International Council of Shopping CentersVIA E-MAIL December 11, 2002 Mr. Jonathan G. Katz
Re: File No. S7-43-02 Dear Mr. Katz: The International Council of Shopping Centers ("ICSC") is pleased to have the opportunity to respond to the Securities and Exchange Commission ("Commission") regarding the proposals set forth in Release No. 33-8145. ICSC is the global trade association of the shopping center industry, and has 40,000 members in the United States, Canada and more than 77 other countries around the world, including shopping center owners, developers, managers, investors, lenders, retailers and other professionals. ICSC supports the Commission's efforts to reform the use of Non-GAAP financial measures by public companies. We agree with the need to improve the transparency and quality of public disclosures, including pro forma financial information, and with most of the Commission's proposals relating to the use of Non-GAAP financial measures. However, we are concerned that one aspect of the proposals could be counterproductive to the interests of investors. We oppose the Commission's proposal that would prohibit the use of Non-GAAP per share information in corporate earnings releases. We support the Commission's proposal that any Non-GAAP financial measure must be reconciled with the comparable GAAP measure. Additionally, we agree that any comparable GAAP measure must be presented with equal or greater prominence of the comparable non-GAAP measure. However, reporting Non-GAAP measures on only an absolute basis, and not on a per-share basis, would be inappropriate since the issuance of shares or the repurchase of shares could affect the absolute measure. Additionally, investors have advised us that these Non-GAAP per-share measures, including Funds From Operations and Net Asset Value, are important supplemental indicators of a real estate company's operating profitability and financial condition. The final rule should allow per-share reporting of Non-GAAP measures in earnings releases and other public communications, as long as the company reconciles the financial measure with the comparable GAAP measure in the release. We would like to thank the Commission for the opportunity to comment on this proposal. Please contact me at 703-549-7404, ext. 225, if you have any questions regarding this letter.
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