Good day ladies and gentlemen and welcome to the Third Quarter 2014 DDR Earnings Conference Call. My name is Mark and I’ll be your operator for today. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. (Operator Instructions) As a reminder, this conference is being recorded for replay purposes. I would now like to turn the conference over to your host for today Meghan Finneran, Financial Analyst. Please proceed.

Thanks Mark. Good morning and thank you for joining us. On today’s call, you will hear from CEO, Dan Hurwitz; Senior Executive Vice President of Leasing & Development, Paul Freddo; and President and CFO, David Oakes. Please be aware that certain of our statement may be forward-looking. Although we believe such statements are based upon reasonable assumptions, you should understand these statements are subject to risks and uncertainties and actual results may differ materially from the forward-looking statements. Additional information about such risks and uncertainties that could cause actual results to differ may be found in the press release issued yesterday and filed with the SEC on Form 8-K and Form 10-K for the year ended December 31, 2013 as amended. In addition, we will discussing non-GAAP financial measures on today’s call including FFO and operating FFO. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures can be found in our earnings press release issued yesterday. This release and our quarterly financial supplements are available on our Web site at www.ddr.com. Last, we will be observing a one-question limit during the Q&A portion of our call in order to give everyone the opportunity to participate. If you have additional questions, please rejoin the queue. At this time, it’s my pleasure to introduce our CEO, Dan Hurwitz.

Thank you, Meghan. Good morning and thank you all for joining us today. Before I address the very successful quarter and the market we are seeing going forward, I’d like to share my thoughts with you in regard to this particular form and thank each of you for your many contributions to DDR over the years. While this is certainly not an official goodbye I thought it appropriate and want to make sure that I have the opportunity to properly recognize this process which has been essential to our Company’s evolution. When I was named CEO I felt it was important to personally reach out to the various constituents of the public markets, including investors, analysts and rating agencies to begin a dialogue that focused on our management team’s renewed vision for the future of the Company, while simultaneously ascertaining your respected view of that vision. My goal was to engage with the market, not quite the market, while listening and expecting your intellect and opinions. But still holding firm to what history taught this management team over the years. Most importantly as a leader of this team, I believed it critical that we build a culture that emphasize delivery of what was promised and in so doing earned back the respect of those whom we disappointed in the past. While I certainly, won’t go through the various successes and failures over the past several years. I think it’s very important that each of you on this call understand the quintessential role that you played in our success. You’ve challenged us, doubted us, criticized us, praised us and most importantly educated us on what it would take to bring this Company not only back from the brink, but importantly enhance our reputation market perception and credibility. Whether it was through…

Thank you, Dan. As reflected by our strong results, momentum continued into the third quarter resulting in 342 new deals and renewals for 2.7 million square feet. Our leased rate improved by 30 basis points sequentially to 95.6%, our highest leased rate in 26 quarters or since the first quarter of 2008. We achieved a positive pro rata new deal spread of 23.6%, a positive pro rata renewal spread of 8.2% and a combined spread of 11%. These spreads represent our highest spreads in 26 quarters. It's worth noting that this deal volume and these spreads were achieved with a level of CapEx that compares favorably with prior quarters. As you can see from our net effective rent disclosure, the total cost of new deals as a percentage of starting base rent declined to 15.5% below our historical average cost of 20%. We see no concerning trends in the cost of new deals or renewals and remain focused on controlling these capital expenditures. As the demand for prime power center space continues, these results demonstrate our ability to unlock organic growth opportunities while continuing to improve the merchandise mix and credit quality of cash flow even in the face of a high leased rate environment. As such, our Project Accelerate initiative continues to be a focus of our leasing team, as they drive value by further improving the tenant base, growth profile and credit quality of our assets through the recapturing of high demand box space and releasing those units to market share winning retailers paying today's higher market rents. Of the previously announced 26 boxes representing 710,000 square feet which we now control, I'm pleased to inform you that we've either signed or are finalizing 19 leases with another three at LOI. The average rental spread achieved to-date, are…

Thanks, Paul. Operating FFO was $106.2 million or $0.29 per share for the third quarter, including non-operating items FFO for the quarter was $110.8 million or $0.31 per share. Non-operating items primarily consisted of non-cash gains on sales. The third quarter marked another period of robust transactional activity on both the acquisition and disposition front. As this management team has articulated and executed on for the past five years upgrading the quality of DDR portfolio through active portfolio management as a top priority and was again on display. We closed on the acquisition of seven power centers from existing joint-venture with Blackstone for $377 million. The portfolio consists primarily of power centers with a grocery component located in Los Angeles, San Diego, Portland, Washing D.C., Cincinnati and Harrisburg and is representative of our continued ability the source high quality assets off-market that meets our investment criteria in terms of the NOI growth profile. Significant opportunity within the seven asset portfolio remains as the currently lease rate is 100 basis points below our company average for the majority the vacancy contains three junior anchor boxes in prime assets that we are in advance discussions to fill. Our relationship with our partners Blackstone remains very strong and the seamless execution and favorable outcome for both parties is evident in the execution of the buyout of our second joint-venture including the redemption of our $30 million of preferred equity. The transaction represents the culmination of BRE DDR Retail Holdings’ two joint venture and we are pleased with the progress thus far on the sale progress of 22 other properties that represent the entirety of two lower quality joint-ventures that we expect to close on by year-end. As we’ve mentioned at length, we remained focused on reducing the number of joint-inventers in an effort…

Thanks David and before turning the call over to the operator I'd like to briefly reiterate the strength and consistency of our operating results for the third quarter. For the 22nd consecutive quarter we leased over 2 million square feet, resulting in a steady increase in our portfolio leased rate for each of those 22 quarters. And for the 10th consecutive quarter we generated same-store NOI growth of greater than 3%. Our leasing spreads this quarter were the highest we've seen since pre-recession and the current supply demand dynamic indicates a continued favorable operating environment for retail landlords with high quality power centers and a platform that is equipped to take advantage of the opportunities present in today's market. Our Project Accelerate initiative is generating exciting results, and we're optimistic about the prospects for continued growth and success of that program. At this point Mark, we'll begin to take -- we'll take questions from our callers, thank you.

and:

(Operator Instructions) Your first question comes from the line of Craig Schmidt from Bank of America. Please proceed.

Thank you, I just wanted to get possibly an update on The Pike and Paseo Colorado and possibly may be some understanding -- are there special people to lease what is a little bit different audience at those projects versus your power center lineups? Bank of America Merrill Lynch: Thank you, I just wanted to get possibly an update on The Pike and Paseo Colorado and possibly may be some understanding -- are there special people to lease what is a little bit different audience at those projects versus your power center lineups?

Yes Craig this is Paul. Let me answer the latter part first. We have our leasing team a couple of people devoted to these two projects entirely obviously they're massive projects unique in our portfolio, as well as consultants who are best-in-class and well-known in the business in the type of retailers we'll be looking to attract. As we've announced in The Pike we're going to formally rename it the Outlets at The Pike and it will be an outlet center so we're dealing with an outlet consultant which is very typical of the outlet business. We're making great progress in both projects in The Pike we've recently signed a Nike outlet and H&M and we've got some other big signings in the near future that we'll be announcing. We opened a restoration outlet, restoration hardware outlet last fall and have just signed an expansion of that unit, business is through the roof for those guys, so making great progress and we'll be keeping up everybody up-to-date with press releases and other disclosures on that one. Paseo same story we are making great progress we acquired the Macy department store building a couple of years ago which was a big first step they were underperforming holding back the project a great location, great asset in Downtown Pasadena and we're proceeding with a hotel deal and some other deals again can't announce all of them because we haven't signed tenants, but the progress is significant and again we've got people focused on those two projects exclusively.

Your next question comes from the line of Alex Goldfarb from Sandler O'Neill. Please proceed.

Just a question on fast fashion, obviously, a hot topic, if you will -- no pun intended, obviously, but a hot topic with the Primark/Sears deal. Do you think that we should -- the malls have certainly gotten a lot of attention out of this, especially because Sears seems to be getting the headlines, but should we expect more fast fashion, Primark's and those folks to show up at the power centers? It would seem if some of these retailers want large GLA footprints that the malls is a little tough in the sense that you need a productive mall but with a sort of underperforming anchor versus the power centers the drive huge amount of sales and would seem to have the optionality and the square footage that some of these guys want. So if you could just tell us what you guys are seeing? Sandler O'Neill: Just a question on fast fashion, obviously, a hot topic, if you will -- no pun intended, obviously, but a hot topic with the Primark/Sears deal. Do you think that we should -- the malls have certainly gotten a lot of attention out of this, especially because Sears seems to be getting the headlines, but should we expect more fast fashion, Primark's and those folks to show up at the power centers? It would seem if some of these retailers want large GLA footprints that the malls is a little tough in the sense that you need a productive mall but with a sort of underperforming anchor versus the power centers the drive huge amount of sales and would seem to have the optionality and the square footage that some of these guys want. So if you could just tell us what you guys are seeing?

Well I think it's pretty clear that the interest in power centers from fast fashion is there. One of the problems we have obviously is we've a very high occupancy rate just like the A-mall business has a very high occupancy rate, so the opportunities for fast fashion to penetrate either one of those has to be extraordinarily creative which is whether it be through Primark-Sears or whether it be through our Project Accelerate and things of that nature. I think overall you're going to see the growth of retail is going to go where there is opportunity and where there is availability, as we focus on the future of some of the boxes not just in our centers but in the mall business as well, I think the fast fashion retailers are going to have to be very nimble and they're going to have to adapt to whatever opportunities available to them if they're going to grow market share particularly since new product is not being built. So, as a practical matter we have conversations with these folks on a regular basis we've done deals, Paul just mentioned we just did the Forever 21 Red deal at The Pike and we will continue to pursue fast fashion retailers where opportunities present, but they're having to be much more nimble and much more agile than simply resting on the laurels of a prototype that they think is easily deliverable across the country because nothing is easily deliverable today.

Your next question comes from the line of Christy McElroy from Citi. Please proceed.

Dan thanks for your opening comments. We wish you well on your next step. And while we recognize that you're not running the process, what are you doing as the CEO to keep the organization and your people laser focused during this period of uncertainty. And what are your expectations for timing of a replacement announcement? Citigroup: Dan thanks for your opening comments. We wish you well on your next step. And while we recognize that you're not running the process, what are you doing as the CEO to keep the organization and your people laser focused during this period of uncertainty. And what are your expectations for timing of a replacement announcement?

Thank you for your comments Christy, I can assure you that what I'm doing and what we're all doing is the same thing we've done for the last 15 years I've been here which is we come to work every day and we work hard and we run the company the way we think we ought to run it in order to meet the -- fulfill the obligations and the expectations of our investors and our employees. While there is uncertainty for sure in the market and there is a lot more chatter about it in the market than even there is here at corporate. People are coming to work they're working hard as you can see by the results in the quarter and the momentum the company has no one's taking time off and no one's certainly feeling sorry for themselves one way or the other, everyone's coming to work and working very hard. As CEO it's my job to make sure that everyone does that for as long as I'm here. In regard to the timing expectations that's very much up in the air, I'm very committed to making sure we've a smooth transition with the next leader of this company and that's something that's extraordinarily important I think and an obligation I had not just to our shareholders but to the employees of this company and I fulfilled that, so the timing of the search is unknown to me but I'm committed to running the company for as long as I'm in the seat and I'm also committed to helping with a smooth transition at the appropriate time.

Your next question comes from Todd Thomas from KeyBanc Capital Markets. Please proceed.

Hi thanks good morning. Question in terms of acquisitions Dan, it sounds like there are a lot of consolidation opportunities out there and you said that they should be pursued aggressively, what's DDR's appetite today based on what you're seeing out in the market and with where pricing is and sort of the level of competition for higher quality product and then as we think about DDR's investments going forward should we expect to see more joint venture partnerships like the ARCP portfolio deal or more one-offs, what's the preference? KeyBanc Capital Markets: Hi thanks good morning. Question in terms of acquisitions Dan, it sounds like there are a lot of consolidation opportunities out there and you said that they should be pursued aggressively, what's DDR's appetite today based on what you're seeing out in the market and with where pricing is and sort of the level of competition for higher quality product and then as we think about DDR's investments going forward should we expect to see more joint venture partnerships like the ARCP portfolio deal or more one-offs, what's the preference?

Well as a practical matter, you should assume that we'll be aggressive in pursuing a number of the opportunities that we've identified, but a number of those aren't for sale, people aren't selling the assets it's incredibly fragmented there is a lot of private owners these are not in the hands of institutions or even other public companies for that matter. And the competition can be stiff when there is a bid or an auction and very often particularly when we bid up against non-traded REITs we'll lose for obvious reasons but we're able to strength relationships with owners of assets that we have interest in, we're able to provide tax efficient transactions which some other folks cannot do obviously which the REIT structure enables us to do, we are a very viable and I think attractive buyer for those that are interested in selling. So our folks are very focused on it. Our acquisition team knows exactly which assets we're interested in and the markets that we want to do business in and we are reaching out to those for the owners of those assets on a regular basis. Pricing is tough and one of the reasons why we're going direct to these folks is because we're trying not to be in an auction process. An auction process does not serve this company well and I think our success and our hit rate will be very low if we get into an auction process given our cost of capital and our discipline compared to the cost of capital and others and their discipline. In regard to…

Final point about that is the ARCP transaction. I think that was the unique one, both in its size and the way it came about and so I think was one that we made sense to do in joint venture because of the nature of the portfolio, the size of the portfolio in the way that the deal came together. But I think in general for what Dan is talking about in terms of the detailed work we’re doing to figure out what we would want to target over the next many years. I think our general focus would be owning the majority of those on balance sheet in a fully owned fashion. In certain circumstances where we can get that level of involvement -- initially I think you’ve seen us work very well with Blackstone to step into 100% ownership of the highly attractive centers, even if it takes a multiyear process, in some circumstances and so I think the ultimate goal is wholly owned but selectively you will see use very carefully certain high quality joint venture partners.

Paul Morgan from MLV. Please proceed.

Hi good morning. You’ve talked in the past about how when people ask about the cap rate spread between your acquisitions and your dispositions that it might be narrower than because of land sales and on the acquisition side may be a preferred equity deals at higher yields. All of that's kind a happen in the past quarter. So maybe just have an update on, if you look back on the year to date, how do we think about the spread between the investment yield and the disposition cap rate and whether -- how we think about that going forward?

Sure I mean and it has been a significant change over the past few years from that extreme time during the downturn of selling pen cap assets and repaying the line of credit 1% or 2% percent in a massive spread there. Today we're at a very, very different point where we can execute on a continued portfolio improvement and a continued portfolio and capital recycling plan without about near term dilution. So we think it’s certainly the right long term decision, but the drawback at times -- the near term dilution associated with that today, with the quality of the assets we're selling, where it's no longer primarily non-prime asset, it’s prime assets that we either think have greater risk in some circumstances or lower growth in other circumstances. But we’re selling to a much more institutional crowd of buyers at a much more institutional sort of pricing. And so where the most significant change has happened is on the cap rates on our sales that have gotten significantly lower over the past few years and today we're consistently executing in the 7% or low 7% cap rate range for sales. And while the option market for acquisitions is not affording deals any more close to that pricing and I think our careful focus on off market acquisitions has gotten us to a point where we’ve been able to execute on very -- on the acquisition of very high quality centers, anywhere from the low sixes to the mid to high sevens in some cases, with a blended average probably in the mid-sixes, maybe 6.5% to 6.75%. And so I think with that you look at an extremely small spread between disposition cap rates of assets that we don’t want to own and acquisition cap rates that represent exactly where we want to put capital. You layer in a couple of land sales. We mentioned $9 million out of Russia, couple of other middle land sales and all of sudden you're at a point where you're fully funding your acquisition activity in a fashion that is completely neutral to near term earnings and we think very helpful to the long term growth rate of NOI for this portfolio.

Your next question comes from Rich Moore from RBC Capital Markets. Please proceed.

First of all Dan, we’re certainly going to miss you and good luck in your next phase, whenever that actually starts. You guys are picking up a lot of developments, a lot of acquisitions. At least you had mentioned on the last call dispositions would probably wind down by the end of next year and I’m curious, are you going to stall out here on the progress on the balance sheet as you have more investment opportunities and maybe fewer ways to fund those.

Absolutely not. There is a continued extreme focus on overall risk reduction at the company and that certainly includes further deleveraging. I think as noted in the comments that I made earlier regarding that specific that debt to EBITDA calculation, I think we certainly saw numbers that could indicate a stall out on that process for this quarter. But we need to think closing the nearly $400 million transaction at the very end of the quarter when its funded with dispositions earlier in the quarter and you put yourself in a position where at least a quarter point of debt-to-EBITA was shown higher than what's a normal run rate pro forma for a full quarter of that activity would have shown. And so I think we’re cognizant of the fact that the EBITA result for the quarter showed a stall out but I think that absolutely will be improved. In the fourth quarter and beyond, we continue to be a net seller of assets, which provides additional capital, even with development and redevelopment pipeline that continues to find several attractive projects a year and would not say that we're done with the disposition process. I think we are done with the disposition process for non-prime asset, but at this point either reset the bar or you just think about it more from a portfolio management standpoint of there's always going to be a bottom 5% to 10% in the portfolio and so I think there continues to be a new and an in fact higher quality pool of disposition candidates to fund all of our acquisition activity and other investment activity. And so I think we've positioned ourselves, we're very comfortable with funding our investment activity over the next couple of years, and in addition to that we continue to have one of the absolute lowest payout ratios in the sector and so the amount of free cash flow that we have access to on an annual basis is much more significant than peers to fund an additional portion of that activity or an additional amount of deleveraging on an annual basis.

Your next question comes from the line of Haendel St. Juste from Morgan Stanley. Please proceed.

So, we saw an article a few weeks back noting how Wal-Mart is shifting its incremental development spend, new stores away from big stores and will invest more in e-commerce as fewer shoppers head to their physical stores. A strategic shift, not too different than what Target, I believe, is doing. I'd love to hear thoughts about the future space demand implications for power center landlords like yourself. And do you think Wal-Mart and Target are early adopters of the format that other large box operators will eventually adopt as well?

Well I wouldn't start by saying that Wal-Mart and Target are stopping with any kind of growth plans in the bigger space. A couple of different stories there. One, Target has some things to figure out right, whether it's Canada and then their overall business and they are a creature of power centers, shopping centers and there haven't been a lot built as we've talked about for the past six years and they were driving that growth and hence they're not a part of what's being built today. Wal-Mart is still aggressively going after physical space, in terms of the neighborhood markets which they've upped the count and every time they talk about it, they increase demand of neighborhood markets they're looking to deliver as well as some of their convenience stores and more urban environment stores, which obviously you need to build smaller to get some of the urban markets. You also have to remember that both of these have large store counts in the super centers or the super Targets already. So where they're going to go with that new program is difficult and hence the move to a smaller format. The good news as we talk about everybody moving to more of an omni-channel approach is these guys have a lot of capital. Target is a great example of a company that's got a tremendous amount of capital to spend on that approach, since they're not building the 100, 120 new stores they were five or six years ago. All good for their business and all good for our shopping centers.

I think the other thing to add here and it's important to keep in mind is that as landlords, we benefit greatly by tenants taking less square footage. We talked about it many times on this call and we've encouraged many of our tenants to take less square footage, because sales per square foot inventory turn and profit per square foot all go up when you have less square footage and from a practical standpoint when we're dealing with tenants on new concepts, whether it be Kohl's with their 35,000 square foot concept or whether it'd be Wal-Mart with neighborhood market or the CityTarget concepts, it's all good news for bricks and mortar retail, because retailers are being smarter I think about how they use their square footage, what their production should be on a per square foot basis and that will lead to a healthier company altogether. There is nothing really worse than dead space in the store and we can through stores today and I'm sure we've all done that, where we see a lack of inventory, but we see inventory spread out in a way that's really unattractive to the consumer because it's just simply too much square footage. So we're encouraging our folks to take less square footage, primarily because we have lots of users for that square footage. So I don't think our shopping centers will get smaller even if our anchor tenants take less square footage, because we have more concepts coming into the power center universe than we would like to accommodate, which will lead to a much more diverse merchandise mix, which will help grow market share. So we're encouraged by the dialog about space. It's an important dialogue that should be had. E-commerce or not it's an important dialogue that retailers need to have on a regular basis and we think it's very positive that that dialogue is occurring.

Your next question comes from the line of Ki Bin Kim from SunTrust Robinson Humphrey. Please proceed.

So just a quick question on leasing. If I look at your end of 2013 supplemental heading into 2014, it seems like the small shop rent per square foot was close -- expiring, small shop rents per square foot was close to $28. And now if I look at your supp looking -- heading into 2015, your expiring rents are around $21.80 or so. And I know you just can't draw that line from point A to point B, but I was just wondering if you could provide some more color on how much -- what we can expect from lease spreads going into 2015 and is this delta -- how much of it is a mix issue versus a favorable vintage issue?

The biggest issue in the difference between '13 and today’s disclosure is simply the exclusion of Brazil in today’s numbers. I don’t know the exact impact but it’s significant and we certainly have not gone backwards on the base -- average base rents in any size. Our smallest size of less than 5000 is really average over $30 of foot and if you look at under 10,000, every category is growing when we continue to see it. Additionally, you have to look at a change in the asset but there're always going be sales and dispositions and acquisitions. So that going change it slight. But again I think the biggest thing to look at was Brazil came out. That drove that number down. But you will see that grow consistently on a quarter-by-quarter basis.

Your next question comes from line of Vincent Chao from Deutsche Bank. Please proceed.

Just wanted to go back to the sort of the investment environment to your comments about the strong demand from new concepts and some of the fast fashion. You've got a couple of new developments the pipeline here that I know you had talked about for a little while. Just curious what we should expect in '15. Can we see some additional starts coming on? It looks like Chicago you've got a fair amount of space. I know you've got the project there already, but it looks like that's close to being completed here.

Yes we, that’s quite a bit on our plate. Vince, as you know other than projects we just announced as completing or bringing to a close Seabrook; Marion, Kansas; The Maxwell and we're going commence a second phase of Bill Gate either next year or early '16 with month. We've got the ones we're kicking off in Connecticut and Florida, Guilford and Lee Vista. So that's quite a bit on our plate. All good news. Most of those -- other than Bill Gate and the Maxwell, these were on the site plan that we’ve been holding. For some time market conditions are right, tenant demand is right. So we’re proceeding with them. There's been a great level of activity, as I see it over the past two years and over the next year and a half, two years. We’ve been very consistent and disciplined with our approach on the new ground up development as Dan has stated many times. We’re not going to go out and control site by site that need to be entitled. They're going take several years to accomplish that process, accomplish the -- ascertaining the level of retailer interest. We get a lot of opportunities thrown at us every day and we look at them carefully but again very selective. So I think you can feel good about what we have in our immediate pipeline and that we will continue to serve other opportunities but it’s going to be the right ones and its going be where we can step in, use our leasing and development expertise and execute quickly.

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

I guess I wanted to follow up on the question about just kind of releasing spreads. And Paul as you sort of look at into next year, I don’t know what percentage of your 2015 leasing would have been put to bed today, but just how do you feel about kind of where are market rents are versus the expiring rents and do you think that that number is similar or perhaps even higher in '15 versus '14? ISI Group: I guess I wanted to follow up on the question about just kind of releasing spreads. And Paul as you sort of look at into next year, I don’t know what percentage of your 2015 leasing would have been put to bed today, but just how do you feel about kind of where are market rents are versus the expiring rents and do you think that that number is similar or perhaps even higher in '15 versus '14?

Two different categories Steve, right. On the renewals, listen I'm with [indiscernible] 8.2% pro rata spread for this quarter. That's again the largest in 26 quarters. That won’t move a lot. If we keep that north of eight, get it approaching -- 10 has been the goal. That’s a great accomplishment. On a new deal spread I feel great. 23% in the quarter is a big number and there is no automatic that it just continue to grow from there but if we can achieve somewhere in that mid-teens to mid-twenties, obviously there's going to be out lies in terms of quarter by quarter performance, but I see no reason why we shouldn’t continue to see these outsized new deal spreads and renewal spreads in the high single digits. I know we pound this one every time we’ve talk, but that supply and demand dynamic is working well for us we continue through initiatives like the Project Accelerate to encourage and motivate our team to create vacancy, because that’s what we’re seeing. A lot of those deals in this quarter by the way that drove that 23% new deal spread were within the Project Accelerate initiatives.

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

Dan, I just wanted to add my own comments about how you will be missed. And I guess just going back to the whole change in management, the press release did come out, some of us have had the opportunity to have private conversations. But I guess for those investors that have not really had a chance yet to fully understand this or are struggling with it, Dan, could you just kind of let us know once and for all exactly why this was the right time for this decision to be made in regards to a management transition at DDR, and what that process involved to come up with a mutual decision?

Well I think as every big company we’ve been talking at DDR about succession planning for quite some time. That’s been no secret. It fits in the market and the board has done an excellent job in making sure that management is very focused on it and that’s why we built the team that we built. The conversations between the management team in general and the board have been consistent. We feel that Company is in terrific shape. I don’t think there is a time that in the past five years I feel better about this Company than I do right now. I feel better about our asset class. I feel better about our management team, better about our balance sheet. This is a time where this Company is not only built for the current environment but I think it is also built to take a punch, if the market turns a little bit. So we just felt that this was a stable company, that is an industry leader in a lot of areas and the time was right for us to move on to other opportunities. And the five year plan that we put together has been pretty well accomplished. If you really look at -- those of you who were at our 2009 Investor Day and you heard about what we talked about doing and if you look at what we’ve accomplished, we’ve pretty well done that. So -- we haven’t been successful with everything, don’t get me wrong, but we've accomplished a lot and I think it’s time for new leadership and both the Board and I agree that it’s time for new leadership to take this Company through the next five year strategic plan. So that was the conversation. It was a good conversation. I think the process is a professional one and I will be very supportive throughout.

Your next question comes from the line of Jeremy Metz from UBS Securities. Please proceed sir.

Can you just talk a little bit more about how the process works with the deals you just bought from Blackstone this quarter? Did you go to them or they come to you, and just what the spread was between the yield you guys bought in and where you think the market for those assets is today?

Sure. This was originally a portfolio that actually Blackstone had tied up a year and half ago or so. It was in a not ideally structured joint venture and Blackstone was able to tie up the portfolio in a very attractive price. It would have something that at time we would have been happy to buy the entirety of but to their great credit and deal sourcing ability Blackstone was the one that brought us this transaction and so we entered into it; initially in joint venture with them, both ran it and underwrote it, during that first year of ownership made good progress on leasing but only a year later I think Blackstone was very pleased what they’ve achieved, returns that they were interested in recognizing. We were in a position where because of the lumpy nature of the Brazil sale, the lumpy nature of the Salt Lake City sale, as well as a heck of a lot of other dispositions on top of that that we had lined up, that we did have both the capital and the interest in acquiring high quality assets. These are generally sort of assets, especially the majority of the portfolio would represent coastal assets, Portland, San Diego, LA, Washington DC. We bid on this stuff all the time and don’t even make it to the second around. And so we were pleased for a portfolio that we knew well and we were certainly paying a premium relative to what the joint venture had purchased that a year prior by about 75 basis points, going from about seven in a quarter to 6.5. So certainly acknowledging -- we’re well aware that we’re paying a premium to what the venture could paid only a year and change prior, but also thought that sort of mid six pricing on a NOI, that we knew very well is quite attractive for a portfolio of asset, where I think the great coastal stuff would price comfortably inside of that and even the Cincinnati and Harrisburg assets are very attractive. So I think Blackstone did incredibly well during their year of ownership, a year in change of ownership but I think the pricing in which we’re getting these assets positions us very strongly to get a good initial yield to redeploy capital from non-prime asset sales and to position ourselves in a very low risk way to generate strong NOI growth from these assets over the next many years.

Your next question comes from the line of Jason White from Green Street Advisors. Please proceed.

I was just wondering on your call last quarter you talked about the yields for your two new developments in Orlando and New Haven. I want to say between 8% and 8.5% was the range. Can you give us an idea of what those yields would be if you include the land costs and potentially if there were impairments taken perhaps on the original land cost?

Let me start with -- they’re both north of 8% on an incremental cost, Jason and they'd be close to 6% on an all-in. I'll turn to David.

Yes, you got around 20 million for development in original land cost. That’s what gets left out of that incremental investment side of it. They were not impairments taken on these projects, just the typical quarterly process we go through to think about impairment analysis and for wholly owned developments, the hurdle of the undiscounted future cash flows for a project that we expect to own for a very long period of time did not either force or allow us to take impairments on that land. And so you’ve -- in our total base of what will online late next year, you do have that land cost but for purposes of us thinking about returns, the numbers that we’ve offered are on a incremental basis.

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

Hi. On the operating side, wondering what do you see as ceiling at this point for the leased and the occupied rates for the portfolio.

At some point Michael they should both get to -- it's a similar number but I would tell you that we talk internally about 96.5% but I would never put the ceiling down. As we continue to improve the quality of the assets themselves, we could move that North of that. So again we talk internally near term goal if you will of 96.5%, which puts us at historical heights for full occupancy, but I honestly believe we think get north of that just based on the transformation of the quality as we disposed off some of the non-prime and buy some prime and prime clubbed assets. One of the other things you have watch as we talk about a strong volume of deals, a lot of that's not going to even move the needle because we're talking about space that is currently leased and we may be signing a lease with a new replacement tenant to accelerate being a great example of that scenario. So we can continue to improve the quality of the tenant mix and the credit quality of the tenants, as well not even moving the needle on the occupancy rate.

Your next question comes from the line of Christ Lucas from Capital One Securities. Please proceed.

Just a follow up kind a question on comments made earlier related to encouraging tenants to take less space. I guess I’m wondering about specifically in either Kmart, Sears, or in Office Depot, whether you are seeing variability to sort of execute on a rational real estate program? Are you seeing that happening now? Has there been any change over the last six months or so and their ability to sort of move forward with that plan?

Not so much in a downsizing. Sears in a mall, story is a little bit different than us. I guess we talked about Primark example earlier but we’ve seen some closings of Kmart or [indiscernible] accelerate where it makes sense for those guys to leave the market or reduce their store base at any multi store market. Depot was obviously a big part of Project Accelerate to date and we think they will continue to be in that rationalization is going to happen in terms of store count, not necessarily in downsizing. We would encourage downsizings with all of the Office Supply Depot and Staples. And there's other examples used over several quarters worth of calls where we talked about Best Buy and others that we were very anxious to get space back, worked closely with them. That never really happened. We had a couple of small examples, but on a large scale we haven’t been able to get these guys to downsize. That’s going to change though. Overtime, now we have the merger complete between Depot and Max, they are clearly in the midst of figuring out exactly where they need to be how big they need to. So there will be continued opportunity. I would tell you that in that category I would expect that would get more back in their entirely, again all good news for us rather than downsizing in place. The other thing to keep in mind in regard to downsizings is it's really not a real estate decision. Even though we sit and assume and all we talk about is real estate but it’s a merchandizing decision and what happens is as people like Depot and others try to figure what it is they are going to be going forward, how they're going to merchandize their store, what product are they going to carry, how are they going to present it, et cetera, that all has to be done first. And once that's done, you can then back into a size that makes sense. But the big mistake retailers would be making and a lot have made over the past and people more sensitive to it now is sizing there store and then filling it. You don’t want to size a store and then fill it. You want to figure out what you want to fill it with first and then back in to the size. So as you see lot of this retailers who are struggling and working hard to figure out what their merchandize mix is going to be going forward, that will ultimately dictate the size of the store and obviously we will be here ready, willing and able to work with those retailers, once they’ve decided, who they're going to be, how are they going be relevant and how they're going merchandize there stores.

Your next question come from Andrew Rosivach from Goldman Sachs. Please proceed.

This is Caitlin Burrows. I just have one quick question on the redevelopment at San Juan, Plaza del Sol. It looks like the spend was significantly reduced between the second quarter and third quarter. So I was just wondering what was the reason for this? Is there any sign of retailer reticence to go to the Island, or is it just some has been completed so there's less to go still?

It’s a pretty simple answer. We have decided to break those down to two distinct phases and phase 1, which we are completing right now is the number you see in the supplement. When we commence with phase II, which still is our plan, we’ll just show that as an additional redevelopment. In terms of interest, even with a softness and sales on the Island, what we’re seeing in least rate was flat for the quarter. Base rent was up for the quarter and the list we’re seeing of U.S based national retailers who are interested in the Island, Dan mentioned also in the script, on their Investor Day they announced that they are aggressively looking at the Island for a major portfolio of stores, which fits well into our transformation down there and redevelopments down there. But the simple answer again for the lower number is that we split into a distinct phase I and phase II redevelopment.

And as we’ve talked about before, the trouble, the significant challenge to create new supply on the Island is something that did cause us to think about the two pieces of the projects separately; the first one being internal redevelopment that we had control of, the second one being the true expansion where we are more dependent on an entitlement process. That I think is one that advancing well but it’s one of the themes we consistently talk to you about, about why retail continues to be so good on the Island. They may get really hard to build new projects and so for us we separated the two phases of this; one that was underway and completely under our control and one that represents the expansion.

Your next question comes from the line of Ki Bin Kim form SunTrust Robinson Humphrey. Please proceed.

Just a quick one. And I just got this question a few times over the past month. So I just want to relay that to you and sorry to put you on the spot, Paul Freddo. But I think people have a lot of questions regarding what maybe your personal plans are following Dan's departure. Does that have any incremental impact on your thinking about DDR or what you want to do just going forward?

No the Dan’s departure has no bearing on that whatsoever right now. I'm under contract till ’15 and these are discussions we’ll have.

I would now like to turn the call over to CEO, Dan Hurwitz for final remarks. Please proceed.

Once again I just want to thank each of you for joining us this morning and we look forward to seeing you at NAREIT.