西蒙地產 (SPG) 2017 Q4 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the Simon Property Group Q4 2017 Earnings Conference Call. (Operator Instructions)

As a reminder, this conference call is being recorded. I would now like to turn the conference over to Mr. Tom Ward, Senior Vice President, Investor Relations. Mr. Ward, you may begin.

Thank you, Tekia. Good morning, everyone, and thank you for joining us today. Presenting on today's call is David Simon, Chairman and Chief Executive Officer. Also on the call are Rick Sokolov, President and Chief Operating Officer; Andy Juster, Chief Financial Officer; and Steve Broadwater, Chief Accounting 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 the risk factors relating to those forward-looking statements.

Please note that this call includes information that may be accurate only 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 IR website at investors.simon.com.

For our prepared remarks, I'm pleased to introduce David Simon.

Okay, good morning. We had a strong results to wrap up a very good year. Our FFO for 2017 was $11.21 per share, which includes a $0.36 charge for the early redemption of our senior notes.

On a comparable basis, full year FFO per share was $11.57, an increase of 6.4% year-over-year, which, without question, will be at the high end of our peer group. To put our FFO per share in perspective, the $11.21 is more than $4 billion in total funds from operation, which is the highest amount we've ever reported and the highest in the industry. Through active portfolio management, disciplined investments, relentless focus on leasing and property management operations, our annual FFO has increased almost $1 billion since we completed the spin-off of Washington Prime Group less than 4 years ago. Yes, $1 billion.

We have achieved the compound annual FFO grade of 8% over the last 3 years and more than 12% over the last 7 years. Our growth rate has outpaced the growth rate of all equity REITs by more than 400 basis points over the last 7 years and has been more than double the rate of earnings per share growth for the S&P 500 over the same time period.

For the fourth quarter, FFO per diluted share was $3.12, an increase of 7.2% year-over-year on a comparable basis. And as a reminder, our fourth quarter results were impacted by the closure of our 2 Puerto Rican centers due to continuing restoration efforts of those centers. We continue to report solid operating metrics and growth of cash flow. Our malls and premium outlet occupancy at the quarter ended at 95.6%, an increase of 30 basis points compared to the occupancy at the end of third quarter. Our ending occupancy was impacted by the bankruptcies processed during the year as well as some of the new space we added to the portfolio from our new development and expansion openings.

Leasing activity remains solid and improving. Average base rent was $53.11, up approximately 3% compared to last year, and the mall and outlet recorded leasing spreads of $7.42, an increase of 11.4%.

Reported retail sales per square foot for our portfolio was $628 compared to $614, an increase of 2.3%. Total portfolio NOI increased 4.5% for the year or more than $265 million, and comp increased -- NOI increased 3.2% for the year, 2.2% for the fourth quarter.

On an NOI weighted basis, our operating metrics were as follows: retail sales, reported retail sales on an NOI weighted basis would be $779; occupancy would be 96.3%; and our average base minimum rent would be $68.97. We opened 5 new developments in '17, totaling 1.9 million square feet, which all promise to be really good additions to our portfolio.

In the U.S., we opened [North Hook] Premium Outlets, The Shops at Clearfork in Forth Worth, Texas. Internationally, we opened Siheung Premium Outlets in South Korea, Genting Highlands Premium Outlets in Kuala Lumpur and Provence Designer Outlets in, obviously, Provence, France. Construction continues on 2 new outlets in Edmonton, Canada and Denver, Colorado. It used to be called the Intermountain region, if I recall. And they'll open in the spring and fall of this year, respectively. We've also started construction on 2 international outlet projects in Mexico, in Malaga, Spain and both of these are expected to open in the fourth quarter this year.

Transformational redevelopments and expansions at our Marquis Properties continuing -- continue adding a total of 635,000 square feet, including the La Plaza Mall in place of a former Sears store. Other expansions include The Galleria. In Houston, the second phase of the shops at Riverside, Woodbury Commons, Allen Premium Outlets and Roermond Designer Outlet in the Netherlands.

We will also complete major redevelopment expansion projects this year at some of our most productive properties, including Aventura Mall, the redevelopment at Town Center at Boca and the Toronto Premium Outlet's expansion.

In addition, we expect to begin construction this year on a number of transformational projects. Where we will replace department stores with significantly more productive uses at Phipps Plaza, King of Prussia and Southdale Center. As a reminder, we expect to fund these redevelopments and expansions and densification projects with our internally generated cash flow after our ever-increasing dividend.

Now let me talk about the fourth quarter. We acquired and gained control of 12 Sears stores in our portfolio. We acquired the 50% interest from Seritage in our JV, of 5 Sears stores. They are included Brea Mall, Burlington Mall, Midland Park Mall, Ocean County Mall and Ross Park. As part of the transaction, Sears announced these 5 stores will be closing in the next few months, and we will begin redevelopment shortly thereafter.

We have now acquired the right to terminate 5 leases -- existing leases of Sears stores at the following locations: Broadway Square, Cape Cod Mall, Northshore Mall, South Hills Village and Tacoma Mall. And we also bought 2 Sears stores at Stoneridge Shopping Center in West Town Mall.

Turning to the capital markets, of course, we were active continuing to lower our borrowing cost. We issued $2.7 billion of new senior notes with an average term of just under 8 years, 7.9 years to be accurate, at a weighted average coupon of 3.07% and retired $2.6 billion of senior notes, saving 60 basis points.

We amended and extended our $4 billion revolving credit facility and lowering our pricing grid at the same time. It now matures in 2022. We completed 20 mortgages, totaling $2.9 billion, which our share is $1.8 billion at an average interest rate of 3.37% in a term of 6.7 years.

Our liquidity ended the year at approximately $8 billion. We continue, without question, having the strongest credit profile in the REIT industry in the entire world. We ended 2017 with a net debt to EBITDA of 5.5x. Our interest coverage ratio was 5x. And we continue to have an A and A2 rating, which we actually think is undervaluing our credit. Our balance sheet is as strong as ever. We -- providing us with superior operating financial flexibility to continue to create long-term value for our shareholders.

And I reiterate, this is a distinct advantage that continues to be overlooked by the market.

Dividend. We paid a record dividend of -- in 2017 of $17 -- or $7.15 per share and achieved a compound annual dividend growth rate of a more than 11.5% in over 3 years and more than 15% over the last 7 years. And today, we announced our first quarter dividend of $1.95 per share for this quarter and a year-over-year increase of 11.4%.

Now turning to guidance, and we're ready for your questions. Our guidance range is $11.90 to $12.02 per share. This represents 6% to 7% growth rate compared to our $11.21 we reported. Our range is based on the following assumptions: portfolio NOI growth above 3%. No plan to acquisition or disposition activity. Interest rate and foreign exchange rates based on current consensus and a continued share count -- diluted share count of approximately [358 million shares] (corrected by company after the call).

We're now ready for your questions.

(Operator Instructions) And our first question comes from Caitlin Burrows of Goldman Sachs.

Since 3Q earnings, we all know that M&A has been in the headlines for the industry, and you didn't touch on it in the prepared remarks. So I was just wondering, well, first as far as we know, you didn't put in a counter bid for Westfield and GDP. So thanks, because your stock might be lower based on conversations we've had. But second, you say you're -- in the past that you're out of the big deal business and my question is more just around why, what's different now versus in the past when acquisitions like Mills, DeBartolo and Prime made sense. Is it that the math doesn't work out at current share price? Could it work with more leverage, but you don't want to go there? Is it operationally, you get less out of it than in the past? Just wondering what's different now versus in the past?

Well, I mean, that's -- I think I need that written -- I need that lifted in a written way to answer all of them. Look, I think here's what's ironic and funny about all this M&A activity. The market was dying to have a mark on a portfolio, okay? Dying. Oh my God, we don't know what the value of regional malls are. Unibuy, as you know, has agreed to acquire Westfield and they did it at a very healthy valuation, and yet the market yawned on it. So I just find the whole thing ironic. We continue to be out of the big deal business. We're not involved in any of the activity there and you're best asking those participants how they feel about it. We've got a lot to do to continue to grow our company. Nobody has our growth. I mean, I -- to sit back and think about it, we grew our FFO. We spun off, by the way, with WPG, I think, if I remember right, about $200 million of FFO, more or less. We made $1.2 billion back and not with a lot of M&A activity, frankly. So we've got a lot to do. We don't need to do anything. I think all of this activity reinforces the strategy that we've had that I think, a scale in any and all industries is important. Our balance sheet is underappreciated. I think if you look at the Unibuy Westfield transaction and compare their debt to EBITDA as compared to ours at 11.5 to 5.5, yet with the same ratings, you will see the amount of firepower that we have. But right now, that firepower is on the sidelines, and we're not involved in any of the activity. But anything that we do, I'm pretty sure that will add value to -- including buying -- remember when the market puked all over Aéropostale? I'm happy to tell you it had a record year. IPCo and OpCo did over $40 million of EBITDA. We bought it for 1x cash flow and it's alive and kicking. So whatever we do, we're hoping to add value to, and we wouldn't do a transaction, including any redevelopment or development that wouldn't add value to. But the market guidance mark, and I think the market should be pleased that it's got it's mark.

And I guess just on that topic of staying on the sidelines. I just want to hear your thoughts on, does that mean though that Simon as a company is still in touch with discussions that are going on, deals where they were occurring and it's a deliberate decision to stay in the headlines? I've heard some concerns from others that by staying in the sidelines, Simon might be missing out on some rare opportunities. So just want to hear your take on how I'm assuming that's not actually the case.

Well, again, I said we're not active. But I can, in that activity, but I would venture to say we typically be -- we're typically buyers when no one else is and we're typically not buyers when everybody else is. And that's just the way it's been, and that's why we have $12 projected this year of earnings, which is way ahead of everybody. That's why we have the balance sheet that we have that's way ahead of everybody. And we're a little bit different than most. I hope you accept it and appreciate it.

Got it. And then just one on a different topic, if I could. You mentioned the firepower that you guys have in terms of your balance sheet. Just looking at your development pipeline, the portion that's in process now. It is down from last year and the year before. So I was just wondering what the outlook is to getting this up again. I know you mentioned a few upcoming transformational projects, so is it just that they weren't yet in process as of the end of the year? Or is it that the amounts that have been completed just haven't been able to be replenished?

Well, look, we -- for whatever reason, we don't put a -- I don't know, the word fabricate is a bad word, but we don't put our shadow pipeline in numbers. What Tom does is show you what deals we've approved and basically are under construction. So as an example, the Sears transaction that I spoke about, none of that redevelopment activity is in that number nor is Phipps, nor is King of Prussia. And I'll go down the list. So what we do is we tell you the truth. When we approve it and we're about to spend money on it and it's been approved by our Appropriations Committee, it goes into the 8-K and we spit it out to the market. We don't think we need to do a shadow pipeline because I don't know, it's a waste of energy to try and do it. We have plenty to do and will be as aggressive as ever. But on the other hand, one of the hallmarks of our company is our return on investment, our return on equity because without that you can't grow your earnings and we are about growing our cash flow. Cash flow growth leads to dividend growth, which ultimately or discounted cash flow model leads to more value in the company. Operating metrics do not, okay? Operating metrics do not. What leads to valuation growth in my opinion, and certainly in the real estate community, may not -- maybe not in the technology area, but is cash flow growth, return on investment and -- so the long answer to your question is, we have a lot to do, and a lot of these projects are in the process of being finalized in terms of scope, scale, pricing. And once we formerly approve it, it feeds into our 8-K, and you'll see that number go up.

Got it. And yes, if you want to note that -- I noticed that the rate of return did increase to 9%, so that's great to see.

Our next question comes from the line of Craig Schmidt with Bank of America.

It's Jeff Spector here with Craig. Just a clarification on the guidance. I believe, David, you said that portfolio NOI growth over 3%. Can you provide a little bit more detail on that? Is that -- that's not same-store, correct? That you're just talking about the...

That is not same-store. Same-store, the way we define it, will be slightly less than that. We're trying -- not that I want to like name companies, I've already named one. It's probably not a good idea to keep doing it. But we want -- we see what others do, like Federal, where you focus on the NOI growth, we're trying to get -- as our company gets bigger, the impact of an expansion and a new project becomes less. And it's easier for us to describe it just in terms of our total portfolio NOI. So we're trying to get folks to start thinking about like that, like they do with Federal. And again, I'm not criticizing -- great company. I'm jealous, much higher multiple and it seems to like the way they do it. And so we're focused on that, but it'll be slightly less than the 3% based on our numbers today.

And can you provide any of the details behind that in terms of what's the occupancy expectation or?

We're doing it exactly the way we did it last year and the year after. We do not provide leasing spread, forecast. We do not provide occupancy forecast. We've never done that, Jeff, and I have no real desire to do it. Again, we can just be obsessed with metrics. I'm obsessed with continuing to grow our company, make our company better. I'm not obsessed with metrics, and I think, unfortunately, we can get into that rabbit hole. But the reality is, I encourage you to look at $12, compare it to the peer group, look at our multiple, look at our dividend yield and then come up with your investment recommendations.

Okay. I think Craig has a follow-up.

Yes, I just wondered, as the project's changing in some degree that let you go from 7% to 9% in the stabilized returns for the mall?

There's always a mix change. We are excited. And again, Craig, we are excited about the redevelopment efforts that we've got on the drawing board from Phipps, to King of Prussia to the Sears transaction. So there's going to be -- I can't tell you how excited we are to get these spaces back, where the media like to make it as the beginning of the end. We think it's the rebirth, okay? And I can't tell you how excited we are to continue to do our varied redevelopments. The biggest issue for us is just managing all the activity. It's not from an investment point-of-view. Again, if you look at our business, people can grow their company if they increase their leverage, right? Now technology companies, if you looked at their quarter-to-quarter increase in debt, you'd be really surprised by how much maybe they're buying growth. We're actually trying to keep our balance sheet relatively flat because we know that there's a lot to do. So in that sense, if you look at our net debt, it's relatively flat year-over-year, which is still kind of remarkable, given that we've had all this activity.

And Craig, I would just say you just follow, our NOI has been increasing every quarter. Projects roll off and new ones roll on. The beauty of our redevelopment positioning is that we are able to manufacture new redevelopment projects that continue to enable us to grow our cash flow.

Great. And then just of the 12 Sears stores that you gained control, how many will be under construction in '18?

Well, that's hard to say. I mean, we still have permitting to go through. So let's put it this way, all of these are well advanced in terms of plans, and we're all through -- we're going through the permitting process, but I would hope to begin a handful this year.

Our next question comes from the line of Michael Mueller of JPMorgan.

I have 3 questions here. I guess, first, what was the NOI weighted leasing spread compared to the 11.4% you reported? Second, can you kind of talk about 2018 store closure expectations versus what we saw last year? And then third, it's a little bit more of a technical question. Curious why the Edmonton outlets are considered a Mills project on the supplemental as opposed to an outlet project?

Well, I'll try to take them in the reverse order. So it's basically -- if you know Caisse dépôt, they basically own the Mills up in Toronto, Vaughan Mills. They built one in Vancouver -- South Vancouver. And if you look at Edmonton, it's really enclosed. It's got a lot of the big boxes and it's really more of a Mills type of physical product than it is an outlet center where outlet centers tend to be open air and village setting. So it's got, I don't know on the top of my head, but 12 to 13 boxes.

At least.

Similar to what we would have here in our mills and what they would have their up in their Canadian Mills. So really -- it's really a Mills project. Second, is -- you look. If I remember the numbers -- in 2015, we lost $900-some-odd thousand. 2016, we lost $300,000, $250,000 to $300,000. '17, we lost $1.2 million, right? Good numbers, Steve?

Yes, those are good numbers.

Okay. So good, my memory's still with me. And we -- look, it's hard to predict, but I would think that it's going to be significantly less than '17. And that's the good news. And the opportunity is, look, we -- it is much as you -- and I want it more than you want it, okay? So let's just be clear. I want it more than you want it for that lease up to occur when you lose $1.2 million. It does take time and if you miss a season, it's a process. So and that's why to some extent, our occupancy dropped in addition to some of our adding some new space. The basically -- the over 2.5 million square feet of new space between the new centers and the expansion. So the reality is we got work to do to get our occupancy up. I expect that number to be down. And then on your final, the rent spread on the weighted is slightly less than that number. I don't have it at the top of my head, which is I know, surprises you, surprises me as well. But we can certainly work on that and get that to you.

Our next question comes from the line of Alexander Goldfarb of Sandler O'Neill.

Okay. 2 questions, David. The first one is on the tax cuts, the retailers themselves, corporately, are among the biggest beneficiaries on tax rate. Yes, they were north of 30% effective. So obviously, they stand to benefit big time. We've seen wage increase, bonuses. What are you seeing from the retailers themselves as far as reinvestment in their stores, in their brands, in their platforms? And how do you think it plays out at your centers?

Well, I'll let Rick answer. I'll just be very less wordy. In my prepared remarks, I said improving. So I think the fourth quarter sales were improving. Not every retailer. I mean, some retailers, yes, no. But, I mean, generally, improving. The mood is improving. And obviously the tax, given where retail started with the border adjustment tax to where it ended up, I think is good for the general retailers. And I think they've all concluded, thankfully, somewhere in a better position to do it than others that reinvesting in their store is not such a bad idea. Rick, you can add to that?

And we would like to see them invest more because the physical atmosphere that we can provide in our stores is going to be very important. All 3 of our platforms were up year-over-year in sales. Happily, we also found some firming in the tourism markets. Where several of the markets that had been down are now showing some strength, so that's helping as well and we are encouraged about the trends there.

Okay. And then the second question is, David, between -- yes, the impact on Puerto Rico, and I'm not sure what you guys are now recovering on business interruption insurance...

Alex, let me interrupt you there. We don't recover anything on that because I won't go through the arcane, which I could, but I'll leave the accounting arcane treatment to the side. The reality is we cannot book business interruption insurance until we get. So there is no income whatsoever when it comes to Puerto Rican assets, okay? And we explained that to you last time. Even with that said, when we started our guidance in -- put the redemption cost aside, when we started our guidance, I left some of these headlines about guidance short, guidance this, guidance that. Yet no one -- I never see the headline that says highest growth in the industry. I'm waiting for that, Alex. You could probably start that trend. But even with losing Puerto Rico and the bankruptcies that in a lot of cases were unforeseen, we did meet beat our guidance that we laid out for you in this time last year, okay? And not like our normal crush upbeat, but we beat it by $0.03, $0.04, something like that, Tom. I'm looking at Tom. So again, I just hope you appreciate that. I mean, it's not -- it just doesn't -- we don't roll off the log here. We grinded out and we did beat our earnings when you take out the redemption charge despite Puerto Rico not being in the numbers. And then, obviously, the decrease in the NOI loss from Puerto Rico, which is not a crazy number, but it's few cents.

Okay. Well, just to finish the question, David. Just curious how the rise in interest rates put the benefit on FX? How those 2 netted out as you guys laid out your 2018? Is that in that wash? Or is it a favorable or unfavorable one way or the other?

It's basically a wash. We're not that levered with that much floating rate debt for that to really hurt us that much. And then obviously, our international businesses, about 10%. So when you put it all together, it's not going to -- it's on the margin.

Our next question comes from the line of Tayo Okusanya of Jefferies.

Just following up on Alex' question about FX. Could you talk about the impact of FX on same-store NOI in '17, where I believe it was a bit of a drag versus in '18, when you take a look at consensus estimates and FX should actually be a positive to same-store NOI growth?

It's basically flat. And again, the good thing about it, it may help tourism in the U.S. which we get a benefit of. So we'll see. But -- so it's not material in a sense. And again, remember that international, in our -- that's why we try to guide you toward portfolio NOI. But international is not in our comp NOI. You know that, right?

Yes.

Okay, so -- but the only benefit that we will see from the domestic, which is what we do for same-store NOI, is what impact the weaker dollar will have on the tourism spend, okay? Not the foreign exchange number. You're with me, right?

Yes, correct. That's helpful. That's makes a lot of sense. Second question, you have a kind of an expansive list of densification projects here, that's kind of good to see. Just curious with your partners in these densification projects, are you participating in any of the upside associated with these upcoming hotels or office buildings or anything of that nature? I'm just trying to understand and -- I'm trying to understand the relationships and how it works.

Well, of course, we're -- if we don't do it ourselves, and we're partners, of course, we'll -- we participate as a joint venture. A lot of these deals that we've done are 50-50 straight up deals. We get the value of the land, which in some cases is higher than what our book basis is. It's never been lower. And then we share on the upside, absolutely. And then I think with time, there'll be a trend for us to do more and more of these on our own. As an example, at Phipps, we plan on doing the hotel, the Nobu hotel on our own. The office building that's programmed in that at this point is on our own. We may or may not bring a partner in. But although if we do bring a partner, we'll certainly have upside. If we just don't sell the opportunity at a premium and then let them develop it.

And I would point out that this densification is not new for us. We've been doing this for a decade. And we've been reaping the benefits as we decide when we want to asset manage and we've sold a number of these densification projects and made a lot of money doing it. So we've been doing this for a long time, and we're just continuing to come up with incremental opportunities.

Okay. So I guess the expectation is that in '18, we should see a decent increase in the income from unconsolidated entities from all these JVs?

Well, it's -- a lot of these are under construction. So I don't think '18 is a big year for that. But they'll be some.

I think you will continue to see more and more projects being added in our portfolio. We had a substantial increase quarter-over-quarter in the number that we included in the CAGR.

Got you. Okay. Just one for me. As in press release is about the Teavana situation has been resolved between the 2 parties. Is there any colors or commentary you can just kind of provide about lessons learned through that process?

From us?

Actually, from both sides. Because just -- I'm just kind of curious how was it settled, what's the ultimate decision, does it give you confidence about some -- supporting your lease structures. I'm just kind of curious.

I don't think it's fair to ask us. The last thing we want to do is get into an argument with one of our clients. However, if we feel like it's not, and this is a generic statement, if we feel like it's not being appropriately dealt with, we have no choice but to do what we did. It's not what we want to do. We're not in that business, but if we feel like we have to protect our position, we will. And it -- but it took a lot of -- generically, when you have these situations, takes a lot of judgment what to do, and not something I'm excited about doing but if we have to, we will.

Our next question comes from the line of Steve Sakwa of EverCore ISI.

I guess, David, on the buyback, I noticed that the volume was much, much lower in Q4 than in Q3. And I'm just wondering was there anything that may be precluded you from doing buybacks? Or was there something about the share price? Or just your liquidity, obviously, is in very good shape. So I just thought maybe some comments on the buyback and how you're thinking about that in 2018.

Well, I guess, look, I think as I look at '18, and I look at -- and I really study other credits that are like ours or that at least rate at the same as ours, so I shouldn't say like ours, but rate at the same as us, I see a lot more firepower than they do. And that it's important for us to maintain their rating, but I think we are underappreciated by how they evaluate things. So it as a long story short, gives me more -- a stronger position to continue to be more aggressive than we were in the fourth quarter. The fourth quarter was just kind of an anomaly, and that it wasn't anything legally precluding. There was a period of time when the stock really got hit, and we went in and then it jumped back up. So we -- and then before you know it, we're in the blackout period and then we can't do much more. So it's really more on that front, nothing other than that. But when I look at ratings of companies that are the same of -- same as ours, we have a lot more firepower and that gives me more confidence to be more -- perhaps, more aggressive here.

And just to be clear, you're not assuming within the earnings for next year that there's any buyback activity? So there's no benefits from potentially using the firepower on the buyback?

That is 100% accurate.

Okay. And then just, this is a little bit more of a minutia question, but when we look at, kind of, the income statement, home and regional cost as well G&A were down substantially '17 over '16. And I'm just trying to figure out, are the '17 numbers you think sort of good starting points and run rates to think about '18? Or was there something abnormal in '17 that brought this down versus '16?

No. I think they're pretty consistent. That's a new run rate. Look, at the -- you know the executives here did not have -- and again, you can get me go in philosophically, but we decided not to take any long-term incentive for '17. And take -- and express to the market that we're going to do what it takes to continue to run our business as we've also retired a couple of people that were -- that we haven't replaced at those kind of levels, but I think those are pretty close to the run rates more or less. If it's up, it's more inflationary up than anything else. But I would look for that to be more the new norm, may be slightly up just from an inflationary point of view.

Okay. And then maybe just a touchback on leasing. I know you sort of circled this a couple of times in your commentary about good and improving and maybe just get Rick's commentary. But as you sort of sit here today and kind of survey the landscape and the leasing environment versus, say, a year ago. I mean, it must feel better, but how many -- if you could just help us kind of quantify or think about kind of the environment today and the discussions with tenants versus, say, 6 months or 12 months ago.

It's Rick, Steve. It is clearly a firmer environment. The tenants are more constructive in their view of their store platforms. If you look at all of the comments that the tenants had coming out of ICR, I think all of them, basically, were saying that we have made progress getting our portfolios right side. David has already commented, we view '18 is hopefully going to be a less debilitating year in terms of reorgs and bankruptcies, and we're doing a lot of leasing. We have made substantial progress on the bankruptcy space, we've got back. We're leasing at a rent that, for the most part, are higher than the rents that the bankrupt tenants had, and we are encouraged. And frankly, it doesn't hurt that we have a great portfolio of properties the tenants want to be in.

And there seems to be just one other small point on that is there seems to be a lot of the -- and without naming names, a lot of the folks that are -- that were a little sketchy last year, seem to have stabilized their business a little bit more. So again, that doesn't mean there is not a shoe to drop with 1 retailer versus the next, but it does seem to -- there does seem to be a sense that some of the folks that were got have gone left or right are, kind of, stabilizing their business.

Our next question comes from the line of Christy McElroy of Citi.

It's Michael Bilerman here with Christy. Maybe Rick, or David, just looking on the leasing thing as you think about the pace of your openings. This year in the Page 23, you're at 6.7 million square feet. You had been a little bit over 8 million a year before and consistently in that 7.5 million to 8 million type of range. You have almost 8 million square feet expiring in '18. Can you talk sort about that actual pace and if you feel like there's going to be an increase in the opening pace or what may have held back some of the openings in terms of back selling the higher amount of bankruptcies this year?

Well, let me first address in terms of our renewals. We are right on pace on our '18 renewals today, as where we were in '17 with our renewals. And we -- as David indicated, we're still seeing a relatively strong volume coming in. We have a large portfolio. And as we work through, we have, to a degree, a clumpier process because we deal with our tenants on all their expirations, so it's a little lumpier. But we do not expect that we're going to have any significant diminution in activity this year as compared to last year. As you saw our average rents are up and our spreads are up.

Going back to the same-store NOI, David, on Page 19, you laid out pretty clearly the components of that growth. And so are you going to not provide that information now that you're not providing the guidance from a comparable and a total perspective?

No. No. No. That number will be the same. I mean, that page will be the same. And I provided -- if somebody asked me the question, I'd provided the same guidance we provided last year. So we've given you the guidance, and that page will continue to be the same and we'll continue to report both same-store and portfolio NOI. We just are trying to explain to you we think one is better than the other, but you'll get both numbers and you'll be able to decide what's relevant.

Right. Well, I guess the question is just try to define slightly in people, different people may have different views. The spread this year between [comparable] and total is 130 basis points. I don't know if 130 -- that seems more than...

All right. Well, okay. I mean, we don't have to get into semantics too much, but it's fine, Mike, well, our -- we expect it to be about 2% in same-store, but again, our business is -- it's a little bit more difficult to -- and again, we thought we'd be at 3% last year and we beat it. We like to beat our numbers, as you know. We have, again, another unrivaled history on that. An unrivaled earnings growth, unrivaled dividend growth, unrivaled balance sheet. Also, unrivaled beating earnings expectations. And obviously, as you -- and Tom and I spend a lot of time looking at comp NOI over a long -- short periods of times, long period of time and it's safe to say we've outperformed that both from a complete real estate point of view as well as within the retail sector. So to put all that aside, we would hope to continue to do that. But it's a little -- our business is not as -- it's a little bit more of an art and science. There's more levers, a little bit like the hotel business as opposed to, say, the office business or even the apartment business. So that's why we always try to guide you towards this kind of range as opposed to that kind of range. Because there's a lot more moving pieces than some of those others. But it's expected to be above 2% and our portfolio NOI is expected to be about 3%, and that's exactly what we told you last year. And we'll provide the same -- I think you find Page 19 helpful, is it, Michael?

It is.

We will continue to provide Page 19.

And then just a strategic question. As you think about running a company, a lot of those times status quo has more risk in it in pursuing some sort of transaction, derisks the company in some ways. And you think about your history in terms of going to the outlook business buying Mills, expanding internationally, spinning off WPG. In each of those, the resulting entity was stronger relative to the status quo. And I'm just curious how you think about the status quo today in terms of your 3 divisions and your geographical exposure. And you can (inaudible) a little bit of what Unibuy is doing with Westfield, right? There status quo of being a predominantly European French focus company may have had more risk and diversifying their entity into the U.S. Mall business to them was the attractiveness relative to status quo. So how do you think about the go forward as Simon sits here today terms of having those 3 divisions and your geographical exposure.

Well, I would say we are, without question, in my opinion, perfectly positioned to continue the success that we've had over the last 20-plus years. So there is absolutely nothing that I think we are not appropriately positioned for future opportunities. I don't feel -- the only thing I feel compelled to do is to make our existing real estate better. That I feel with a complete unmitigated, unrestrained passion. I also think we need to, without question, work our tails off to figure out how to connect with the consumer in lots of different ways. But I certainly don't feel that we need to be better positioned or that I'm losing out on the M&A activity. I just don't -- I don't beat to that drum and I don't think we need to. And in fact, I think, most people are catching up with what we've already done. So I don't -- that I don't worry about. I worry about absolutely making our existing real estate better. And I worry about how we continue to want to connect with the consumer. And we'll always find interesting things to do. I mean, the market, Michael, we gloss over what we do, but we did open an outlet in Kuala Lumpur, okay? We do have a great presence, and I don't think anybody other than Taubman, I guess, has a presence in China. We do have an International business. We do have diversity in product type. We do have a great balance sheet. Our people are good at what they do. I'm not that shabby. So I don't know. I think we're okay, but the passion here is how do we make our existing real estate better and if there is external deal to do that we think is opportunistic for our shareholders then we'll take advantage of it. But I don't -- I really, really don't feel compelled that we have to do that to continue our leadership position. That's -- I don't feel that at all. Now I will say this, I mean, I think these folks are catching up with us. We'll see if they are successful. I believe they'd embraved it, it ain't that easy. It's not -- it doesn't -- you're going from a piece of paper to cash flow is a differently leap of faith, and so we'll see.

And how do you feel just about Europe, you always have the stake in Klépierre and you used Klépierre to consolidate Corio a number of years ago. There's been some M&A activity in that marketplace. How do you sort of feel about owning a 20% stake in a public security, you're obviously Chairman of the Supervisory Board with a lot of control. But just how do you sort of think about Europe in that context with activity going on there as well? And what you could do?

Well, listen, I think we bought opportunistically, as you know that it's interesting Europe. They're all excited about the growth there that's finally, catching up with the U.S. I am very comfortable with our investment there and what the job they're doing. We've done a lot with that company, we'll continue to make it better. But again, I don't feel from that standpoint that they are missing out. Some of these M&A activities, the shareholders of the acquirer, they're pretty much beyond, if not [puked] and they're somewhere in between, right? So we at Klépierre have a lot -- I think a lot to continue to do to improve the company, and they're doing a very good job of it. And I feel very comfortable with that investment. And I'm pleased to see that there's green shoots in France and they're starting to grow from the entrepreneurial spirit is coming back to an area that truly, truly needs and deserves it.

Our next question comes from the line of Haendel St. Juste with Mizuho.

I wanted to follow up on an earlier question about sales. Curious about actually the 2% sales growth from the fourth quarter. Surely a positive, and I think the 4 consecutive quarter of sales per square foot growth. But most of it surprise that sales per square foot were up a little bit higher. After all, you had pretty easy comps, given 2016's weak holiday season last year in the fourth quarter, I think you did minus 1%. So adding that plus all the hype around how great this holiday season was from the media. Maybe you can help me reconcile that and add a bit more color on which category is may be way down your growth and maybe some of the out performers.

Well, this is -- I mean, the number is -- the number that the retailers report to us. They're in the Retail business, there's always winners and losers every quarter. There's nothing extraordinarily -- there's no extraordinary insight that I have that will help me answer that question. And I don't know, Rick, if you -- the number's the number as well as all I could tell you, but, Rick, if you have some insight.

The only thing I can tell you is that just in terms of categories, the entertainment, women's better and moderate and kids' shoes were better. Regions, the mountain Mid-Atlantic Pacific and Florida were stronger. I think, again, reflecting the point that David made earlier that tourism is back a little bit. And I agree with David, our sales number is a derivative number from our retailers. We are certainly doing everything in our power to draw more people to our properties. But ultimately, the retailers have to convert them once we get them there.

Okay, fair enough. Perhaps, do you guys also have an NOI-weighted sales per square foot growth figure year-over-year and trying to get a sense of how that number...

Whatever that number that we had last time. I don't know. Tom, can follow up?

In fact, it's up a little higher than it was. It was up almost 2.4%.

Okay. And one more, I guess, on the transaction market. I'm curious if you're may be seeing a few more assets in the marketplace. Have you noticed the change in perhaps seller's sentiment for the quality assets that you want. Given the recent transaction marks provided. And I guess, understanding you're not -- that you're watching, but not necessarily interested in participating in the M&A going on around you. Is it fair to assume that you are interested in high-quality assets should they become available? I guess what I'm trying to figure out you have -- as you outlined $8 billion-ish of liquidity, $2 billion of cash. What you're planning to do with it?

Well, I mean, I kind of -- we work kind of hard to build that up. So I mean, it's -- I view it as an opportunity, not that look. I think, at the end of the day, we're going to be focused on good real estate. In terms of our external activity. we're going to be focused on good real estate that we could add value to priced right. And if we can't find that, we won't buy it. And if you look at our track record, we've done that. So let me repeat, good real estate, one. Two is where we can add value and 3 is appropriately priced for us. And somebody may have pricing view that's different than ours, and we may be right or we may be wrong. The only thing I can point you to is our track record, and I will assure that every time that we did an M&A deal, we were wildly criticized. From CPI to I don't -- when DeBartolo was so long ago, I don't even think people remember it, right? I barely remember it. I mean, suddenly Rick showed up at the office one day and I go, "how did you get here?" But CPI to buying Chelsea, to buying the Mills, I mean, there was not one deal that the market said, "Boy, you guys did a good job." So now, the concern is we're not buying anything. It is what it is. We find those 3 metrics. We'll do something. If we don't, we won't.

Okay. But just connecting the dots. It sounds like there isn't anything more incremental in a marketplace that perhaps, you're noticing a shift in sentiment or perhaps a change in the quantity of quality assets available?

Well, look, I think the good news from -- you're a market participant and the good news for you is that you've had a couple of companies that are obviously, very thoughtful smart companies from Brookfield to Unibuy that have given you a mark. Unibuy's given you a great mark in terms of you want to value U.S. real estate. And I know the market really was dieing for that, and there it shows up, yet, it's not enough. Okay? But I would say to you, that's a pretty healthy mark, if you're looking at wanting to understand what existing pricing is today.

Our next question comes from Vincent Chao from Deutsche Bank.

Maybe just a follow-up question on this liquidity. You've talked about firepower quite a bit and the strength of the balance sheet. But regardless of what the investment is, whether it's share buybacks or M&A at some point in the future or development. I guess, how comfortable are you in picking up your leverage? Sounds like you think we are not getting the credit for your leverage that some of your similarly rated peers are. So I mean, I guess, would you be comfortable going to 6.5, 7?

Well, I don't want to pick a number on, but I would encourage you to look at who's rated the same as us in the retail space and look at to me the most -- and I'm and old wine guy, I'm so old that I still call private equity leverage buyouts, okay? That's the pure definition of how old you are, right? Whether you say private equity or leverage buyouts. I'd encourage you, Vincent, to look at this in real tail real estate, really look at debt-to-EBITDA, ours versus the peers rated in our category. And you can see there's a wide really shockingly big spread. So we're trying to assess that. What does that mean for us or why is it that way? We don't have really good answers, and so it's a work in progress. But we're paying attention to it. There shouldn't be that big a spread.

Okay. And then I think we've touched on this in the past. But of the 1.2 million square feet that you referenced from 2017 bankruptcies, how much of that is expected to come back online in 2018?

We have already brought back online almost 50% of it, and we're making really good progress on the balance. And the tenants that are coming in are frankly, great, productive, growing tenants that are good to be more productive on their tenants to close and they're paying higher rents. So it is a very productive process, but it certainly does have an impact while we're going through it.

Got it. And just one last one just in terms of your contractual rent bumps, what is that currently averaged for the portfolio?

In terms of what we're including in our leases?

Right.

Typically, they are 3%.

Our next question comes from the line of Rich Hill from Morgan Stanley.

I think this is a question for David and Rick, maybe together. Look from our perspective, and I think probably yours as well, the retail narrative was really strong in 4Q with sales improving. So I was a little bit surprised to see overage rents looked to be maybe down around 13% year-over-year. I was wondering if there is anything that may be drove that, you had mentioned Puerto Rico being closed in the fourth quarter. So may be just...

Yes, so the simple answer is, yes. Puerto Rico, we did have overage rent from Puerto Rico that we have to take out. But also remember that, and you see this in our average base rent going up, so it's our job to take that overage rent each and every year when leases rollover to put that in the minimum rent, right? So as the lease rolls over, let's say, they're paying $10 of base rent, $10 of overage rent. It's our job to get that to $20 of base rent, right? So we can take out the volatility. So part of our job is to always eat into that. And in a robust sales environment, historically, you've had folks that even though, we've eaten into their overage with increases in base rent, there's a whole slew of others. But since sales have been kind of flattish over the last couple of years, you're seeing the impact more of us converting the overage into the base rent and you're seeing that in the average base rent increase.

Our next question comes from the line of Nick Yulico with UBS.

A couple of questions on occupancy. In the third quarter, you mentioned you had a 30 basis point negative drag on total occupancy from new centers. What was that impact in the fourth quarter?

Similar.

Okay, so -- I'm just trying to understand why the year-over-year occupancy dropped more in the fourth quarter than third quarter?

We had that -- we processed a lot of bankruptcies in the fourth quarter. Again, remember they tell you when they are going to close and just to function the bankruptcy processing.

Okay. And then just lastly, in terms of your occupancy, I guess, in the fourth quarter and over the past year, hoping to get a breakdown of long term versus short-term tenants? And how that trend has changed in the past year?

It's -- we -- our definition is -- hasn't changed so the numbers are the numbers, okay? We only include it if it's a year end and if it's less and it's not in our numbers. So it's all in -- our year-over-year comparison is appropriate, the number hasn't changed or the definition hasn't changed.

Our next question comes from Floris van Dijkum with Boenning.

David, quick question for you on, sort of, touching upon -- follow up on other questions you've had as well. But with the Westfield comp out there at a relatively low cap rate compared to where consensus peak -- consensus is for AMO guys, there seems to be 75 basis points certainly relative to where you're trading at today. Why aren't you more aggressive? Or will you become -- does that make you become more aggressive about share buybacks heading into '18?

Well, first of all, you can't buy stock back in a blackout period unless you have a -- what's the word I'm looking for?

10b-5.

10b-5, okay? So -- and you set guidelines on a 10b-5. So unless those guidelines are met, you can't buy it. But the reality is I think I intimated that yes, it's something we're thinking more and more about.

Okay. Another question I had regarding your 12 Sears boxes that you now control. Presumably, they're not in your redevelopment pipeline, as you mentioned earlier...

Well, it's not -- presumably, they're not. You can take out the word presumably.

Right. They are not, but I was going to say, but presumably, the returns on those 12 boxes would be in excess of your overall portfolio and based on what -- certainly what Seritage has been able to achieve on their space right now, any ideas or any advanced thoughts on any of them that you can share in terms of maybe turning some of this space into small-shop space? Or is it mostly going to be junior anchors?

It's -- yes. No, it's a legitimate question. It's all over the board. As these transactions are permitted and approved internally then you'll see exactly, and it will be -- some are just box-per-box. A lot of them are tear-down and redo like what we did in McAllen, Texas. And like what we're going to do with King of Prussia, with Penney or like what we're going to do with the Belk department store at Phipps. So it's really all over the board. And we'll, obviously, Floris, as we get all of that done, permitted, priced out, approved, that'll flow into our 8-K. And you'll see exactly specifically what we're going to do there.

Okay, great. Last question, I guess, is maybe if you can make a comment broadly on TIs and one of the concerns that people have is, TI package is, certainly, in some of the strip companies but also in some of the other Mall companies, had been rising a little bit. Are you seeing any sort of trends there in terms of what you're having to offer your tenants?

If you go back over our TIs over the last 5 or 6 years, they've been in a very tight range. And I think it's important, we vary rarely give any TIs on renewals. It's only for new leasing activities when we have a slightly elevated TI because we've been able to do more restaurants or design new tenants, but it's been in a very tight range and we're not seeing any material increase than what we need to give tenants in that area.

Our next question comes from Linda Tsai with Barclays.

Following up on Floris' question. On the future Sears redevelopments, are you thinking about the spaces any differently? As in, would you be less interested in letting apparel tenants fill the boxes, just given how competitive the space remains, even if some brands had a better holiday?

We are focused on making our properties better. And as David said, we've got very defined plans for all 12 of these. We are far down the road in our approval and leasing process. We have apparel tenants, we have restaurants, we have mixed-use elements, we've got boxes, health clubs, theaters all over the board, but in every instance, there's 1 thing each of these projects has in common and that is when we're done, our project is going to be substantially stronger, higher NOI, higher total sales and a more attractive marketplace serving its trade area.

This probably sounds minor, but the occupancy cost ratio increased to 13.2%, where it's -- whereas it's been in the 13% to 13.1% range for the past several quarters? Is there anything to highlight here?

No. No. It's immaterial, really.

All right. And then what was the traffic like in the quarter at the Mills versus the Malls versus the Premium Outlets?

All generally positive and up. And I think traffic and sales are painting a more robust picture than the narrative out there is suggesting.

Have you seen some of that traffic follow-through in January?

Yes, I think January has been a very -- you know what it's anecdotal. We don't have January sales, yet it's -- we get from the retailers 20 days after the month. But anecdotally, we hear January is very strong across the board. So again, I mean, I wouldn't bank on that, but that's at least from a anecdotal point of view we are hearing that.

Our next question comes from Jeremy Metz with BMO Capital Markets.

Question for Rick. I just wondered, if you could talk about the pace of activity or momentum, kind of, in the junior box space. Some of the fast fashion [retails] that have been a huge focus here in recent years. Seem to be losing a little bit of steam, so just wondering what the pipeline looks like on that front relative to, maybe, a year ago.

It's, in fact, very strong. Ironically, if you look at 12/31/16, we indicated we were going to have 34 boxes that could open in '17 and beyond. And in fact, in '17, we opened 34, and we now have 40 additional ones on the schedule for '18 and beyond. So they're still a very robust market out there for our properties. And as we have said in the past, you're seeing us add in our portfolio tenants that are operating in the Mall context and that have operated in the power center context, because we can provide better sales, better traffic. So a robust pipeline that is continuing to grow.

All right. And then just one quick point of clarity here in Puerto Rico. I know it's not hugely material impact to nearly $12 of earnings. It sounds like guidance includes no insurance recovery but the continuation of that, call it, $0.03 quarterly, head from lost income. So is that the right way to look at it? So a $0.12 drag in 2018, more or less?

Well, it's -- I don't want to really point to that, because we've got it actually collected. So we're still projecting, kind of, a tough environment in Puerto Rico. So not completely the end of the world there, but we've got -- the properties are slowly opening, so it's -- I would say the drag is in the $0.03, $0.04 range, somewhere in that range. But there's still a drag, but we're -- in fact, Puerto Rico outlets just opened. That's further along, and then the Mall is getting closer to getting up to where it was. I mean, it's open as well, but there's still a number of tenants lagging. So we still have some drag there, and then we can't really book the BI until we get it. So it's dilutive to where we would be if we didn't have the hurricane. But that's kind of the number, in that range, that's hurting us, absent that.

Our next question comes from the line of Ki Bin Kim with SunTrust

So you guys talked about better traffic, sales and maybe overall better mood across the industry. When you think about your guidance for next year, are the better Malls in your portfolio improving versus last year? Or is the bottom picking back up? It was wondering, if you can provide a little more color around that?

It is across the board, but obviously, our stronger properties are getting incrementally stronger and growing a little better, and that hasn't changed in 50 years.

Okay. And what is the average vintage of leases that are coming due in 2018? And how will you describe what happens after the value vintage starts to wear off going forward? What is that kind of your leasing spreads or...

I don't know the reference to vintage. I mean, we provide you the expiring rents, and I think that gives you a pretty good road map when you compare our average base rent of leases that are expiring with our opening rents that we use in our spread. So it shows you we still have, for the next 7 or 8 years, considerable runway to be able to roll our rents based on what we're doing today.

Yes. I mean, there's a little bit of discrepancy in understanding that, because I believe the expiring rents are exclusive of camps, so it's not exactly comparable, but -- versus what you're signing, but...

No. But if you compare the average base rent expiring our average base rent today that has all of the lower rents. where our average base rent today is still in excess of our expiring rents.

This concludes today's question-and-answer portion. I would like turn the conference...

Okay. Thank you, ma'am. Thank you, and again, we apologize for the length of our calls, but we want to have everybody given the opportunity to ask whatever questions that they do. So I do apologize you know I was a little later than people want. But that's why we're here. Happy to answer questions. So, thank you. Have a good day.

Ladies and gentlemen, thank you for your participation in today's conference. This concludes today's program. You may now disconnect. Everyone, have a great day.