I am not sure is for us to say, but we understand that that was the list that was actually generating negative cash flow.

So I think you're right in the sense that a number of these retailers continue to have profitability, even in stores that are not as overly productive because for whatever reason. So, as an example, and I don't know — maybe we'll have this, but the people talked about small malls, B malls, the Internet. But our top — in the fourth quarter of our top NOI increase for the Spinco malls was 4%. So, you know, that's — that speaks to the ability to continue to move the needle forward despite all the noise.

Now look. The fourth-quarter sales, I gave you that. I do think a lot happened all in the fourth quarter. But the consumer, between the uncertainty of Obamacare, the increase in taxes, wage growth continues to be anemic, a spin on durable goods; they slowed down in the third and fourth quarter across the board. Whether it was the high-end, the middle-end, or the lower-end consumer. And that happens. Don't panic. That — we will deal with that. So at the end of the day, I can't speak for the future of those two that you mentioned in terms of store closings, but what we understand is that that is the analysis that led to the 33. But I am not 100% certain on that. Okay?

Okay. And then the second question is regarding Spinco, is Simon — Simon is going to be the platform for the initial, I believe, two years. Simon Brand Ventures — the income that's generated from that, is that something that Spinco will have access to beyond that? Or is the understanding that Spinco is going to sort of have to try and replicate that NOI stream after the — if in fact it ends the relationship with Simon as the supporting mall platform?

Well, all of those revenues are at the property level, so they will continue. Now, ultimately if they — remember, just to give you the Spinco, the strip center business will be in Spinco. SPG will do some back-office activity for the strip center business. The SPG will act as third-party property manager for Spinco malls. And all of that revenue that that group generates goes to the properties. So ultimately it will be the decision for that team to decide whether or not they want to continue after the two-year period to continue to use SPG as a property manager. But there's no reason in my mind that they couldn't, if they chose not to do that, and that would be up to the team and the board there, that they could replicate the vast majority of that income.

Okay. Thank you.

Jeff Donnelly, Wells Fargo.

Good morning. David, maybe I think you should name Spinco Sterrett in order in honor of Steve's service to you.

That rolls right off the tongue.

Actually, did I —

Honestly, I probably shouldn't say this publicly, but the — I'll go ahead. Sometimes I get into that box. But the hardest thing about Spinco is coming up with the appropriate names, so (laughter) —

Any suggestions, please send them our way.

I don't have any good ones. But, actually, did I hear you correctly that you said NOI growth at Spinco was 4% in Q4? And maybe are you able to share other operating metrics like leasing spreads and occupancy as well?

Yes, that will be in the final filing. But the fourth quarter — we thought you might ask that, so we had that number for the fourth quarter. But that kind of stuff will all be in the filing.

And I guess maybe building on Alex's question about the Penneys and Sears closure risk. When you look at that those two situations, I think people have kind of openly handicapped, I'll call it, ultimate exposure. Do you guys have a sense of what percentage of those stores that you have might not be, I'll call it, cost-effectively re-tenanted?

I'm sorry. I didn't catch the last part.

What percentage of the stores we think may not be cost-effectively re-tenanted if they closed. I would tell you that we are spending a considerable amount of time — and as we have said before on these calls, we have our plans in place; we have identified replacement tenants, for example. We have one tenant already lined up to occupy one of the Penney closures yet this year at a positive economic impact on that property and a positive sales impact. So we are as prepared as one can be to take advantage of any opportunities that present themselves through the activities of the department stores when they decide they don't want do it do it. Over the years, we have dealt with over 80 of these things. So as David said, this is not new to us. We will just keep doing what we've been doing to start with.

Maybe I can stick with you, Rick, on sort of following up on Christy's earlier question. Just historically, retailers kind of wanted the landlord to stay out of their way as it relates to retail sales. Are you seeing retailers become more receptive to working with their landlord around their e-commerce and retail sales platform? Is that part of the leasing discussion or even specifically addressing the lease? Or is the role — that sort of a separate conversation sort of an add-on, if you will?

Well, two parts of that. In our lease negotiations, we are incredibly mindful of the role that our stores play in the distribution of their goods, whether online or store based. And, frankly, if that store is any part of the distribution channel for that sale, it's going to count in our sales. The retailers understand that, and the retailers are emphasizing the convenience and location of their stores as a significant advantage in their ability to maximize their contacts with the customers and their sales. So they very much view their stores as an integral part of their business going forward, and they are working with us in a cooperative way to try and maximize it.

Well, I would just say, Jeff, simply that we have both mobile and desktop, etcetera. We have a system called the Retailer Showcase that basically presents offers from the retailers to our consumers. They can get it in-mall and then go on our website or whatever. We do that — I think the last number that I saw, probably 50,000 offers over the year that we present to our consumers. We get those offers — we don't make them up; we get them from the retailers.

So absolutely there is a significant amount of coordination, as you would expect, between us and the retailer to improve and enhance their business. I believe we are just at the scratching of that surface. That is part of our job, to facilitate more productivity from the — for the retailers' stores. And at the same time trying to do that and increase rent. It's the — it's not the easiest thing, but they know that we know them to be very productive. We work hand-in-hand with them, and I think technology generally will be a wonderful opportunity to make that relationship easier to execute.

Just one last question. I'm curious. Internally, when you guys are handicapping, I'll call it, exposure to anchor closures, what are the metrics that you guys look at internally? Is it four-wall profit? Is it store format or market size or approximated their distribution centers? I there, I guess, a better methodology than maybe just sort of overall sales productivity that you find in forecasting?

Well, sure. Because you don't know how many — how they cover — historically, the department stores advertise in a major — in a market, and they allocate that advertising certain ways, so you got to have a handle on that. But, again, on a specific store, we are going to have a sense as to where that is based upon lots of discussions over lots of years.

Thanks a lot.

Corporately, and where they are headed, we have some insights., but it's no different than people that have followed them and covered them. We are not necessarily privy to all that's going on and what they are doing. We have obviously good relationships with our major anchors. But we are not privy to anything that's probably not common knowledge, you know, but we have a sense over the years and years of dealing with them how they feel about certain stores.

Great. Thank you.

Steve Sakwa, ISI Group.

Thanks. Good morning. Just a couple questions, David and Rick. As you kind of look at the rent spreads, those dramatically improved over the course of 2013. As you look at the rollover for the next really three years, your ending base rents are just a shade under $40. And when you add in the cam, you're probably closer to that $53. So it would seem that your re-leasing spreads ought to continue to accelerate. Is there anything that would — outside of a sales decline, which just doesn't seem to be happening, is there anything that suggests that leasing spreads wouldn't continue to tick higher from here?

We certainly anticipate that we will be able to continue to grow our rents as we have historically. The other thing I would tell you is that we are spending a lot of money making these properties better. And so when you look at a very gross sales number that's made up of a whole lot of individual stories, and as we renovate our properties, bring in better tenants, our tenants, we believe, are more productive in our properties, and that gives us some incremental ability to drive rents. So we don't envision that slowing down.

Okay. And maybe sticking with you, Rick, just kind of on the tenants and how you're thinking about repositioning the properties. I don't know if you have a specific number. But as you look at the mix of tenants in the mall today, what percentage is apparel and what percentage do think that will be three years from now?

At this point, I think our apparel percentage is going to remain fairly stable. Now, the tenants that make up that apparel percentage could change dramatically. We have some tenants that are reducing the size of the stores, and we have entrants coming in like [czar], H&M, Uniqlo, that are in slightly bigger formats. But there's not going to be a sense of a significant decline in the amount of space allocated to apparel. We are allocating space differently. Look, last year we opened 36 restaurants across the portfolio. That's a major focus to be able to extend the stay in our properties, give the consumers a wider range of dining alternatives, and just make the properties more experiential, which is obviously a focus of our retailers and us. So the mix may change, but I think apparel is going to stay fairly stable while the components may change.

Let me probably — I probably shouldn't say this, but it's interesting. As I've traveled the world to understand probably not as much as I should do, but the occupancy cost that we have in the US is relatively benign compared to where you see it elsewhere in the world. So it's an interesting thing for us to pause and think about what the opportunities to continue to grow that rent are. But we've got to be absolutely sensitive to the retailer and making sure they profit in their environment as well. So — but our occupancy costs generally in comparison to kind of where the other shopping centers, owners have in the world, they are relatively below at least what those would indicate that the rents are. So we will see how that evolves over time.

And they have been relatively stable for the last three years, even though we have been able to drive our rents.

Okay. Well, let me ask I guess one last question for maybe the newest member of the senior stores, Steve. Hopefully you get your qualifying card here and get something new going. I went through the balance sheet and kind of debt refinancing. It's obviously has been very favorable. How are you thinking about the balance of debt maturing this year and into 2015? And kind of what is your thought in terms of kind of laddering and kind of where you want to be on the debt curve?

Well, Steve, it's pretty well laddered already. As part of the Spinco announcement, we did state that we expect to raise $1 billion of debt through Spinco, with those proceeds coming to Simon before the effective date. So if you couple that with our bond deal in January, that's the majority of our capital raise in terms of dealing with bond expirations. We also unencumbered Sawgrass Mills as part of the use of those proceeds. So we are in really good shape for 2014. We have accomplished most of the capital plan. And in 2015, we are — ordinary course of business, we have bonds coming due every year. You should expect us to be a regular issuer in that market. But obviously the secured debt market is also important to us as well, so you will see us in both.

Okay. Hello?

Ki Bin Kim, SunTrust.

Thank you. And Steve, thanks for all your help over the years. Given some of the clouds around fourth-quarter consumer activity in the malls, I know you guys don't typically do this. But would you be able to provide a pure fourth-quarter 2013 over fourth-quarter 2012 kind of sales trend?

Yes. It was flat.

Okay. Thank you for that. And just follow up, I know you mentioned the Spinco same-store NOI, but, from a tenant sales perspective, how does that look like when split out the outlets, A malls, and B malls? Doesn't have to be a fourth quarter but maybe the year-over-year — the total trailing 12 months.

I'm sorry? I didn't really understand the question, Ki Bin.

Oh, okay. So the trend in your tenant sales of 2.5% year-over-year trailing 12 months, how does that look like if you had to stratify it between outlets, A malls, and B malls?

Well, we shared some of that with you when we announced Spinco. That gives you a general direction for that answer. And as you'll see, once Spinco is done and effective, you'll have the Spinco data and you'll have the SPG data. So that will all be there. That gives you a sense of direction on where it is.

Okay. And just last point, should we expect negative sales at all for Spinco in the fourth quarter?

No. We gave you that at, whenever it was, December. (multiple speakers)

Several years of history.

Okay.

Yes. It was up — I can't remember the exact number. But it was -- it's right there; it's public document; it's on our — I assume it's on our investor website. It's all there.

Okay. Thank you, guys.

Vincent Chao, Deutsche Bank.

Good morning, everyone. Just want to go back to the retail side here for a second. A lot of talk about the sales trends, but obviously profitability is very important and just given the number of preannouncement that we've heard this season, just curious if you think we should be expecting a higher level of seasonal occupancy client in the first quarter here than we have seen over maybe the last few years, where perhaps the plans were a little bit more conservative.

We don't see that at this moment. Things change over the year. But we don't see that necessarily — obviously we have a good handle on that. The only thing we don't have a handle that could change that is bankruptcies. But based upon our existing status of where we are with our discussion with retailers, we don't see that. Obviously a bankruptcy here or there may be able to impact that on a faster basis.

Okay. Thanks. And going back to the discussion around e-commerce, we hear a lot about Macy's and Nordstrom and companies like that that are very forward thinking about their strategies. I'm just wondering how you think the smaller retails that maybe don't have the same scale or infrastructure can evolve in the new environment to be able to kind of compete with e-commerce.

Well, the fact of the matter is, and you can see it in technology companies results, is that it is relatively a lot less expensive to create because of the cloud and the way apps work and so on. It's relatively less expensive to create the combination of — become more technology-oriented than it has in the past. Lots of ability to share services in the cloud that you wouldn't otherwise have to invest in. So I think — maybe the mom-and-pop has a harder time. But generally any retailer that has kind of a reasonable store base can compete very effectively because the cost of technology has — you don't need routers; you don't need servers; you don't need a bunch of software guys cranking this stuff out like you used to. The fact is if we had done merchant [wired] today with different technology, we'd probably be successful. But we overpaid for the hardware. So I think as long as they have a reasonable store base, they are going to be able to help create the appropriate coordination between their bricks-and-mortar stores and how they want deal with online shopping.

And, frankly, there is no retailer that we meet with that is not very focused on doing precisely that. Some of them are further along in their implementation of those strategies, but every one of them is focused on more effectively integrating their online with their stores.

Okay. Thank you.

Cedrik Lachance, Greenstreet Advisors.

Thank you. Just along this line of questions, have you seen retailers expand their footprint in order to better distribute goods that they would be selling online? (multiple speakers) footprint in the malls?

It's a good point. What I have seen them do is think about their stores as a distribution — point of distribution along with as a store. So whether they are now looking at stores just for the sake of having a store and a distribution, I don't -- I wouldn't say that thinking is there yet. But, clearly, existing stores are being thought as a way to distribute on kind of the e-commerce platform. So I do think that thinking — and that's at a different level for many different retailers. But I actually do think they are thinking about it very seriously.

So how many such distribution centers, if you will, will the retailer need in a large metro area?

(multiple speakers) I'm not in a position to say that, but it depends on the retailer.

And the funny thing is they are not talking about using drones to ship their goods.

I'm sure that's going to be an interesting transition. (laughter). Just going back on the dispositions of (inaudible) assets, can you give us a little bit more details in terms of which property type and cap rates?

I don't have them in front of me, but a few smaller shopping centers, a couple of outlets. So we will continue to do that as well.

Were any of those considered to be spun out into Spinco?

The answer is none of those were in the Spinco because we already had contracts. There is a couple of strip centers that may or may not be sold before Spinco is done. So if that's the case, we'll just — we are going to just [amend] — we are going to ultimately — the portfolios we've said to you in December when we announced it will change a little bit. Part of that will be because of a couple of fails here and there, and a couple of them will be because we may or may not get a consent. So — but that's — but that could still happen.

Okay. And maybe a final question on the relationship with bankers. A couple of weeks ago, I think Sears announced that they would be leasing space to Dick's Sporting Goods at King of Prussia. It's obviously by far the best mall in the Philly area. When you think about your ability to recapture stores from Sears and Penney in particular, versus the decision that they made ultimately make to lease to what is effectively a [dollar center] tenant into what is by far the best mall in (inaudible) metro, how are you thinking about what is the right price for you to pay to recapture that box? And what can you do to influence their decision on the retailer that will come into their center or into their box?

Well, the simple answer is it depends. Each case is different, to be honest with you. So in that case, we cooperated with Sears. Given the location of that store and what our plans were on the future redevelopment, we thought it was a win-win for us. We are happy to have Dick's in there, and it was a good transaction for Sears. In some cases, because of location of the stores, we may want to do the development on ourselves; in some cases, we will let them do it. If in fact, we may — in most cases, we have approval rights. So each case is very different. Believe me, we have understanding of each one to a great level. But in that case, we just saw it as a way to be cooperative with Sears, a way to help them all, great for the consumer. And, as you know, we think Dick's is great; we do a lot of business with them. So in that case, we said perfect, let's go, we will help you, we will cooperate.

So didn't try to acquire the box back from Sears?

No, we did not. And Sears will continue to operate there as well, so it's — Dick's is taking the upper-level, and Sears is going to actually, we understand, kind of create a store of the future, so to speak, in the lower level. So that's great. We will continue to work with anchors like that as well. And there's lots of little tactical things that are going on with all of our anchors about giving rights to put restaurants in some of the frontage of the (inaudible). Just to bring up an example in Briarwood, we're putting a couple restaurants, and we do that all the time — right in front of Macy's.

And so all of that stuff is out there to do. Some cases, we facilitate them if they want to do a lease. So the simple goal is let's make the property better for the consumer. And it will take all sorts of different forms. We wouldn't rule out partnering with somebody on a redevelopment of their box if that circumstance made sense for both parties.

Okay, that's great. Thank you.

Michael Mueller, JPMorgan.

Congratulations, Steve, first of all.

Thank you.

And I guess going to the mills for a second. I was wondering, can you give us a little color on the 11% comp NOI growth? Was it a handful of assets? Was it broad-based? What was really driving those numbers?

Look, they have a — their major markets is 16 assets. As you know, the focus on value for them, value-oriented retailers has been tremendously successful. You've got The Outlets at Orange, that conversion from more of an entertainment center to an outlet center has been terrific. Ontario is on fire; Sawgrass, needless to say, is continues to be a behemoths. Potomac Mills, we brought a couple of restaurants in. Opry, though that's not in the comp (multiple speakers), Opry is going fantastic (multiple speakers). So lots of things go there. Just a lot of things. happening there to make the portfolio better. But We added Macy's at Gurnee Mills, as an example. So —

But, Mike — this is Steve. It is rent. It's re—leasing; it's higher occupancy; it's growing rents.

Okay. So it sounds like if we are thinking about 2014, 2015, you're probably still getting above-average growth out of that part of the portfolio.

I think it will be good. I'm not going to doo — we are not going to do 10.8% for the year, so don't put that in your numbers.

Okay. That was it. Thank you.

Tayo Okusanya, Jefferies.

Good morning. Steve, also let me add my congratulations. It looks like we only have one year left to finally go shoe shopping before you lose your steady paycheck.

Tayo, if I'm going to go shoe shopping, I'm going to go with you. That's for sure.

Sounds good. Two quick questions. First of all, just (inaudible) around commentary of a lot of retailers saying Christmas was weak. I know David made a couple of comments about what could change your initial outlook for 2014 would be the potential for more bankruptcies or things of that nature. But just (inaudible) for everything you are seeing right now, are you seeing kind of on-the-fringe tenants talking like that about potentially closing shops or things like that just based off the top holiday season?

Not really. This is always the general time where you may see a few of these pop up. But no one — in fact, there's a few that have been in the edge for a number of years and actually turned their business around, even last year. Look, I think the consumer — I read something yesterday on the plane back from Europe that the consumer is still under a pretty decent amount of pressure. Higher taxes, more regulation, uncertainty of Obamacare, spending on durable goods a little bit in the first half of the year, higher rates potentially -- they were thinking. They took it easy in the third and fourth quarter, as you've seen across the board. So we are still in a tepid recovery.

The fascinating thing I read, last year, forget the federal government, in the state and local governments, there were 40,000 new rules and regulations in the United States of America. So that is going to slow the growth of America. 40,000 new regulations throughout this country at a state and local level. That's going to slow us down. So we have a tepid recovery. Even though some of the broad-based numbers look better, the fact is it still a very cautious environment.

But we are producing terrific results in that environment, and that's the facts. We produced great results in the Great Recession. We had cash flow that was flat. So despite all of that, that noise out there, we can only do what we are capable of doing. We can't control the outcome of an anchor business plan or not. We can just be ready to go to work if, in fact, these things are thrown in our way.

Got it. That's helpful. And then the second thing is we also heard that Matt [Lentz] had also kind of left the Company. Just wondering if that [rule] was going to be a replacement for him, or if there's going to be any changes around CIO position.

The answer is we brought someone in to help me internationally where Matt was helping. Stanley Shashoua, who has been terrific -- Stanley is great; speaks five languages, maybe six. Unlike the team here, he can actually speak English. But he is great, and he is helping me. And in a sense he really talk Matt's role on our international business.

Got it. Could you talk a little more about Stanley's overall background and what he has done in the past?

He worked for both real estate and investment banking companies. So he's been a young guy compared to me, probably, but he's been — he's got great experience. And he was instrumental with the McArthurGlen deal. I had to put him on that deal because of the complexity, and he really helped us get there with another kind of great guy here who actually came from the mills, but moved to Indianapolis when we did that deal. Brian McDade, the two of them grabbed that — along with our General Counsel, grabbed that deal and took it to the finish line. So the good thing about the — we have kind of the what I will call younger folks that are really taking a lot more responsibility in the organization and doing a great job.

Great. Thank you very much.

Haendel St. Juste, Morgan Stanley.

Yes, good morning. Thanks for taking my question. A couple questions on Spinco. So several of the Spinco properties are encumbered with CMBS debt that has near-term maturities. Westbridge Mall in Topeka, Chesapeake Square in Chesapeake, Virginia, and —

Yes, those are all being refinanced as we speak. If that was your question.

Okay. Well, I was getting to it. So there's four or five on that list with near-term debt maturities, so should we assume that all five are in that list of being refinanced or the candidates for disposition?

No. They are all going to be refinanced, absent one. may -- one may not be. And one is further out there, and I don't know — yes, but they will be refinanced.

Okay. And you've quietly gone about pruning your US portfolio in recent years. Trying to get a sense how that process slows down post-Spinco. How do you think about your US portfolio or disposition strategy after the spinoff of Spinco?

Well, for SPG, we will continue to cull properties like we have for year after year. Spinco, I think — again, I'm not going to be in charge there, but I think I would expect Spinco to sell a couple assets here and there. And I think that's business as usual. We will always continue to sell assets at both companies. I can't necessarily — as a director, I'll have certainly my point of view on capital allocation and reallocation. But I would expect both companies to continue to sell assets like we have in the past.

Thank you.

Dan Oppenheim, Credit Suisse.

Thanks very much. I was wondering — I guess there have been enough questions about some seasonal trends here; would normally see some closings in the first quarter. I guess on the other side of that at, over 96% occupancy here, you likely have some sort of backlog in terms of retailers wanting to get in. Just wondering if you can comment a bit in terms of conversations with retailers looking ahead in terms of Del Amo as that opens up next year and just others; just how you think about that in terms of demand, in terms of if there were to be any vacancies in terms of some backfilling or adding there.

We still have very strong demand, and in fact the response to Del Amo has been terrific. We are going to be able to move that up significantly in price point and with the quality retailers, and retailers still want to expand. Retailers still want to have great real estate that will help their brand, and we are seeing no real slowdown in that conversation. And in fact, we've said this in other calls, a great amount of the time that David and I spend are basically dealing with retailers that we cannot accommodate in the size they want or in the space they want in our property. So demand remains high.

Dan, this is Steve. I'll just add one point. We tend not to get into the 27 different variables that go into our forecast for the year, but I will say that our plan in 2014 is that occupancy year-over-year will be up at the end of 2014.

Great. Thank you.

Ben Yang, Evercore.

Great, thanks. David, you've talked in the past about the disconnect between sales and NOI; that, for one, you can replace the underperforming tenants. So I was just hoping — I mean, Steve made the comment about occupancy being up in 2014. Would you guys consider at all just disclosing that the same-store NOI growth as implied in your 2014 guidance? Because it just seems it could help alleviate some of the concerns surrounding core growth in light of point of sales (multiple speakers) —

Let me interrupt you there. We did actually. I must have bored you by the time I got to that. It's quite all right; I understand that our opening comments may in fact bore some. We are projecting for 2014 to have comp NOI up 4% or above. So (multiple speakers) answer your question. 4%.

Got it. Sorry I missed that, and (multiple speakers) —

That's all right. I am not offended in any stretch of the imagination.

Maybe I missed this one also. Did you disclose the cap rate for the Arizona Mills transaction?

We in fact — we said we would not, and we did say that earlier. (multiple speakers)

I missed that one, too. And maybe final question, maybe going back to Cedrik's comments on Sears. Do you think that anchor subleasing dynamic will accelerate in the coming years? And also, is this a model that only works with A malls, or do you think we could see this type of activity ramp up at the B malls?

I think that there is going to be a concerted effort by Sears. They have done it historically over the last few years, and they are continuing to be focused on it, to try and get their stores to where they are most efficient. That doesn't — and I think that is, frankly, not specifically limited to any particular quality spectrum of their stores. And, as David said, where we think it's in our best interest, we will cooperate. If we think it is not in our best interest or the mall's best interest or the consumer's best interest, we will try and influence a different direction in Sears' part. But I don't think their efforts are being focused on any particular quality type.

Got it. And are you in current negotiations to do this in any other of your malls with Sears, or maybe even a Penneys currently?

We are having a constant dialogue with both companies about all the real estate. And, frankly, as David said earlier, we hopefully — for that provides us a lot of insights into what they are thinking strategically with respect to the stores, and we are trying to work with them to come up with positive outcomes.

Great. Thank you.

Craig Schmidt, Bank of America.

Thanks. Just given Steve's retirement date, I'm wondering if that's a good indicator when he thinks the debt markets are going to get tougher.

(Laughter) I don't know. I see the 10-year coming back down, so — you know, Craig, I will say that the debt markets are in really good shape right now for us. Now, I always caution that by — I think about the little commercials; your results may not be the same. But for us, the bond market is wide open; the mortgage market is very good; the bank market is wide open. So — and having already put away now quite a bit of our 2014 maturities, we can start to tackle the 2015 stuff and feel good about the opportunity to continue to roll down our weighted average borrowing costs while increasing our duration. I think it is interesting, in a debt portfolio that's $28 billion, $29 billion, we've lowered our borrowing costs 23 basis points in each of the last two years. And that's a pretty meaningful contribution to profitability.

With no reliance on closure of debt. (multiple speakers) I mean, that's the important part. If we wanted to juice our earnings growth, we would have 20%, 30% of floating-rate debt. And we basically have virtually nil.

Thanks. And I guess one other thought on the cost of occupancy that's been touched on. But 11.5% still seems low even when it's considering its Premium Outlets combined with malls. Where do you think — I realize it's a moving target, but where do think that could normalize out your cost of occupancy? Or do you think it's going to remain sort of in the mid-11's?

Well, you know, this is the $64,000 question. As I said earlier, it is interesting to me that occupancy costs outside of the US are much, much higher. And — so the answer is I don't know, other than it does give us some very good feelings that we still have a ways to continue to grow our NOI. Because essentially the biggest opportunity we have is marking our leases to market and being able to replace underperforming retailers with better ones. Besides the — obviously — and I know, Craig, you've been out seeing a bunch of properties, and I appreciate that that you have because you'll get a good sense of what's going on here. Which I do think, because of the size of the Company, sometimes people lose focus. But all that's going on. But that's going to drive our business. But I can't put a number on it, and — but we are here to create the right partnership with our retailers because, look, we believe in repeat business with them. But it gives us confidence that we still have the ability to execute, even with a tepid consumer comp and NOI growth.

I would just say in the properties I have visited, I have been very impressed. And you sort of forget sometimes that there really is a skill to managing these assets. And some of the things I've seen in the last couple of weeks have (multiple speakers) —

Yes, look, I know you went to Del Amo, right? And I am sure you didn't really believe we were redoing Del Amo. (laughter). I know you have been asking about that for — I'm sure you asked that [Mills] three acquisition for years. And I know once we bought the Mills, it took us a few years and one Great Recession to overcome, but you know, it's going to be a great, great mall.

No, I think what you're doing, and just bringing in Nordstrom's, could be a real game changer because there's clearly an unserved audience there. Thanks.

Jeff Spector, Bank of America.

Good morning. Just a follow-up to Craig's question. I guess when you're sitting down with tenants and negotiating new leases, is there a target occupancy cost?

The answer is that we are very focused on the maximizing of rents. And it's less about a target occupancy cost because it takes into account the size of the state, the use of the tenant, the quality of the mall, where is the space located in the mall, what is the sales projection for that tenant, and all of that goes into setting the rate that we think is appropriate. And believe me, the process is granular, and we spend a great deal of time on the [nickels], making sure that we try and get it right. But we don't go into any given state thing; we want 12.5% of sales from this space and 18% from this space. All those factors go into how we set the rent.

Okay, thanks. That helps. And then Rick, I know there's been a lot of discussion on J.C. Penney, but just one thing I was thinking about when I was going through the [sub] on [anger] big box openings, it was interesting when you look at the list. Compared to what, say, years ago when you saw a number of department store closings, do you feel better today there's more options? I really haven't heard yet great evidence if some of these anchors are definitely of benefit to the mall, but I would imagine it just seems like a pretty good list, including, like I noticed, Wegmans at Montgomery Mall.

Well, look. We have a dedicated team. And, frankly, David and I have been pushing all of our people to go out and cast as broad a net as possible so we have as many options identified as possible to make things work. And, frankly, Wegmans in Montgomery Mall has been terrific. Fairway Market at Nanuet has been great. Fresh Market is the [fall]. But that's just one category. David mentioned Dick's earlier. Arhaus Furniture. We just have a lot of different users. And, as we said earlier, we've gone through our portfolio and have these users identified so that, if an opportunity presents itself with an anchor box, we can move efficiently and quickly and effectively to get it filled.

And the difference — the difference, Jeff, also is that when we had a significant turmoil in the department store business, say, in the late 80s, early 90s. There's been — episodes of a lot of turnover. There's also a lot of new stuff that was being brought to the market. In today's market, you essentially have no new — of a significant quantity — no new development whether it's strip centers or malls. You have a little bit in the outlet business, as we all know, but you have no new product coming on the market. I know there are a few, but in the real sense of stuff. And you also have obsolescence occurring, which is — by the way, we've been telling folks for several years that we expected obsolescence. When you put together the inventory is tight and sure, there will be some headaches associated with that, but that's a better spot to be in if in fact there is significant anchor turmoil than, say, when in the early 90s and a couple other of the episodes that Rick and I have had to deal with.

The last thing I'll say on that is that, frankly, success breeds success. So once we are able to get one of these new anchors in our properties, they open the store, what invariably we have found is they have been more successful than they thought they would be, and that makes the next conversation for the next opportunity much more easy to have and finalize.

Thanks. And then I just want to clarify, I know at the beginning of the call, David, you were talking about traffic counts. I think it's important to clarify, I think you used the word you don't participate with the company mentioned. When you say that, are you saying just to confirm, Simon does not provide data to these companies? Is that correct?

They are — yes. They — first of all, we don't use them. We rely primarily on parking counts. We do not use them. I think they are — I am not sure about their sample base, you'll have to ask them. I think it's narrow. And I don't — the retailers that use them, I think it's a small subset. But, I mean, look. There are lots of people that make pronouncements, tell you this, tell you that. All we can do is just report quarter after quarter what the results of our business produce.

Okay. And then my last question, I know you may not be able to answer it, but into this thing with Taubman, I guess did anything — is there any discussions on the two different St. Louis outlet centers?

You know, I think everything I've told you about our deal has been — has been disclosed.

Okay. Thanks. Congratulations, Steve.

Thank you.

Nathan Isbee, Stifel.

Just a quick follow-up, a technical question. You mentioned that online sales fulfilled at your malls will count toward sales. On the flipside, if somebody buys six pairs of shoes online and returns five of them at your malls, is that a net production to sales?

The answer is no, because it didn't occur at the POS.

Even if they return it into your mall, it did not?

Correct.

All right, thanks.

Thank you ladies and gentlemen. I'd like to now turn the call back over to Mr. Simon for closing remarks.

Okay. Thank you. Sorry the call dragged on that long. Steve has been great part of the group. We've got another year to torment him, so I'm sure you'll see him around. And we will make sure that we will undergo the extra torment for the next year. So anyway, thank you, have a good one.

Thank you ladies and gentlemen, this concludes presentation for today. Thank you for your participation in today's conference. You may now disconnect.