Simon Property Group, Inc. (SPG) Q1 2011 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to the First Quarter 2011 Simon Property Group Earnings Conference Call. My name is Kathy, and I'll be your operator for today. [Operator Instructions] I would now like to turn the conference over to your host for today's call, Ms. Shelly Doran, Vice President of Investor Relations. Please proceed.

Hello. Good morning, and welcome to Simon Property Group's First Quarter 2011 Earnings Conference Call. Please be aware that statements made during this call may be deemed forward-looking statements, and actual results may differ materially from those indicated by forward-looking statements due to a variety of risks, uncertainties and other factors. Please refer to our annual and quarterly periodic reports filed with the SEC for a detailed discussion. Acknowledging the fact that this call may be webcast for some time to come, we believe it is important to note that our call includes time-sensitive information that may be accurate only as of today's date, April 29, 2011. During today's call, we will discuss certain non-GAAP financial measures as defined by the SEC's Regulation G. Reconciliations of these measures to the most directly comparable GAAP measures are included within the earnings release or the company's supplemental information package that was included in this morning's Form 8-K. This package is also available on the Simon website, in the Investors section under Financial Information, Quarterly Supplemental Packages. Participating in today's call will be David Simon, Chairman and Chief Executive Officer; Rick Sokolov, President and Chief Operating Officer; and Steve Sterrett, Chief Financial Officer. I will now turn the call over to Mr. Simon.

Okay, good morning, everybody. Welcome. We're glad you took time away from watching the royal wedding, and we're pleased to report FFO of $1.61 per share for the quarter, an increase of 14.2% over the first quarter of 2010. And in comparing that, that takes into account the loss on extinguishment of debt that we had into the -- in the first quarter of 2010. Our quarterly results exceeded the First Call consensus by $0.07 per share. Total sales on a rolling 12-month basis were $500 per square foot, up 8.2%, as compared to $462 per square foot as of 3/31/2010. Please note that this $500 per square foot is on more than 52 million square feet of GLA. As of 3/31, occupancy was 92.9%, 70 basis points higher than the year-earlier period, and the releasing spread for the rolling 12 months was a positive $5.11 per foot. Beginning in 2011, we changed our reporting of spreads, comparing opening and closing rents on a same space basis. The statistic is now also based on total base rent, which is minimal rent plus the common area maintenance charge, or CAM, and we believe this new methodology will help give investors a better economic picture of certain of our leasing activity. Our releasing spreads always have been and will be under the new methodology will include all in-line space, including spaces larger than 10,000 square feet. So it's all in-line space that that's compared to. Comparable property NOI growth was 2.3%. We believe, just to highlight a few things, first of all, the growth in the quarter was virtually 100%. Increase was driven by rents. In addition to just compare the Q, not to get overly worried too much from one quarter to the next, but when you compare Q1 2010 to Q1 2011, I would just keep in mind that in '11, we had the significantly higher snow removal expense in the first quarter of this year, as well as we -- as you recall, last year, we had a -- our credit loss was actually recovery, and this year we actually had bad debt expense. When you put the 2 together and normalize those, our comp NOI growth would be over 100 basis points higher than the 2.3% that was reported. Capital markets, we've been busy as always. We closed a lock rate on 9 new mortgages, totaling $962 million. Our share of that was $543 million. The weighted average rate on the loans is 5.3%, and the term -- weighted average term is 9.4 years. During the quarter, we also paid off $282 million of unsecured debt with our cash, and we end the quarter with $937 million of cash on hand, including our share of JV cash, and our credit availability on our facility is $3 billion for a total liquidity position of nearly $4 billion. And as you know, in '11, we expect to generate more than $1 billion of cash after dividends. Development activity. We're pleased with this on a number of fronts. First of all, we opened our second Premium Outlet in South Korea, Paju Premium Outlets, located approximately 50 minutes northwest of downtown Seoul. Early reports have been extremely favorable, and the center is 99% leased at opening. And just to put it in perspective, our Yeoju Premium Outlet in South Korea continues to perform exceedingly well. It is 100% leased and generates sales of $875 per square foot in U.S. dollars. We also completed the expansion renovation of Las Vegas Outlet Center. And in conjunction with that, we rebranded it Las Vegas Premium Outlets South and is located on Las Vegas Strip near McCarran International Airport. We have 2 new developments under construction, both Premium Outlets: Johor in Malaysia, which will open in November of this year; and Merrimack in New Hampshire, which will open in the summer of 2012, but I'm really pushing for the spring of 2012, but that's another story. During the first quarter, we started construction on 9 renovation projects and now have a total of 10 under construction. And in 2011, we've been, obviously, very busy. We plan to open 32 new anchors and big boxes, including Herberger's, Kohls, Carson Pirie Scott, Target, Dick's, Opry and Marshall's and H.H. Gregg, just to name a few, which I did. And we currently have 8 anchor or box deals scheduled to open in 2012. Details on cost, returns and timing for these projects are provided in our supplemental reporting package. Now let me turn to Japan for moment. Obviously, we're very concerned about the people and what's happening there. But to give you some perspective, our portfolio is comprised of 8 properties, 4 in the south, 3 in the Tokyo market and one in the north. You will recall that we own a 40% interest in these assets with our well-known and esteemed colleague and partner, Mitsubishi Estates. Sendai, the smallest of our Japanese assets, was damaged by the earthquake and has been closed since the earthquake. Fortunately, repairs are currently underway, and we expect a reopening in mid-June of this year. Costs to repair the center after the payment of our deductible are covered by insurance. Since the earthquake, 3 of our properties outside of Tokyo, Gatemo, Sano and Ami, have been allowed to operate only 8 hours per day due to rationing of electricity. This ended yesterday, and the centers have reverted to their regular 10-hour operating schedule. However, given the environment there, this could be subject to change. It is too early to gauge the short-term impact of the earthquake, tsunami and damaged nuclear facilities to our business. Sales of the centers near Tokyo have been below year-ago levels since the quake. As things settle down in Japan, we expect these highly productive, high-quality Premium Outlets to revert back to historical trends. However, we anticipate that softness will continue for the remainder of 2011. Not to be undone by that earthquake, the good news, I will talk a minute about Opry Mills. As you know, we had a historical flood that ravaged Nashville and submerged Opry Mills and flooded it with several feet of water in the mall. The good news is we've reached an agreement with our lenders to finance the restoration of the mall. Opry Mills and its lenders will continue the litigation to have our insurance -- insurers comply with their obligation to pay all the amounts they agreed to in the event of a flood loss. Repairs and rebuilding of the landmark property have begun and is expected to open in the spring of 2012. Most of the previous anchor tenants have committed to be part of the reopening, and many of the previous in-line stores have committed to the restored Opry Mills. In addition, many new tenants have agreed to come to open stores at the property. We expect, on a stabilized basis, to exceed the NOI that was in place prior to the flood. Based upon our results for the quarter and expectations for the balance of the year, today, we increased the low end of our 2011 FFO guidance by $0.10 per share and raised the top end by $0.05. These increases in guidance reflects the improving business conditions we are seeing in the U.S., our ability to execute our game plan. However, it is partially offset by the uncertainty in Japan and the continued closure of Opry Mills. Finally, let me just mention some management additions. We have recognized that we are very focused in maintaining our leadership position and our desire to execute on many fronts. So that we can continue to deliver sector-leading growth, we can and should add to our executive team. So accordingly, we welcome 2 new additions to the ranks of executives: David Contis, Steve Fivel. David will lead our regional mall platform, working with me and Rick and assisted by John Rulli. His first day on the job is next Monday. I'll be out of town, by the way, just to -- so -- Steve Fivel has been here since March, and he's assisting Jim Barkley, our General Counsel, on all the areas he oversees. We've all known David and Steve for many years, and we're very happy to add them to our team to continue our contributions that we expect them to do. So summary. We had a very good quarter, another one in our long string of successful quarters, and we're ready for questions and answers.

[Operator Instructions] Our first question comes from the line of Michael Mueller of JP Morgan. Michael Mueller - JP Morgan Chase & Co: A couple of things. First of all, looking at the leasing spreads, they picked up considerably from the year-end mark, up from about 4% to 10%. If we're thinking about that, is that more driven by, say, the fourth quarter of '09, just the dropping out of the mix of low rent openings? Or is it more driven by you had a good second half of year 2010 in terms of sales, good 2011 so far, so really, the opening rent levels are kind of picking up there more?

I would say it's more of that. It's a 12-month period of time, so it's representative of what's going on. But look, demand is better, we're able to generate better rents. It's still a very difficult process in doing that, but we've got a good group of people and a very good portfolio. And when you put the 2 together, we're able to drive rents. Michael Mueller - JP Morgan Chase & Co: Got it. Okay. Over the last couple of quarters, you put some money to work in terms of mortgage investments. Can you talk a little bit about that? Is that more investments that we should think of as short term, putting capital to work and you're getting a nice return on it and at some point, you get the money back? Or is it more along the lines of there's a shot at getting to the real estate?

Well, given -- we did it initially with both in mind, but the odds are, based upon what's happening in the capital markets, that we'll probably just get paid in par. Michael Mueller - JP Morgan Chase & Co: Okay. And then last question, I mean, sales growth has obviously been pretty good over the past year or so. I mean, how far away do you think we are from new development on the traditional mall side? You've been active, obviously, on the outlet side, but is that something that you're thinking about more these days?

I don't see it. In my -- I think it was in '07, maybe it was early '08, I had said a decade away back then. So I may have been a little over dramatic. But we -- Rick, you can comment on this. We just don't see new full-price retail being built any time in the near future.

And I think that one of the other companion trends to that is that the retailers, as their demand for space picks up, are being accommodated by redevelopments and expansions of the existing square footage and properties. So the existing properties are getting a lot stronger and that, in turn, is going to make it even more problematic to institute new development going forward.

Our next question comes from the line of Jim Sullivan of Cowen.

David, one of your peers in this quarter talked about buying anchor boxes. And I'm just curious if that's something -- I'm sure you're been doing it all along, but I'm just curious if you're seeing more opportunity to do that now or if you're being more aggressive if the opportunities arise?

I will tell you, Jim, that it's standard operating procedure here to reclaim the boxes, that anchors that some of our tenants might have owned that closed. So the strategy is not all that different. We like to have tenants kind of secured. We like to drive a tough bargain on it. So it's not -- we don't call it kind of newsworthy events, it's just kind of standard operating procedure that if we have the ability to buy and retenant it, we will, if it makes economic sense. Rick, you can add to that, but we've done a lot of it over the years.

Yes, just to that point, the -- if you think about our portfolio in the industry, over the years, we've had the May, Macy merger, we had Lord & Taylor abandoning substantial stores, we have Montgomery Mall abandoning many stores, Parisian. Over the years, we've redone about 75 department stores, and you can go back in all of our 8-Ks, and all that activity is tracked. And in virtually every instance, we have ended up with a replacement that is stronger. But David's point, we'd like to know what we're going to do with the box before we acquire the box, and we want to make sure that we're getting an appropriate return on that capital investment.

And some of the -- Jim, just to -- and you can see this in our 8-Ks over the period of time, but we're doing 32 box deals in '11. Some of those were purchased boxes, some were lease expirations, some were lease buyouts. So that's just standard operating procedure here.

Okay. And kind of a related follow-up question on this point. You have talked on several calls now for a long time about the double-digit returns you get from this kind of box redevelopment activity that you've done. And Rick, you've talked about it in detail over the years. And then if I connect that -- trying to connect the dots, if you will, to the culling of the portfolio issue that -- this was talked about in the last call in reference to cap rate movement. I think you, David, indicated that you saw cap rates becoming attractive on potential sales opportunities, and of course, you're in the market with a couple of assets today. Is there much opportunity, or do you ever connect the 2, i.e., you look at doing a big-box renovation with the intention of and generating a double-digit yield with the intention of selling that asset when completed to a buyer that likes that type of property. Is this...

Well, all the time. I mean, let's just talk an example. I mean, if we have a -- take a, in theory, a mall that you could sell at an 8 cap rate and we redevelop the box at a 6, we've lost value. If we redevelop that box at a 10, and we think it's an 8-cap asset, then we've created value. So we always take a difficult economic review of the redevelopment opportunity. So the answer -- simple answer is absolutely. And sometimes, you want the ability to redevelop the box to sell the assets. So again, that just factors in to what we're trying to do.

Our next question comes from the line of Ki Bin Kim of Macquarie.

So lately, there's been a lot of talk about big-box retailers downsizing their square footage. And I think you guys have a great perspective on this because you own both type of retail properties. On the margin, do you see some of that coming into the malls going forward, minus the Best Buy mobile retailer?

Well, certainly, there are some that are playing around with the size of their store. Old Navy is a good example of that. They went through a pretty significant period where they started at one size, grew to another size, and I think they're reverting back to kind of their original roots. I think that some of the bigger category-killer types, the Best Buy's of the world, are all looking at their footprint. We expect that some of the bigger stores ultimately will try to increase their efficiency. So we're very aware of that. And I'd say, sure, there are a number of retailers that are looking at the size of their box and what it needs to be going forward. Rick, I don't know if you want to add anything?

Yes, I would just say on the specialty store side, there's no consistent pattern for every one tenant that says, "Well, I was 8,000, I think I want to be 6,500 in my new prototype." We have others that are saying, "We were at 6,000, we need to be 10,000." It's really a function of the momentum in that particular business, the number of lines that they're introducing, that they want to incorporate into their stores and the way they want to configure their stores. So I don't think that it is a broad-based trend across the retail space.

Okay. And second question, as you're sitting down with tenants during these negotiations, have tenants started already -- started to show some level of concern regarding commodity price increases? Not just gas prices from the retail sales standpoint but maybe on the commodity input front, like cotton prices, which have doubled in the past year? Was that putting pressure on margins and maybe your ability to keep occupancy costs up?

Well, look, I think their attitude right now is they believe they can pass that on. And I think this year we'll get a good sense of whether they're capable of doing that. And if that's the case, then I think it's business as usual. If they're unable to pass that on, they're going to naturally look at other areas that -- to reduce their operating expenses, and it may come after -- they may come after the landlord community. But up to this point, we have not seen it. And our defense to that is that we have great assets and good people, and we can hold our own in that kind of discussion. But at this point, they seem to think -- not universal, but they seem to think that they can pass it on and the consumer is willing to pay for the good as long as the consumer sees value in that good.

And I would just add that historically, the tenants will bring forth any fact that they can put on the table to try and argue for lower rent, and we will -- as David said, we'll do what we can to argue for what we think is fair rent, and this is nothing new. Today, it could be raw materials. Three years ago, it could have been healthcare, could have been gas prices. Whatever the external circumstances that can broaden the discussion, they will do. And I think our results show, as David has said, we can hold our own in those conversations.

And last quick question. Your lease spreads, that increased pretty significantly. I was wondering if you could give just the first quarter 2011 lease spread itself without doing 2012 month?

Order, no. We look at it on a yearly basis.

Our next question comes from the line of Jay Habermann of Goldman Sachs.

With sales up as much as they are now year-over-year and, obviously, occupancy trending up 70 basis points, where do you think you are now in terms of your ability to push rent versus retailers? And I guess, how are they responding just given your sort of focus on top assets?

Well, look, I don't like to talk about our negotiations with our clients in the public domain. We're trying to create a fair deal for us and for them. And as I said earlier, it is still a challenge. The retailers are very focused. The impact of the great recession is not that far from their mind. And so we've got a -- that we've got a -- we've got to deal with that fact. And you got to try and create a win-win. So the good news is the environment's better, we're able to increase our rents, and we're trying to find that right deal. And the good news is our occupancy cost for the outlets and malls together is at 12.2% for the first quarter, and that's pretty good. So we're in good shape. In a lot of cases we're under rented. And in those cases, we think we can still be able to increase rents and create profitability for the tenants.

Okay. And then obviously, with David Contis joining next week, any sort of changes you anticipate in strategy or just really continue to focus on your platform?

Well, look, I think we have so much to do that we wanted another aggressive, thoughtful, energetic real estate guy on the team to do what we want to do. So we look at it as another experienced set of hands to get the job done. And beyond that, no, he'll be a great fit. He'll work a lot with Rick. Between the way those 2 talk, hopefully I'll be able to get a word in edgewise. That's why I'm leaving the first couple of days next week. So -- but no, he'll be great. And other than that, I just think we got a lot to do. The other thing for David, he's had a good experience internationally. So that's like a gift with purchase in terms of him coming on board. Wouldn't surprise me if he or we find an opportunity internationally because of his involvement. And he just loves this business. And you want to have guys that love this business on the team.

And actually, just on that point, I mean, your stock's up now almost 20% since mid-January, obviously outpacing the RMC [ph] but how are you guys thinking about external growth apart from the redevelopment that you've announced. I mean, sort of is M&A still on the table?

Well, right now, M&A, is always something that we look at. But, Jay, at this point, we don't see much out there in terms of big M&A. But we're active and we continue to look at a lot of different things.

Our next question comes from the line of Christine McElroy of UBS.

Just a follow-up on a prior comment. I see what you're saying about expansions, redevelopment creating more space and better performing malls to accommodate retailer growth, but if you're a retailer like Abercrombie or Ann Taylor and you're already in all the better malls in the country and you're actually closing stores in underperforming malls, how do you grow from here? Is it new concepts? Is it straight retail?

Well, look, I think for Abercrombie, it's obviously international. But, I mean, we're doing a lot of business with Ann Taylor, so they obviously feel like there's places for them to go in existing portfolios. A number of these retailers are also looking to get in the outlet sector to grow. I mean, Bloomingdale's is a great example of that. I think we have 3 out of the first 7 or 8, right, Rick?

Yes.

So some are looking at international. It's interesting, when we first invested internationally, we did it in '98. And the theory was our U.S. retailers would go abroad. We didn't realize it would take them 12 years to do it. But thankfully, even though it took them 12 years to get there, we made a lot of money in our pursuit of international expansion. So they're finding avenues to grow. I still don't think, though -- Christy, I still don't think the demand is so great that it will foster new, full-price, ground-up redevelopment. When I say it won't, I mean, there's always going to be maybe a deal here or there that get done. But in order to get that done, you're going to have to have economics -- from our standpoint, those economics probably to motivate the retailers to take a risk would be something for us that would be very hard for us to underwrite, vis-à-vis the other areas that we can invest our capital. But that could change. And I expect it to change, but I don't think it'll change in the next year or 2.

And just in response to that question in terms of how they grow, and David alluded to this, most of our retailers are now very engaged in brand extensions. So Gymboree is growing with Crazy 8. J.Crew is growing with Madewell and Crewcuts. We've got American Eagle that is working with us on 77kids. And those are just a couple of examples. And when they are rolling out brand extensions, they are using the metric of their existing stores performance. So they are going to want to open their new brands where their existing brands are already successful, and that is obviously playing right into our strength.

Okay. And then just a follow up on your outlet comments. Aside from Merrimack, have you guys announced any other projects in the U.S. in the pipeline? And can you just generally comment on sort of the uptick in potential supply growth for outlets in the U.S. as more developers are targeting sites and starting new projects?

Well, look, we have not announced the construction of any new outlet. I know it's mostly public knowledge. We are looking and working in Galveston, Texas, and we think, ultimately, there'll probably be -- the market there can only really support one outlet, and you've got that in process. We'll see what happens there. But we're working on other sites, but we really don't have anything at this point. And when I say other markets, but we really don't have anything at this point to announce. But we're confident that we'll be able to find some other avenues to build ground-up. And I think in that market, in that sector, there is more demand to build some. But it's not -- there's not going to be a lot of these built because even with outlets in mind, the retailers are very disciplined in where they want to go and on what basis they want to go. And you've got competent developers like us and Tanger and others that understand that dynamic.

Okay. And just lastly, can you talk about how you're approaching shorter-term 1- to 3-year leasing versus a couple years ago? So what percentage of your leasing in the quarter was 3 years or less, excluding temp tenants?

Well, what we have in our -- the leases that were signed in the first quarter, we had -- the 2 years or less was 19%, which is the same percentage that we've been reporting historically. We are doing it, so it hasn't really changed. What we are doing is when we determine our term in our negotiations with our tenants, we're looking at whether we think it's the right use, the right rent, the right tenant in that space. Do we have space sitting next to it that's maturing in the next year or so? There are a lot of factors that go into that term discussion, and it's something that we're very focused on. But there has not been a material increase in our short-term leasing in the last several years, and so we're pretty much normalized going into this part of the cycle.

Our next question comes from the line of Cedrik Lachance of Green Street Advisors.

Just looking at The Mills portfolio, as you look back to that transaction, can you give us effectively a report card of how progress has been made? And what would you want to do or what do you want to do with The Mills portfolio going forward?

Well, I would tell you that I think The Mills -- there are 17 Mills. We only show 16 because one doesn't -- is under construction, that being Opry. And it's exactly -- the underwriting is exactly what we thought it would be. There's a couple that we knew going into that deal that were very difficult. But the way, as you remember, Cedrik, Mills didn't have much equity, if at all, in those, a couple that were tough. And we're making progress on those couple that are tough. But the fact is they contribute very little cash flow to us, and they're on our books for essentially nothing. The others have gone very well, and we've done a great job of improving them, and we feel very good about the concept. We've added full price. We've added outlets. We've added boxes. We're close to announcing a full-line department store in 1 or 2 or 3 of them. Sawgrass Mills, we've done a great job of executing the outdoor, high-end outlets there. We've also -- you'll notice a decrease in the occupancy. That's really associated with getting back the one anchor there, the Wannado in Sawgrass, which we've got great development plans that will increase the cash flow, we think, at that center by $4 million to $5 million just on redeveloping that box. So aside from the 2 that we always felt were tough, that were not great, great locations, we've actually been pleased with it. Fairlon's [ph] been a very good partner with it, and it's gone according -- essentially according to plan. The good news on the mall side is that we have -- I guess I can -- we have a big redevelopment that's going to be announced next week, so we can't announce it this week, on one of the malls, and we've also started major work in Southdale. So we are making really good progress on the malls. And we've been pleased with it, and it's gone according to what we thought with the major markets Potomac, Gurnee, all of those kind of going somewhat better than initially expected. And frankly, surviving relatively unscathed a great real estate recession.

And then so in terms of the 16 Mills themselves, do you want to move even further to Howard's outlets for those properties over time?

Yes, we think we're adding more outlets there. They're -- usually, they're in such great, dominant, super regional mall locations that we're going to do both full price and outlets in some of them. And others we think we can move even more with outlet concept.

Our next question comes from Mike Bilerman of Citi.

Yes, Quentin Vellely is here with me as well. First question on the leasing spreads, and appreciate the new detail. I guess when you look at total leasing, I mean, how much of that was in the quarter because I guess moving now the same space but increasing to above 10,000 reduced the square footage that's being shown on the page. And so I'm just curious, when you look at the totality of it, what sort of the trends were like in openings and closings?

Michael, it's Steve. Part of your question is correct. The premise is correct. We did move the same space, but we have always disclosed all GLA, all small shop GLA in our leasing statistics. But to answer your question, the $5.8 million that we included on a same-space basis is about 75% of our total leasing activity over the trailing 12 months.

And I guess when you look at the totality, so that 8 million square feet opening and closing, would the spread increase or decrease from that up 10,000 just to get a perspective of -- same space is very important but I'm wondering if we can get perhaps both of them so that we can really understand the impact it is to the bottom line on the totality of the portfolio.

Yes, Michael, if we had included a, cut at, 10,000 feet or 15,000 feet, the smaller space as you -- I thought it was the...

The question is if you include it all together.

That still would be substantially higher spread.

It would still be higher spread.

Can I assume that if it was higher than 10,000 or how much meaningful if you include all the leasing that you had completed?

Well, it's 75% of the total population. So it's not going to move it a ton, but it would be higher.

Look, I think you see that in where the average base rent is going to, right? So that gives you -- that's why that number is still out there because we want people to see what's happening with our average base rent. That takes everything into account: renewals, extensions, new deals, et al. And that's why that number's still out there to be shown.

And then when you think about The Mills platform and the benefits you've been able to do since you bought it, you do have a partner, and any time you have a partner rather than owning it, and a partner who's not going to be long-term owner of real estate, retail real estate like you are, it does set it up for -- you eventually have to pay for all the improvements that you did. And obviously, in a fair and negotiated way, I guess how does -- how will that venture eventually be resolved and sort of the timing of doing that? Do you envision buying it? Do you envision bringing in another partner for a very [ph] long stake? And how should we expect that to go?

We'll, all fair questions, all good questions, but very difficult for me to answer, obviously, because of the confidential nature of our partnership. But I will say this. They've been a very good partner. They've been very supportive. They've been very excited about what we've done with the portfolio. They've been more than willing to reinvest in the assets. So the partnership couldn't be better. Are they a natural, long-term owner like we are? No, clearly. Will that resolve itself in a win-win at the right time? Very, very highly likely, but beyond that, Michael, is very, very tough for me to venture further.

When you say the right time, is that next 12 months or should we be thinking 2 -- 3 to 5 years?

I'd like your advice. What would you like? Tell me.

I want the lowest possible price possible for the most accretion.

Me, too.

As soon as possible. Curious, last quarter, you gave me the bunny movie version of the Capital Shopping Centres and how that ended. Why don't you give me the same thing on the outlet center and all the other guys who are out there trying to develop, and how you think that's going to end at the end of the day with so much increased competition in the space?

Well, look, I don't have a bunny reference today, but I will say this. There's a lot that can be spilt between the cup and the lip, right? So my view of it is this. Until somebody starts construction on whatever project that is full price redevelopment outlet, all we are is yammering. So we try to keep our yammering. We're not perfect. We yammer with the best of them. We try to have the lower yammering quotient. We try to be leaders in yammering. But in the meantime, until it starts construction, to me it's just a lot of talk.

Hi, it's Quentin here. Just a question in terms of currency. You commented on additional potential offshore expansion. And just with the move in the U.S. dollar, I'm just curious how you think about investing offshore and whether you might change the way that you structure some of your potential offshore acquisitions?

Well, look. I mean, the interesting thing is you've got a couple -- it's twofold. One is very tough to complicate or consider a major outside of the U.S. investment right now if you have to use your currency to buy something, right? So on the other hand, you could argue, "Well, if we're in a further decline, are we not better off having some of our assets outside the U.S.?" Now we have about 5% of our assets outside the U.S., so naturally, we get some marginal benefit on it. But for us to do a major thing outside of the U.S., unless there was the ability to use currency-dominated financing, and in some markets you're able to, in some you're not, it's a tall order right now given how weak the dollar is. So naturally, I think at the end of the day, when you factor it all in, it probably curtails our investment. I mean, our greatest advantage right now should be our cost of capital, but if we can't use that -- I mean, besides all the ability to make assets better and all that stuff. That's true. But if we can't export our cost of capital because the dollar is so weak, it's a challenge to do further major international expansions. Yes, we can build. We're building in Korea. We're building in Malaysia. We're looking at other Asian markets and actually building stuff, and making things happen there. But to do a major deal, we don't -- and if we can't finance it where we don't get the benefit of our cost of capital here and have to convert dollar investment into that currency, I mean -- and so you could make a real estate deal, but if the dollar does strengthen down the road, you could get whacked and lose your value. So it's a natural constraint that we've got to deal with.

And I guess on the flip side with the currency, are you seeing more interest from offshore investors into some of your assets, maybe some of the weaker assets or potential for joint ventures? And does that give you some kind of opportunity to maybe sell more U.S. assets?

Well, look. I definitely think there is a -- I wouldn't call them weaker assets, but there's clearly the trend from a number of the international institutional investors who have a tendency to gravitate toward the highest quality and the major metropolitan markets is clearly moving away from that, looking to want to be in the U.S. for all sorts of reasons, yield, one, maybe their view of the dollar ultimately, all sorts, safety, whatever it is that they factor in. And they are going down the quality spectrum to find investment opportunities. So I do think that seems to be a trend that will continue at this point.

Our next question comes from the line of Alex Goldfarb of Sandler O'Neill. Alexander Goldfarb - Sandler O'Neill + Partners, L.P.: Just want to go to the topic of B malls. You guys are marketing some stuff. And it seems like every other retail company out there is marketing whether they'd call it Bs or non-core. How much of the stuff do you actually think will trade? And for the buyers, do you think the buyers will predominantly be financial buyers, or do you think that we'll see like real, real estate buyers.

Well, I think it's too early to tell on what's going to happen out there that will trade and at what pricing. But I think, actually, you're going to see probably an entrepreneur with equity, either from opportunity funds or from other kind of institutional investors that are going to see the yield opportunity, one, maybe the ability to make the property better, two. And when they put it all together, compared to kind of where they are on buying A plus, they see that risk adjusted return worthy of taking that investment. I would say to you, though, if the market's better, the financing market's better -- the fact that we're selling 4 malls is not a big deal. I mean, we have sold 100 assets as we've been public. So this is kind of a normal strategy, Alex. We clearly stopped that effort in '08 and '09, and '10, certainly for a period of time, even though we did sell something in '10 at a huge gain for us in Europe. So we're always looking to recycle capital. It's not a transformational deal for like some of the others that might be out there. But long story short is we'll have to wait and see. It's going to be a combination of operators, maybe even others, some other real estate, major real estate companies. We're just going to have to wait and see how it shakes out. Alexander Goldfarb - Sandler O'Neill + Partners, L.P.: Okay, so if I understand what you're saying, it sounds like you're a little less optimistic that there's going to be a lot trading. There'll be some trading, but it doesn't sound like you're expecting a huge amount. Is that fair?

Well, I think the market's better, and I think trades will happen. I'm just not going to quote what I think cap rates are going to be because I honestly don't know yet. But I do think there's going to be more velocity in, you use the term, the B assets. I do think there'll be more velocity. I think it's too early to speculate from our standpoint where cap rates will be. Alexander Goldfarb - Sandler O'Neill + Partners, L.P.: And my second question is for Steve. I think it was last call, you commented on the pile of pitch books for converts that's in your office. Sort of curious what the latest pile is, and what are your thoughts on doing some more 30-year or if you have a view of the 30 non-call 5 [ph] if that's attractive to you?

The piles are growing, Alex. The convert pile -- obviously, the capital markets are very robust right now. So unsecured debt markets are very attractive. And one of the things that we need to take into consideration is one of the things David said in his opening comment, we're sitting here with $4 billion of liquidity right now. So we certainly don't have the need to go to the capital markets. But having said that, given the attractiveness of the all in rate now, certainly on the bond side, it is something that we monitor and we will continue to monitor. Right now, I would tell you we are not as enthralled with the convert market, and I think it's not something that we would look at to put in the capitals back right now.

And look, I would just say that -- just to add what Steve said, I mean, one of the bigger decisions we'll have to make this year is whether we want to warehouse capital, given that capital -- we don't need it necessarily, but it is relatively cheap. And we do think -- I mean, I think -- I may be completely wrong, but I do think rates are going to up at some point. And so one of the bigger decisions we'll have to make at some point this year is whether we go ahead and warehouse capital, not equity capital, but whether we warehouse other forms of capital on the theory that rates are going to go up at some point here. And that's a decision that we think about all the time. But it's tough because we haven't seen it, but usually you don't want to be in the case where we react. Real estate guys tend to react while rates are going up as opposed to when rates are low, and we'd like to be a little -- at least -- we don't have to be perfectly smart, but we'd like to be less stupid . Alexander Goldfarb - Sandler O'Neill + Partners, L.P.: Sounds like a good strategy.

Our next question comes from the line of Nathan Isbee of Stifel, Nicolaus.

Just focusing on prime for a second. Clearly, you've had some good success leasing up some of the vacancy. Can you talk about some of your success there in terms of driving rents and perhaps put a number to that?

Well, I know we won't put a number to it. But look, I think we feel really good about the deal we did obviously going in. We're glad to have David as an OP holder. He's been a great OP holder as well. And it's just been a good win-win deal for everybody involved. It's a good portfolio. We expect to do some good stuff with it. Nate, it's tough for me to give you numbers. I probably won't. I know I won't. But what, Rick, you want to add anything to it?

The only thing I would say to you, Nate, is that what we've been able to do is as the new tenants enter the outlet sphere, we now have an additional portfolio of properties that they can immediately open stores in, and we're getting the benefit of that. And we see it with tenants that we've had relationships with, or like Coach is opening Coach Men. Bare Essentials, Vera Bradley. I mean, we're just taking these tenants now across a broader portfolio of properties, and that's really providing incremental momentum, both in rents, but also in sales. Because we're bringing in higher productivity tenants into the portfolio.

And I -- just to reinforce what Rick said. I mean, the greatest opportunity there is to increase the mix, which drive sales. And obviously, that's the focus.

What's the occupancy costs currently?

We don't separate that out. But it wouldn't -- it's not all that different than what you'd see from the outlet sector.

And then just quickly, in terms of your increased guidance. Can you just quantify the change in your same-store NOI assumption?

Well, we didn't do it this year. We didn't give a NOI -- comp NOI in our original guidance, but right now, we expect to beat our own internal budget. It didn't answer your question.

No.

We didn't -- I'm sorry, I'm not purposely frustrating you, but...

I was thinking the wedding was going to put you in a good mood.

But we -- the fact is, we didn't give specific guidance there. We have our own internal budget, and we hope to beat our own internal budget.

Our next question comes from the line of David Harris of Gleacher & Company. David Harris - Gleacher & Company, Inc.: Listen, I was listening -- reading your annual review, and on the international, I know you fielded a couple of questions on this today, but you make a reference to "We are proven to be valuable exporters of our know-how." I kind of read that and thought it was sort of a little imbalanced in the sense that I would've thought you would've learned a lot or could learn a lot from operating in overseas markets and taking best practices and exporting them around the globe. I'm thinking in particular to overseas tenants have really sort of enlivened the U.S. retail scene in the last few years as well. Any comments around that?

Well, look, our know-how, if you look at what we built, I mean, the outlets that we build in Asia are essentially our outlets here in the U.S., and they didn't exist prior to that. I think if you saw the product that we built in Poland and the product that we built in France, were actually highly U.S. influenced. So we certainly -- we learn every day here, abroad and everything else. But I think that the fact of the matter is we've had a profound and positive impact on what we've done, and that's really what my comment was meant to be. If you look at Gotemba in Japan, it's really modeled after what we did in Woodberry. If you look at what we did in Yeoju in South Korea, it's very similar to what we did in other parts of the U.S. So I think we've -- in fact, if you go to Dubai and you look at what they built, I mean, they've taken the best of foreign shops and other malls in the U.S., and replicated that. So again, that's not to denigrate the international marketplace. And we've certainly seen a lot of wow stuff over there, but we certainly contributed to all of the activities we've done overseas.

I think touching on the other side of your point, in terms of the international tenants coming in to our domestic portfolios, we've done a very good job of implementing them into our portfolio. We just opened the flagship H&M store forum shop. We're doing a lot of business with them and have a very close relationship with them. But it's not just them, it's Pampolina from Spain, Inglot from Poland, Diva from Australia, Aurecia [ph] from Canada. I mean, there is a lot of international tenants that we're doing business with across all 3 of our platforms. The Mills, the outlet centers and the malls. David Harris - Gleacher & Company, Inc.: I'm curious, Rick, actually -- I'm curious, are there any ideas coming out of Asia? Because all of the international stuff seems to -- the fresh international ideas seem to be coming out of Europe. Is there anything out of Eurasian context?

What we're anticipating is the UNIQLO is going to be a major player here, and they're building their flagship right on Fifth Avenue, and then we expect that we're going to have a similar type of expansion that we've seen with H&M. They started in the major cities and now they're throughout the country and growing very rapidly and doing very well in their stores.

And you know, the thing that we understand about the Asians is that they love to come to the U.S. and shop. And so one of the great things that we provide them in their travels is the fact that we have great places to shop, so marketing to them is really, really important. David Harris - Gleacher & Company, Inc.: Okay. Just on Asia and thinking a bit more on Japan. I know you made your comments there. As we sit here today, would you be inclined to try and step up your investments in Japan notwithstanding those comments you had to make about currency?

We have always -- we're actually expanding Ami right now, which is right now somewhat affected by what's going on in the -- with the nuclear facilities. But we have not looked at the full price market there. We've had great success in the outlet market. Cracking the code on full price in Asia has been a struggle for us. Values, the cost to develop full price there, the size of the deals, the ability to get the land in the right location. So that's been the tougher one -- that's been the tougher code for us to crack. We do think, though, our Outlet business in Asia can grow, and we're excited about that. Ultimately, can we crack the full price thing in Asia? I don't know yet, David. It's tough because first of all, it's not devoid of a lot of full price to begin with. And second, where you want the locations, the land cost, the infrastructure cost, and the competition are all challenges that we have to deal with. David Harris - Gleacher & Company, Inc.: Well, you may not want to respond to this but, I mean, surely your relationship with Mitsubishi Estates would be -- open a few doors for you on the full price, wouldn't it?

They are good partners.

Our next question comes from the line of Jeff Spector of Merrill Lynch.

Just want to follow-up on the comments about rates going up here at some time. I guess can you be a little bit more specific on your thoughts when you say "some time?"

Well, I wish I knew.

At least what you're thinking.

Well, look, I think our -- I think it's conceivable that -- how am I -- look, anything that we can refinance today, we're refinancing. We have certain mortgages that are obviously locked out to prepayment penalties, so we don't think it's cost -- you're trading dollars essentially, and it's not cost-effective to do that. But the big issue for us, if we do think rates are going to go up is whether or not we would do some kind of bond deal and warehouse the capital, because right now, we don't have -- if you remember what we did in '09 and '10 -- or in '10, I'm sorry, '10 essentially, is we bought -- we refinanced bonds and we bought them back and it ended up being, at least in today's world, an okay trade. So the question is whether we want to do something like that. Or we just hold on to the capital and wait for maturing debt to come do.

Jeff, this Steve. Just to kind of amplify on David's comments. If you look at, as a gamble, where the benchmark 10-year treasury is today and you track it back over any length of time, whether it's 10 years, 20 years, 30 years, it's clearly at historically low levels and at levels where over a long period of time they have not been for a very large percentage of that measurement period. So I think any time you're in an environment where rates are at historically low levels, it does give you pause to reflect about do you want to go get more capital because history would tell you that the probability is those rates aren't going to be at that level forever. And I think David framed it pretty well. We've got a lot of liquidity. We don't have an immediate use for the capital. But if your view is that it may be more expensive down the road, it may make sense to go after that capital now.

Okay. And I'm not sure if you'll answer this question then. Do you think that the market is properly pricing in higher rates when we think about today's current stock prices, thoughts on cap rates, the implied cap rate on the group?

Well, I think the market's probably anticipating a recovery and a stable interest rate environment.

Lack of yield in the rest of the world and there's a lot of...

And I think -- look, I mean, I think the fact of the matter is that's been the reality. So our view is recovery, you're seeing a recovery, we've been at it for a few quarters now. Clearly interest-rate market's been very stable. At some point, that might change. I'm not so much worried about the recovery as opposed to the interest rate environment.

Okay. And turning to leasing, I know you said earlier today, on a public call, it's tough to answer questions. I guess can I just ask on -- in general, in your negotiations, are you focusing on sales the next 12 months or are you still negotiating on trailing 12?

When we're negotiating with the tenants, it is a very individualized negotiation. We're looking at their growth in the last 6 months, but we're looking at the use, the space, the size of the space, the quality of the mall, the space in the mall. There's a lot of factors that go into how we price our rent and certainly sales growth is one of them, but it is not the only one.

Yes, and I'd just say it's -- really, the biggest focus is the market value of that space, right? You could have a retailer in that space that's not performing, and I wouldn't want to tie the rent to that sales performance when in fact, the market value is higher or would indicate a higher rent. That -- leasing is an art like -- and certainly we try to make it as scientific as we can. We're leaders in data generation here in terms of all of the tools available to us to assess that. We assign market value for each space. We use it sometimes. We ignore it others. At the of the day, we have relationships to factor into it. So at the end of the day, we kind of all put it together, and the best thing going for us is our judgment. It's an art. It's not a science. It's not order taking. It's what does it do for the center, merchandise mix, where we want to take the center and all those factor in, certainly having positive sales history which is positive traffic all go into the blender and all make the job somewhat easier than it was a year or 2 ago. But it's all those things that factor into what's the right -- what we're trying to accomplish and what the right rent is.

Okay. And then turning to international. We know David Contis has experience in Brazil. We just did a tour there. I mean, do you think that it's too late at this point? Do you think you missed the opportunity on full price in Brazil?

Not necessarily. David, the research we've done, the biggest constraint that I see in Brazil is that -- the currency issue as opposed to the real estate issue and the cost of the financing there. So you don't get -- we wouldn't get any much if any advantage on our lower cost of capital here to put money to work. But I think that story on the real estate front doesn't seem to have changed at all. The problem is you really do have a dollar currency issue that makes it a little more challenging to conceptualize a transaction there.

Okay. And then last question, where do you stand on '11 leasing? And what are some of your goals heading into ICSC?

Well, '11 leasing is, for all intents and purposes, on our renewal is done. We're well into 2012. For us, frankly, ICSC is much less important. In fact, the month of April and the month of May prior to ICSC are our peak periods of tenants coming to Indianapolis to meet with us because the volume of activity we have, they'll come for 2 days in order to go over all the opportunities in the portfolio, whereas at ICSC, you're really limited to half an hour or hour sound bites. So we're doing a lot of leasing. We're focusing on our '12 renewals and leasing up the vacant space. And so far, we're seeing good momentum.

And I'd say this, Jeff. The biggest focus that we'll have is on some of our major redevelopments. So included in that are like Nanuet Mall is a -- we are finally at the point now where we're going to start demolishing that center. We have Quaker Bridge, Del Amo, Dadeland, La Plaza, Plaza Carolina, Southdale, Southridge, Copley, what we're doing on the island, Laguna Hills, Stamford, we hope to push along a potential expansion of that center. So -- and then we've got some things in the outlet side as well, potential new projects that we could start talking about there. So that would be -- of the -- and Rick's right. I mean, '11 is essentially done, '12 lease renewals. But I'd say the focus really for us is going to be on the major redos that we've got, we're on the cusp of doing.

Our next question comes from the line of Carol Kemple of Hilliard Lyons.

What led to the decline in other income from the year-ago period?

Yes, we had big lease settlement income in the first quarter of 2010, Carol.

Okay. And then this question's probably for Rick. Are you seeing any and new and exciting retail concepts coming to the malls?

Okay, hold your breath.

Thank you for asking. We are. And what's interesting is that they're coming from all different places. For example, we're doing deals with Fiat dealers because they're not opening their new dealerships. They're reintroducing the concept to the United States, and they want to be where the people are. We're signing leases with Tesla Motors, the new electric car maker, because they want to have their demonstrations where the people are. We're doing deals with Microsoft, the biggest Internet-based company. They need to open stores where the people are, and that's our malls. I could go on, but David will give me the hook. I'll stop when David gives me the hook. Well, Love Culture is growing very substantially. Francesca's has filed for a public offering, relatively new concept. Charming Charlie's, Pandora just went public. There is just a lot of activity going on in our portfolio, and happily, throughout the portfolio. These are not just concepts that want to be in the top hundred malls. These are concepts that have broader price points and want to have 400 to 800 stores in their ultimate build-out. So it's very exciting.

Our next question comes from Ben Yang of Keefe, Bruyette, & Woods. Benjamin Yang - Keefe, Bruyette, & Woods, Inc.: Just one quick one for me. Maybe David, do you have any thoughts on potentially teaming up with a partner to do outlet center development in Canada? Maybe starting in Toronto, just a few miles away from another potential site? Just curious if you had any discussions with Callaway to potentially start a partnership there?

Well, we are looking into Canada, Ben. I can't say other -- I can't really put any more meat on the bones there. We do think it's a pretty good market for a handful of centers, but I can't really say anything more than that. But we are looking into that marketplace. Benjamin Yang - Keefe, Bruyette, & Woods, Inc.: I mean, hypothetically, if you were to form some type of partnership, do you envision yourself as just maybe like a capital partner or would there be some type of development, management leasing that you would share with your hypothetical partner?

Well, if we did a venture in the -- I mean, this goes for any outlet venture, whether it's U.S., Canada, Mexico, Malaysia, Japan, Singapore, China, we would definitely add operational expertise. We would not just -- it just wouldn't be our capital. So that's kind of a -- that's it. That clearly would be the case.

Our next question comes from the line of Tayo Okusanya from Jefferies & Company. Omotayo Okusanya - Jefferies & Company, Inc.: Quick question, when I look closely at results for the quarter, I mean, you guys beat consensus roughly by about $0.08. The midpoint of your new guidance is up about $0.08 versus your old guidance. But it sounds like operationally, things are getting better, leasing spreads are getting better, leasing velocity is getting better. I'm just surprised guidance wasn't up more. Is there anything unique in the first quarter in regards to the $0.08 beat that you expect will not be repeated in the back half of the year?

Not really. You know what, we're a little cautious on Japan. We have a very robust international Outlet business. Some people forget about it, but it's not inconsequential. It's a great business. So we're being somewhat conservative on what the outcome of that is. It's sales dependent. And we just don't have enough history yet on what's happening there. The south is actually pretty good at Japan. Sales have bounced back pretty reasonably. But we just don't know, and we like to be generally conservative in setting expectations. So you put that together, we still have to execute our game plan. We're good, but we're not infallible. So you put it all together, and it's where guidance came out.

With no further questions at this time, I would now like to turn the conference back over to Mr. Simon for closing remarks.

Okay, thanks, everybody, for your time and your interest, and we look forward to talking to you in the near future.

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. Now disconnect, and have a good day.