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The Macerich Company (MAC)

Q1 2013 Earnings Call· Thu, May 2, 2013

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Transcript

Operator

Operator

Good day, ladies and gentlemen. Thank you for standing by. Welcome to the Macerich Company First Quarter 2013 Earnings Conference Call. Today’s call is being recorded. At this time, all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. Instructions will be provided at that time for you to queue for questions. I would like to remind everyone that this conference is being recorded. And I would now like to turn the conference over to Jean Wood, Vice President of Investor Relations. Please go ahead.

Jean Wood

Management

Hi. Thank you everyone for joining us today on our first quarter 2013 earnings call. We look forward to see many of you Tuesday afternoon June 4th, in Chicago for our Construction Tour of fashion outlets of Chicago, as well the tour of The Shops at North Bridge on Michigan Avenue. Please contact me for the details. During the course of this call management will be looking – will be making forward-looking statements, which are subject to uncertainties and risk associated with our business and industry. For a more detailed description of these risks, please refer to the company’s press release and SEC filings. This call will be webcast for some time to come, we believe it is important to note that the passage of time can render information stale, and you should not rely on the continued accuracy of this material. During this call, we will discuss certain non-GAAP financial measures as defined by the SEC’s Regulation G. The reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is included in the press release and the supplemental 8-K filings for the quarter, which are posted in the Investors section of the company’s website at www.macerich.com. Joining us today are Art Coppola, CEO and Chairman of the Board of Director; Tom O’Hern, Senior Executive Vice President and Chief Financial Officer, and Robert Perlmutter, Executive Vice President, Leasing. With that, I would like to turn the call over to Tom. Tom O’Hern: Thank you for joining us today. First, I’d like to introduce John Perry, our Senior Vice President of Investor Relations. We’re very pleased to welcome John to our management team in this newly created position to withstand investor relations efforts. We’ve known John for many years at Deutsche Bank and we know he is…

Art Coppola

Management

Thanks, Tom. First of all, I’m going to talk about our dispositions recycling program, then I’ll talk about our development to both underway as well as our shadow pipeline as outlined in our supplemental. And then, I want to talk a little bit about our same center NOI growth and the prospects for the immediate future. On the topic of dispositions, I’d like to first of all revisit the why behind our recycling program. The disposition of recycling program was really driven by our observation that as a result of the acquisitions of Kings Plaza and Green Acres, that we were able to do a tax advantaged reverse 10/31 exchange and take 14 assets and essentially allocate the high basis, the new basis of the two centers that we have bought into 14 older centers, which therefore would make them tax efficient for disposition. Secondly, one of the drivers behind the decision to expose a number of properties to the market and we exposed a larger number than we thought would be purchased because we had no idea who the – what properties the buyers would be interested in. A second major driver of that decision was to reload our balance sheet after the $1.7 billion of acquisitions. As you remember those acquisitions were funded using property level or other corporate level debt of $1.2 billion, which is a naturally high amount and we knew that it was temporary. We decided to reload the balance sheet through dispositions. Another driver of the decision to go through the recycling was to essentially think about this as recycling capital from older, slower growth assets into Class A higher growth assets such as Tysons and Fashion Outlets of Chicago and the others outlined in our supplemental in the shadow of pipeline. Another driver…

Operator

Operator

(Operator Instructions). And we will take our first question from Craig Schmidt with Bank of America. Craig Schmidt – Bank of America: Thank you.

Art Coppola

Management

Good morning, Craig. Craig Schmidt – Bank of America: Hi, I’m seeing really strong performance in rents and rent recoveries in the first quarter. And I wonder if there was any concentration of where that lift came from or maybe just some color behind that – those strong numbers.

Art Coppola

Management

I mean it really the – it’s across the portfolio, Craig. You’ve seen nice growth in recoveries. And particularly if you look at recovery percentage, it’s up because we are able to hold our expenses in line with last year. And that combined with top line rental growth really was a big part of the growth in the first quarter. Tom O’Hern: We cut about what amounts to 1% of same center expense out of our operating expenses, which is just beginning to flow through our numbers, and those flow equally through every single property. Craig Schmidt – Bank of America: Okay, great. And, I was wondering if you had a sense of where the occupancy might be at Fashion Outlets in Chicago, when it opens in August 1st. Tom O’Hern: We don’t control the tenants opening dates. That’s always – we don’t control the permitting process, the building inspector process, all of those things. Look, we are over 90% signed. Our anticipation is we’re going to open with 90% of the lights on but we don’t control that. We work with them well and we have expeditors all over the place helping them. The tenants are very bullish on what they are doing. And they are doing everything they can to make sure they are open, but we don’t control that process. Craig Schmidt – Bank of America: Okay. And then just finally the 20 acres next to Green Acres, obviously it will be a lot of big box interest. But, is there something better that you can do with that?

Art Coppola

Management

What we’re evaluating right now is we look the strength of Green Acres is in catering to the masses. And if the center that does as we mentioned when we bought it over $800 million in total sales. So that’s a powerhouse. We’re going to add retailers that bring shoppers. We’ve already got a very large selection of specialty stores in the mall. So there is now reason to try and to expand that offering. But we’re evaluating it right now. It was no-brainer to buy it. It had been sitting there forever and when we saw that we had an opportunity to buy go and there is a old theater there. When we saw the opportunity to buy it, you couldn’t have bought a more beautifully positioned piece of land. There is not even a street in between it. The driveway that’s in between it is owned by us. I mean I have never seen where you can buy a property that’s doing $800 million in business and you can buy 20 acres of contiguous land right next door with that kind value. It’s – it was a no-brainer. There was lose tons of tenant demand and we’ll see what we do. There could be an expansion of the mall and part of that land is used for surplus parking, which is much cheaper than we would have had to have faced using deck parking, we’ll see. Craig Schmidt – Bank of America: Yes, that was a pleasant surprise. And let’s assume that’s great. Thanks.

Art Coppola

Management

We’re starting to work on buying, the land before, we even sign the contract to buy the mall. Thank you.

Operator

Operator

(Operator Instructions). And we’ll take our next question from Rich Moore of RBC Capital Markets. Richard Moore – RBC Capital Markets: Hello, good morning guys.

Art Coppola

Management

Good morning, Rich. Richard Moore – RBC Capital Markets: One of the things, we had heard a bit recently is that getting CMBS debt for B-quality malls was getting more difficult than it had been. Do you guys have any thought obviously some of your buyers for the 14 assets might need CMBS debt. And I’m curious do you have any thoughts on the CMBS market and specifically with regard to regional malls and maybe the B assets in particular?

Art Coppola

Management

Sure. We’re not been answering any B assets on our own. So we’re not a good proxy for that. I would point out to you that we’ve placed $820 million – or $925 million of debt on two malls that had JC Penney as an anchor. And that was Queens and Green Acres all in the last three months, but obviously those are not B-malls. The buyers that are working on deals with us, generally are putting between 60% to 70% debt on the properties and it’s I think CMBS in every case, the rates that I’m seeing that they’re seeing are pretty attractive. They are within 50 basis points of what we’ve been borrowing even as they stretch their leverage up to 65% to 70%. Some of these malls have JC Penney and Sears as two of the three anchors. All of them have one or the other and some of them have both as part of four. I’ve not seen any impact whatsoever in terms of the lending world and I’ve heard the noise about that on other calls. I have not seen the impact now. It does matter, where your JC Penney is located. So if it’s a JC Penney, that’s in a mall that’s doing $220 a foot, you’re not going to be able to get a CMBS loan. Just like if it was a Nordstrom anchored center that was doing $220 a foot, you’re not going to be able to get a CMBS loan. So I mean really the productivity of the center I think is the more relevant fact. Certainly, the lenders are willing to learn. Tom O’Hern: Rich, I’d characterize it as still being very aggressive in the CMBS not two weeks ago with San Tan Village and it was very, very, very competitive. And as I said, we are not financing any B’s right now, but we have been hearing from the brokers as it relates to some of the assets in our disposition program and they still characterize the borrowing environment as very borrower-friendly and that the underwriters in CMBS are being very, very aggressive. That’s a...

Art Coppola

Management

The quality of the asset is key, all right. So remember that. The other point I would make out is that – we would make is that, look, one of the guys that’s really active in the CMBS market, is the same investment bank that just loaned $1.75 billion to JC Penney. Richard Moore – RBC Capital Markets: Yes, fair enough, all right. Good, guys. Thank you.

Art Coppola

Management

Thanks, Rich.

Operator

Operator

And we’ll take our next question from Michael Mueller with JP Morgan. Michael Mueller – JP Morgan: Hi. Couple quick ones here. When we’re looking at the disposition range of $500 million to $1 billion, is there a certain number within the range that’s ideal the way to look at it, I mean as – is a 1 billion better than 750 million?

Art Coppola

Management

No, not really. I mean it’s – look it’s opportunistic, 500 million could be a great result, a 1 billion could be a great result, it’s very opportunistic. We’re not chasing a number, we’re just exposing these properties to the market, we’re very far along in the process. But very far along could mean that we’ve got somebody that’s in due diligence and there go hard date could be tomorrow. So it’s really hard to talk about the process right now. Other than, we’ve had substantial interest, and we’re extremely confident about the lower end of the range. We don’t control whether buyers actually perform, we don’t control, whether they step up and go hard, when their go hard date is. So we can’t prognosticate what the ultimate number would be. Michael Mueller – JP Morgan: Got it. And okay. And then, if we look at the year-over-year occupancy gain that you posted this quarter, would that appear a same-store increase or how much of an impact was there from acquisitions and dispositions in there?

Art Coppola

Management

Mike that was mostly same – same center. I mean you’ve got all of the detail in the supplement, where you not only see sales by assets, but also occupancy. So you can see a relative occupancy levels in some cases, actually the acquisitions have a lower occupancy level in our – reported numbers, so most of that was same center gain in the quarter. Michael Mueller – JP Morgan: Got it. Okay. Thank you.

Art Coppola

Management

Thanks, Mike.

Operator

Operator

And next, we’ll go to Paul Morgan with Morgan Stanley. Paul Morgan – Morgan Stanley: Hi, good morning.

Art Coppola

Management

Good morning, Paul. Paul Morgan – Morgan Stanley: On the development schedule, just maybe you could provide a little bit color, I mean, are you – I think you said last quarter that you really have kind of plans for the majority of the top couple of tiers at least of your portfolio and the way you group them and you chose to put the one that you did in the development, how should we think kind of – what does that mean for those versus the others, when would you kind of what do you characterize being kind of real enough to provide that disclosure and kind of how would that evolve going forward? Tom O’Hern: I would expect that you’ll see the shadow pipeline grow each quarter through the foreseeable future, and I would expect that you’ll see properties doing that are in the shadow pipeline move up to the in-process grouping periodically. I’d expect that if it shows up on the shadow pipeline, let’s say the probability of that it’s going to become a reality is extremely high. We took the attitude that let’s kind of start with a skeletal approach on this first quarterly provision of the supplement and will be adding to it. One of the debates was that we do have many properties where we have a $10 million or $20 million repositioning that we’re pursuing or $8 million opportunity that’s still creating value and we didn’t want to – we’re still kind of debating and John Perry is helping us to think about how we provide kind of clean disclosure without it being a syllabus of activity. So you’ll see additions to the shadow pipeline and my guess is every quarter for the foreseeable future. Paul Morgan – Morgan Stanley: All right, you’re two-for-two on a disclosure side this course. I look forward to what comes out next quarter as well. On the Tom O’Hern: We just need the guidance from you on that and then we can try and I’ve given you some. I will give you more if you like. On the occupancy, I appreciate the detail there and when you actually look at it, a lot of that kind of pickup and occupancy. Your mid tier centers are kind of 20 miles that are up 200 basis points. Kind of in the context of what you said earlier, I mean is that a reflection of a change in strategy. Some of it maybe kind of driven by these some of these are being marketed or is it just – are you seeing a pickup in mid-tier demand that is kind of noteworthy.

Art Coppola

Management

Bobby, you want to address that.

Bob Perlmutter

Analyst

Sure. Paul, its Robert Perlmutter. I would say in general it reflects an improving environment for some of the mid tier centers and I think that improves a couple of ways. One is the just starting with the supply. The shrinkage is much lower than it was a couple of years ago where bankruptcies were not really so much higher. So I think there is some stabilization in performance and I think the other thing we see is the activity with the national retailers, a number of national retailers are rolling out formats more targeted towards the mid tier centers people like us. So many of the retailers have open to bias in this category that a couple of years ago they didn’t have. So, I would say, it’s general improvement in the environment and the retailer demand for the mid-tier centers. Paul Morgan – Morgan Stanley: Okay, great. And then just lastly on the delay deal where the rents versus your kind of pro forma going in now that you do?

Bob Perlmutter

Analyst

It hit our pro forma. It’s – we’re in very good shape both the two anchor deals we’ve got are right at pro forma. So, our anticipation is that the balance of the lease up – we should easily hit our pro forma or above. We feel very good about – we feel really good about where we are on the entire project and in all five elements of it. And I do want to emphasize all five elements of Tysons, and the appliance is one of those five elements, because that’s the staging area, and the connectivity that is going to make this such a unique property and it’s going to feed each of the properties, the retail property. It’s the synergies of having one owner develop this are massive, had we sold off the air rights to anyone of the towers, the opportunity to cross markets, cross brand and plan the traffic between the different elements, would have been loss, which would have been a shame. So Alaska and Macerich, the Alaska Permanent Fund, which is a very thoughtful investor and we planned out from the very beginning and thought about selling off development rights to others then came to the conclusion that we should – we need to build this on our own to protect the golden goose, which is the retail, but to make sure that it all works together, and the thesis that you know, that there was synergy and then opportunity to cross market, and across brand. We’re already seeing the reality. Paul Morgan – Morgan Stanley: Great. Thanks.

Art Coppola

Management

Thank you.

Operator

Operator

And we’ll take our next question from Quentin Velleley with Citi.

Art Coppola

Management

Hi, Quentin. Quentin Velleley – Citi: Hi, good morning, out there. Just in terms of the – the new development disclosure, which is great to have, just wanted to try and basically reconcile some numbers, if you look at the schedule, you’ve got a total of about $179 million, which is your CIP or your pro rata capitalized costs, but then, if you look across that the balance sheet, there is a total, it’s more or like $430 million. So there is a roughly $250 million gap between the two. You just mentioned a couple questions ago that some of it is the smaller type projects, but can you maybe just run through how much is the smaller projects and what else is in that spread? Tom O’Hern: Yeah, another quick reconciliation, it’s not going to take much time here because we don’t have that much. On page seven of the supplements, you’ve got your consolidating balance sheet. And you’ve got $317 million listed as CIP for wholly owns. And, Chicago is 67 of that on page 30. We have Estrella Falls 31 in Niagara10. In addition to that, we have numerous things that we got to capture in CIP for GAAP purposes. There are non-cash items. Some cases, it’s imputed land value, which is what we have in Chicago. In some cases you have to capitalize interest even though you don’t have a construction loan. That’s a non-cash GAAP entry. And, there is about a $100 million or so of this non-cash allocations in that CIP number. And then, there is about $100 million or so are small projects – probably 20 or so projects in total of makeup that number. If you look at the joint venture number there, it’s 112 million in CIP, our pro rata share that’s disclosed in bullet number 3 there on page 7, and that’s made up of $67 million from Tysons Corner, which ties to page 30, $4 million from Broadway Plaza, which ties to page 30 also. And then, other JVs and the accounting adjustments are about $40 million or so. That gets you to $112 million. Quentin Velleley – Citi: Okay, that’s helpful. And then just secondly, can you just talk a little bit about your schedule at RECon in Vegas in a few weeks time. How it compares to last year and is there any sort of new concepts we should be thinking about?

Art Coppola

Management

Well, I can speak from our experience. Our schedule is very strong, stronger than last year. We actually extended our hours on Sunday for a full day, which previously was a half a day. So I think the – the lease environment continues to improve. We talk a lot about new concepts, and new concepts coming, two of the centers, gets a lot of press. But if you look at our 10 largest tenants, they really are equally or more important to us. And generally, our 10 largest tenants are doing very, very well that really bodes well for the coming years.

Operator

Operator

And we will take our next question from Christy McElroy with UBS. Christy McElroy – UBS: Hi, good morning. Tom O’Hern: Good morning, Christy. Christy McElroy – UBS: Tom, maybe I’m being a little too technical or reading too much into this. But the updated quarterly percentages that you gave for guidance would imply 25% for Q1, which at $0.86 would put you at the upper end of your new range. Is that what we should take away from that. Or should we be thinking about the Q1 number sort of excluding any one-time items like the un-depreciated asset sale? Tom O’Hern: The first quarter was $0.86 and a 25%.

Art Coppola

Management

Yeah. It gets you in the range, but there is always rounding in these things, Christy. I mean that could – to be accurate and had to taken out three or four digits and that’s really implied. I could have said 23 to 24 for Q2 and Q3 and 24 to 25 for Q1. So I wouldn’t read too much into that.

Jean Wood

Management

And I especially Tom O’Hern: Okay Jean.

Art Coppola

Management

Proceed with the dispositions, not controlling the timing of that. I crunch when I hear Tom give quarterly guidance with all of that activity going on, because if the disposition closes one month, I mean versus another it can change things. So I’d look at for this year, in particular I’d be looking at the year, but obviously Tom has given you his best customer on the guidance on the quarters. Christy McElroy – UBS: Okay. Tom O’Hern: And obviously, we will revisit at the end of the second quarter, when we will have even more information on the disposition program we can true it up then if need be. Christy McElroy – UBS: And then with regard to other income, the last two quarters, it’s kind of spike tear. Wondering if there is anything one time in their and what we should be looking at for sort of our run rate going forward? Tom O’Hern: No, it’s part of it is function of we have more wholly owned assets now, because we bought up our interest and flat from 25% to 100% obviously we did the same with arrowhead, we had at Green Acres and King’s. So if you go to the consolidated income statement and the supplement you see that if you take other income all the way across to that $19 million for the quarter. And that is a good run rate, we’re going to run on average $19 million to $20 million per quarter in there. There is a lot of things that go in their advertising Telecom operating machine, gift cards, sponsorship income and it’s an area this is, but I think that’s probably a pretty good run rate. Christy McElroy – UBS: Got it, so previously you had that? Tom O’Hern: That’s right. Christy McElroy – UBS: And just lastly that on the last quarter you mentioned a $2 million acquisition costs on Green Acre was that an operating expenses?

Art Coppola

Management

Yeah was in I think we came at a little bit less than that we came in above 15, 16. Christy McElroy – UBS: Okay. Thank you.

Art Coppola

Management

Thanks, Christy.

Operator

Operator

And we’ll take our next question from Josh Patinkin with BMO Capital Markets. Joshua Patinkin – BMO Capital Markets: Hi, good morning out there. Niagara Fashion Outlet, I’m wondering how much of the customer base there as Canadian driving in from Toronto, obviously premium outlet opens in August in Toronto. And can the greater super regional market support another 600,000 700,000 feet of outlet space? Tom O’Hern: 80% of our customers come from Canada and they come to fashion outlets of Niagara because of the embedded differential in prices. There is a between 12% and 15% difference in the price structure for multiple reasons. And, we are – our retailers that are leasing space in our 172,000 foot expansion are very confident that that market and that price advantage will remain and they are very bullish in their interest level, and the rents that they will pay us for the expansion. So look at the – obviously, it’s going to have an impact on the marketplace, but my guess is that it’s going to have more impact on Toronto retail than fashion outlets of Niagara. Joshua Patinkin – BMO Capital Markets: And, I assume a lot of the merchants you are talking to open up two stores these centers, is that fair to say, or I guess you wouldn’t know if they are going to be in premium outlet? Tom O’Hern: I can’t comment on their tenant roster because I haven’t really paid attention to it because I don’t really that it’s relevant to what we’re doing. Joshua Patinkin – BMO Capital Markets: Okay.

Art Coppola

Management

What they are doing is fine and great for them, and I’m sure it will be a great tenant roster, but I really don’t see the centers being competitive at all with each other. Joshua Patinkin – BMO Capital Markets: Okay, okay. On Kings Plaza, as you guys acquired, it looked like to me that Gap closed their brands at the Center; do you have any insight into their decision?

Bob Perlmutter

Analyst

Josh, this is Bob Perlmutter. I think Gap’s decision to close their Gap store was based on underperformance within the center and our ability to take a larger space and bring in more productive tenants at higher rents. They continue to operate the Old Navy, which is pretty productive and has a term left. So I think that was really a specific tenant that didn’t resonate with the customer. Joshua Patinkin – BMO Capital Markets: Okay. And I’m curious if Green Acres and Kings came as a package deal, or could you have bought these two separately, and would you wanted to that?

Art Coppola

Management

Well, we spend a lot of time on the last earnings call, talking about that question. So I could tell you that we were offered both properties at the same time, and we were actually offered more than both properties at the same time. There were other properties, we were offered, but we always wanted to buy these two properties, we bought these two properties and we’re thrilled that we bought these two properties. Joshua Patinkin – BMO Capital Markets: Okay. Thanks very much.

Art Coppola

Management

Thank you.

Operator

Operator

And we’ll take our next question from Alex Goldfarb with Sandler O’Neill. Alex Goldfarb – Sandler O’Neill: Good morning out there.

Art Coppola

Management

Hi, Alexander. Alex Goldfarb – Sandler O’Neill: Hey. And yeah, it is amazing you have 20 acres just for sale next to Green Acres and it wasn’t thought. Two questions, my two questions. The first question is, Art, after the last quarter, you did your listening tour. And apart from releasing the day before, you know at probably at 4 PM, which is great, what was the feedback that most surprised you?

Art Coppola

Management

I don’t remember. I’m not being cute with you here honestly. Alex Goldfarb – Sandler O’Neill: Okay.

Art Coppola

Management

I think I have to answer that. The conclusion that I came to was that we can do a better job telling our story, and that’s on all levels. Disclosure is just one of them. We have a great story. And I came to the conclusion that you know, that we could do a better job telling our story and telling in – and a better job telling a story part of its disclosure. The part of it is also telling the story to more than the normal universe of investors than we have told in the past. So going forward, we’re going to be seeking to inroads into investment groups that currently are not in our shareholder base and may not even be in the REIT shareholder base. I guess the – look, whether it’s surprising or otherwise. The biggest takeaway I have with that – doing a great job, running your business is not enough. That you have to also do a great job telling the story that you’re doing a great job running your business. I know we do a great job running our business and I guess I may have slipped into a belief that that was enough that everybody would notice, but I did come with a conclusion that we could do a better job telling this story disclosure just part of that. Alex Goldfarb – Sandler O’Neill: Okay. And then, Tom, on the 6.2% growth in sales. I’m assuming that’s on a total portfolio. Do you’ve the number for what it would be on a comp pool, so we can see the impact of the acquisitions versus what the same store pool prove in that – in sales? Tom O’Hern: Alexander, your assumption is right that its total portfolio compared to the portfolio a year ago. And, although I don’t have that you’ve got the detail there, so you could have a pretty good idea of what the new assets, Green Acres and Kings may have done to that number, but they are close. It’s not going to move too much on a same set of basis, but I don’t have that.

Art Coppola

Management

Yeah. Green Acres was right at the average and Kings was a little bit above the average, but when you look at the overall pool, if you’re 200 basis points above the average, it doesn’t move to that much. Tom O’Hern: Right. And we had a disposition last year that was above our average, just going the other way.

Art Coppola

Management

Right. Alex Goldfarb – Sandler O’Neill: Okay. Thank you. Tom O’Hern: Thanks.

Operator

Operator

And, we will take our next question from Tayo Okusanya with Jefferies. Tayo Okusanya – Jefferies: Good morning. Tom O’Hern: Good morning, Tayo. Tayo Okusanya – Jefferies: How are you guys? First of all congrats on a great quarter. Just a quick question on the tenant base. We’re talking very positively about what’s going on with the tenant base, but just kind of curious, are there any retail categories where there are issues that you’re worried about or any kind of tenants on watch list that you are worried about?

Art Coppola

Management

We definitely have tenants that are watched closely and – in all categories both the specialty stores as well as the big boxes. And, some of those tenants that were on that list a couple of years ago, many of them were junior tenants that have actually rebounded fairly strongly. In past quarters, people like Best Buy and others have been getting a lot of press. So many of them have rebounded, I would say that, in general, we’re finding the watch list to be stable or declining. We see the overall health of the retailers being better. In particular, we see the big boxes moving more into the mall environment and particularly in some of the B centers. That’s been a big improvement people like Ulta and TJ Maxx and others are now looking at the mall as an expansion of their store base. So, in general, it’s overall improving the environment. It doesn’t mean that there aren’t isolated incidents. Most of them are isolated companies as opposed to categories. Tayo Okusanya – Jefferies: That’s very helpful. Thank you very much.

Art Coppola

Management

Thank you. I think we have time for a couple of more questions. Operator?

Operator

Operator

We will take our next question from Cedrik Lachance with Green Street Advisors. Cedrik Lachance – Green Street Advisors: Great, thank you. And thanks again for the new disclosures on the occupancy cost ratios. Looking at those numbers, your group two of sellers to – so the top 11 to 20 has an occupancy cost ratio that’s meaningfully lower than group one, and somewhat lowered and in some of the subsequent groups. And is there anything you can do in particular in some of those centers to push rent, so is that related to the mix including the fashion outlets being part of the group that’s depressing the occupancy cost ratio?

Bob Perlmutter

Analyst

I mean, I would tell you there is a couple of items that are probably more mix related than drawing any general conclusions, you mentioned the outlet center, Broadway Plaza is obviously a center that is going to potentially be substantially redeveloped. So right now, it’s got a lower cost of occupancies as we keep tenants short-term. The other factor is you have a number of open air centers there, which generally have lower than expected operating expense cost than some of the enclosed centers. So I would say that it’s more just a nuance of the mix and the timing that some of those centers are in their life cycle as opposed to any conclusions. Tom O’Hern: There is the one point that I would make is that – hopefully I’m reading my – our own charts correctly. If I’m ready them correctly that our top 10 centers do $831 a foot, and that the next group does $623 a foot. There is a totally different dynamic at a center that does a $1,000 a foot than a center that does $650 a foot. You have tenants at places like, Queen Center, Tysons Corner and even Kings Plaza now where their occupancy costs might be 30% of sales at times and you go to try and replace them and they can’t leave, because they have to be in the center to protect their own brand. Likewise, when you’re offering space that happens to be available in the center like that. It’s not all lot of the question to set the rent at levels where the tenant believes they are paying 15% to 20% of their sales, because at those sales levels they can make money at that kind of occupancy costs. So, I would totally expect the most productive…

Art Coppola

Management

You mean theoretically if you said.... Cedrik Lachance – Green Street Advisors: Theoretically... Tom O’Hern: Well, as Art mentioned, one of the dynamics were seen at the most productive centers, the Queens Center and the Tysons Corner, so the world is. Historically we’ve always looked at an opportunity to take a larger space at lower rent and make it smaller spaces at higher rent. We’re actually seeing the opposite happen at some of these centers where tenants are paying premiums for multilevel flagship stores and tenants step-up to an occupancy cost that is partly based on their P&L and party based on the importance of the store within their store program and at these iconic center. So we’re reaching 20% and higher at the top part of the portfolio and anywhere from the mid to high teens at the balance of the top tier.

Art Coppola

Management

Look if I had to take a stab at that answer. I would tell you that our top 10 centers, if you started with a pallet that had the land at they’re located on, the department stores that are in-place and the small shops sitting there waiting for us to come in and lease them with complete flexibility you’d have occupancy cost of 20% at least on those top 10 centers which is actually the situation that we’re creating at Broadway Plaza. We’re running a little bit short on time and we do – I think we have one more question, Cedrik do you have anything else that you’d like to cover right now? Cedrik Lachance – Green Street Advisors: No, thanks very much for the answers.

Art Coppola

Management

Thanks, Cedrik.

Operator

Operator

And we have time for one more question and that will be from Ben Yang of Evercore Partners. Ben Yang – Evercore Partners: Hi, good morning, thanks. Art, you’d mentioned feeling extremely comfortable that you will sell at least $0.5 billion on the disposition program, which is probably only 3 or 4 of the 17 malls that you’re actively marketing. And – I know you kind of threw everything else there, but are buyers actually taking a look all 17 malls or is it in the concentrated at the higher end of that – of the malls that you’re trying to sell?

Art Coppola

Management

At the end of the day, we will probably sell six or seven properties out of the 17 that were offered. And, that’s about the best I can give you in the way of an answer right now. That doesn’t mean there are not people asking about others, but to get more specific could jeopardize some conversations. There could be some people looking at all of them. I really – I don’t want to get into any more detail on the numbers. Remember, I’ve said there could be some sensitive questions that gets into the sensitive area, but – I think the relevant issue for our balance sheet is how many dollars are we are going to recycle. And, I feel very comfortable at the low range – end of the range that we are going to recycle and range $500 million of new cash to redeploy. Ben Yang – Evercore Partners: Okay, fair enough. So you think 6 to 7 malls this year – maybe some interest in some of the other malls that’s higher, end up selling? Do you think you’re kind of continue this program into next year to see to try to sell more assets basically at that point or is this going to be a once you kind of sell those 6 or 7 initially?

Art Coppola

Management

We advertised that as a limited time offer and that’s what it is at this point in time. It’s a one-time limited time offer and then we will see where we go from here. I’ve gotten frankly as a result of sitting in management committee meetings with buyers and having a renewed focus on some of these assets. Frankly I’ve – I see upside in them. That is there. So – look, it’s a one-time limited time offer and I would not at all be surprised that this is it for now. And, but it also – I wouldn’t be surprised if we continue to prune. We will see where we go. I want to thank you all for joining us and sorry for running over a little bit, but we did want to take Ben’s question. And we look forward to talking to you soon. We look forward to seeing those of you that are going to join us on the hard-hat tour in Chicago in a month or so and seeing in person there at Navy. So thank you very much.

Operator

Operator

This does conclude today’s presentation. We thank you for your participation.