CBL CBL and Associates Properties Inc

CBL & Associates Properties, Inc. (NYSE:CBL):

• Portfolio Same-Center NOI, excluding lease termination fees, increased 0.60% from the prior-year quarter.
• Portfolio occupancy increased 180 basis points to 91.0% as of September 30, 2010, compared with September 30, 2009.
• Reported FFO per diluted share of $0.47 for the third quarter 2010.
• Same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls for the nine months ended September 30, 2010, increased 2.7%.

CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the third quarter ended September 30, 2010. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP measure is located at the end of this news release.

Funds from Operations (“FFO”) allocable to common shareholders for the third quarter ended September 30, 2010, was $65,039,000, or $0.47 per diluted share. FFO allocable to common shareholders for the nine months ended September 30, 2010, was $201,385,000, or $1.46 per diluted share, excluding the loss on impairment of real estate recorded in the second quarter 2010.

FFO of the operating partnership for the third quarter ended September 30, 2010, was $89,512,000. FFO of the operating partnership for the nine months ended September 30, 2010, was $277,161,000, excluding the loss on impairment of real estate recorded in the second quarter 2010.

Net income attributable to common shareholders for the third quarter ended September 30, 2010, was $9,580,000, or $0.07 per diluted share, compared with net income of $11,134,000, or $0.08 per diluted share for the third quarter ended September 30, 2009. Net income attributable to common shareholders for the nine months ended September 30, 2010, was $13,266,000, or $0.10 per diluted share, compared with $20,983,000, or $0.22 per diluted share, for the nine months ended September 30, 2009. Net income attributable to common shareholders for the third quarter and nine months ended September 30, 2010, was impacted by an increase in preferred dividends related to the additional 6,300,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D cumulative redeemable preferred stock, that were issued in March 2010.

CBL’s President and Chief Executive Officer, Stephen D. Lebovitz, commented, “This quarter we made excellent progress in our financial performance as a result of our ongoing focus on driving revenue growth and maintaining tight expense controls throughout our portfolio. During the quarter, occupancy increased sequentially and year-over-year in all categories, leasing spreads improved, and we posted healthy growth in same-center NOI.

“The improving outlook and solid execution of our strategies, combined with the steps we have taken to strengthen our capital structure, have positioned us to take advantage of growth opportunities on a selective basis. We completed the acquisition of our joint venture partner’s interest in Parkway Place in Huntsville, AL, at an attractive cap rate and formed a partnership to develop an outlet center project in Oklahoma City, OK, opening in late summer 2011. We intend to maintain the right balance between the pursuit of new growth opportunities and our overall goals of strengthening our balance sheet, aggressively leasing the portfolio and operating at a highly efficient level. We are confident we can continue this positive momentum to generate improving results into 2011.”

HIGHLIGHTS

• Same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls for the nine months ended September 30, 2010, increased 2.7% over the prior-year period. Same-store sales of mall tenants 10,000 square feet or less for stabilized malls for the rolling twelve months ended September 30, 2010, increased 0.6% to $319 per square foot compared with $317 per square foot in the prior-year period.
• Same-center net operating income (“NOI”), excluding lease termination fees, for the quarter ended September 30, 2010, increased 0.6% compared with a decline of 2.2% for the prior-year quarter. Same-center NOI, excluding lease terminations fees, for the nine months ended September 30, 2010, declined 1.5% compared with a decline of 0.9% for the prior-year period.
• Consolidated and unconsolidated variable rate debt of $1,796,334,000 represented 20.1% of the total market capitalization of $8,916,347,000 for the Company and 30.0% of the Company's share of total consolidated and unconsolidated debt of $5,987,120,000 as of September 30, 2010.

PORTFOLIO OCCUPANCY

          September 30, 2010       2009 Portfolio occupancy 91.0% 89.2% Mall portfolio 91.3% 89.9% Stabilized malls 91.6% 90.3% Non-stabilized malls 78.0% 74.0% Associated centers 92.6% 90.0% Community centers 88.2% 80.4%  

FINANCING ACTIVITY

During the third quarter 2010, CBL repaid the $29.7 million loan secured by Stroud Mall in Stroudsburg, PA, the $47.4 million loan secured by York Galleria in York, PA, the $48.0 million loan secured by Parkdale Mall and the $7.6 million loan secured by Parkdale Crossing in Beaumont, TX. The properties were pledged as collateral to the Company’s $560 million credit facility.

ACQUISITIONS

On October 1, 2010, CBL acquired the remaining 50% interest in Parkway Place in Huntsville, AL, from its joint venture partner, Colonial Properties Trust. The interest was acquired for a total consideration of $38.8 million, comprised of $17.9 million in cash and assumption of the remaining $20.9 million interest in the loan secured by Parkway Place.

DISPOSITIONS

In October 2010, CBL completed the disposition of Pemberton Square, a 351,000-square-foot mall located in Vicksburg, MS.

DEVELOPMENT

In October 2010, CBL announced that it had formed a 75/25 joint venture to develop The Outlet Shoppes at Oklahoma City in Oklahoma City, OK. Once complete, the 350,000-square-foot project will be the only outlet center in the state of Oklahoma and the only outlet center within a 145 mile radius. The Outlet Shoppes at Oklahoma City is currently under construction with the grand opening scheduled for late summer 2011.

CAPITAL MARKETS ACTIVITY

On October 18, 2010, CBL closed an underwritten public offering of 4,400,000 depositary shares, each representing 1/10th of a share of its 7.375% Series D Cumulative Redeemable Preferred Stock with a liquidation preference of $25.00 per depositary share. The depositary shares were priced at $23.1954 per share including accrued dividends equating to a yield of 7.949%.

On October 21, 2010, the underwriters of the offering exercised their option to purchase an additional 450,000 depositary shares. As a result of the exercise of this option, the Company sold a total of 4,850,000 depositary shares in the offering for net proceeds of approximately $108.7 million, after deducting the underwriting discount and other estimated offering expenses. The net offering proceeds were used to reduce outstanding borrowings under the Company’s credit facilities and for general corporate purposes.

OUTLOOK AND GUIDANCE

Based on today's outlook and the Company's third quarter results, the Company is increasing 2010 FFO guidance to $1.93 - $1.99 per share. The full year guidance includes the impact on FFO of the $25.4 million impairment of real estate recognized in the second quarter 2010 and the $27.6 million estimated future gain on extinguishment of debt that may be recognized before year end. The full year guidance also assumes $3.0 million to $5.0 million of outparcel sales and same-center NOI growth in the range of (1.0%) to (2.5%), excluding the impact of lease termination fees from both applicable periods. The guidance excludes the impact of any future unannounced acquisitions or dispositions. The Company expects to update its annual guidance after each quarter's results.

    Low High Expected diluted earnings per common share $0.24

$0.30

Adjust to fully converted shares from common shares (0.07 ) (0.08 ) Expected earnings per diluted, fully converted common share 0.17 0.22 Add: depreciation and amortization 1.69 1.69 Add: noncontrolling interest in earnings of Operating Partnership 0.07   0.08   Expected FFO per diluted, fully converted common share $1.93   $1.99    

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. EDT on Wednesday, November 3, 2010, to discuss its third quarter results. The number to call for this interactive teleconference is (212) 231-2901. A seven-day replay of the conference call will be available by dialing (402) 977-9140 and entering the passcode 21463753. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.

To receive the CBL & Associates Properties, Inc., third quarter earnings release and supplemental information please visit our website at cblproperties.com or contact Investor Relations at 423-490-8312.

The Company will also provide an online web simulcast and rebroadcast of its 2010 third quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Wednesday, November 3, 2010, beginning at 11:00 a.m. EDT. The online replay will follow shortly after the call and continue through November 10, 2010.

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 159 properties, including 84 regional malls/open-air centers. The properties are located in 28 states and total 85.6 million square feet including 2.8 million square feet of non-owned shopping centers managed for third parties. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), TX, and St. Louis, MO. Additional information can be found at cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used measure of the operating performance of real estate companies that supplements net income determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. The Company defines FFO allocable to its common shareholders as defined above by NAREIT less dividends on preferred stock. The Company’s method of calculating FFO allocable to its common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.

The Company presents both FFO of its operating partnership and FFO allocable to its common shareholders, as it believes that both are useful performance measures. The Company believes FFO of its operating partnership is a useful performance measure since it conducts substantially all of its business through its operating partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the operating partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income attributable to its common shareholders.

In the reconciliation of net income attributable to the Company's common shareholders to FFO allocable to its common shareholders, located at the end of this earnings release, the Company makes an adjustment to add back noncontrolling interest in earnings of its operating partnership in order to arrive at FFO of its operating partnership. The Company then applies a percentage to FFO of its operating partnership to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period.

FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.

During the nine months ended September 30, 2010, the Company recorded a loss on impairment of real estate assets related to an operating property. Considering the significance and nature of the impairment, the Company believes that it is important to identify the impact of the change on its FFO measures for a reader to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented its FFO measure excluding the impairment charge.

Same-Center Net Operating Income

NOI is a supplemental measure of the operating performance of the Company's shopping centers. The Company defines NOI as operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

Similar to FFO, the Company computes NOI based on its pro rata share of both consolidated and unconsolidated properties. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

Since NOI includes only those revenues and expenses related to the operations of its shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company's results of operations. Additionally, there are instances when tenants terminate their leases prior to the scheduled expiration date and pay the Company one-time, lump-sum termination fees. These one-time lease termination fees may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company's shopping center properties. Therefore, the Company believes that presenting same-center NOI, excluding lease termination fees, is useful to investors.

Pro Rata Share of Debt

The Company presents debt based on its pro rata ownership share (including the Company's pro rata share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affect the Company's liquidity. A reconciliation of the Company's pro rata share of debt to the amount of debt on the Company's consolidated balance sheet is located at the end of this earnings release.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included therein, for a discussion of such risks and uncertainties.

        CBL & Associates Properties, Inc. Consolidated Statements of Operations (Unaudited; in thousands, except per share amounts)     Three Months Ended

September 30,

Nine Months Ended

September 30,

2010 2009 2010 2009 REVENUES: Minimum rents $ 171,240 $ 168,577 $ 509,911 $ 510,586 Percentage rents 2,602 2,849 8,743 9,257 Other rents 4,259 3,377 13,417 11,788 Tenant reimbursements 78,957 78,463 234,900 241,353 Management, development and leasing fees 1,369 1,312 4,676 5,392 Other   7,404     7,881     21,875     20,946   Total revenues   265,831     262,459     793,522     799,322     EXPENSES: Property operating 38,420 40,203 114,492 123,155 Depreciation and amortization 73,333 71,161 215,953 225,069 Real estate taxes 25,555 25,785 75,368 74,357 Maintenance and repairs 13,145 13,116 42,728 42,350 General and administrative 10,495 8,808 31,890 31,180 Loss on impairment of real estate - - 25,435 - Other   6,351     7,714     19,467     18,785   Total expenses   167,299     166,787     525,333     514,896   Income from operations 98,532 95,672 268,189 284,426 Interest and other income 832 1,246 2,831 4,189 Interest expense (72,053 ) (71,120 ) (218,854 ) (215,847 ) Loss on impairment of investments - (1,143 ) - (8,849 ) Gain on sales of real estate assets 591 1,535 2,606 1,468 Equity in earnings (losses) of unconsolidated affiliates (1,558 ) 271 (610 ) 1,867 Income tax benefit   1,264     1,358     5,052     603   Income from continuing operations 27,608 27,819 59,214 67,857 Operating income (loss) of discontinued operations 69 15 183 (67 ) Gain (loss) on discontinued operations   -     10     -     (62 ) Net income 27,677 27,844 59,397 67,728 Net income attributable to noncontrolling interests in: Operating partnership (3,605 ) (4,758 ) (4,992 ) (11,173 ) Other consolidated subsidiaries   (6,133 )   (6,497 )   (18,394 )   (19,208 ) Net income attributable to the Company 17,939 16,589 36,011 37,347 Preferred dividends   (8,359 )   (5,455 )   (22,745 )   (16,364 ) Net income attributable to common shareholders $ 9,580   $ 11,134   $ 13,266   $ 20,983   Basic per share data attributable to common shareholders: Income from continuing operations, net of preferred dividends $ 0.07 $ 0.08 $ 0.10 $ 0.22 Discontinued operations   -     -     -     -   Net income attributable to common shareholders $ 0.07   $ 0.08   $ 0.10   $ 0.22   Weighted average common shares outstanding 138,075 137,860 138,037 95,746   Diluted per share data attributable to common shareholders: Income from continuing operations, net of preferred dividends $ 0.07 $ 0.08 $ 0.10 $ 0.22 Discontinued operations   -     -     -     -   Net income attributable to common shareholders $ 0.07   $ 0.08   $ 0.10   $ 0.22  

Weighted average common and potential dilutive common shares outstanding

138,121 137,897 138,079 95,782   Amounts attributable to common shareholders: Income from continuing operations, net of preferred dividends $ 9,500 $ 11,116 $ 13,133 $ 21,067 Discontinued operations   80     18     133     (84 ) Net income attributable to common shareholders $ 9,580   $ 11,134   $ 13,266   $ 20,983       The Company's calculation of FFO allocable to Company shareholders is as follows: (in thousands, except per share data)       Three Months Ended

September 30,

Nine Months Ended

September 30,

2010 2009 2010 2009   Net income attributable to common shareholders $ 9,580 $ 11,134 $ 13,266 $ 20,983 Noncontrolling interest in income of operating partnership 3,605 4,758 4,992 11,173 Depreciation and amortization expense of: Consolidated properties 73,333 71,161 215,953 225,069 Unconsolidated affiliates 5,681 7,428 21,052 22,492 Discontinued operations 19 100 63 296 Non-real estate assets (2,463 ) (241 ) (2,901 ) (731 ) Noncontrolling interests' share of depreciation and amortization (243 ) (120 ) (699 ) (385 ) Gain (loss) on discontinued operations   -     (10 )   -     62   Funds from operations of the operating partnership 89,512 94,210 251,726 278,959 Loss on impairment of real estate   -     -     25,435     -  

Funds from operations of the operating partnership, excluding loss on impairment of real estate

$ 89,512   $ 94,210   $ 277,161   $ 278,959       Funds from operations per diluted share $ 0.47 $ 0.50 $ 1.32 $ 1.89 Loss on impairment of real estate per diluted share (1)   -     -     0.14     -   Funds from operations, excluding loss on impairment of real

estate, per diluted share

$ 0.47   $ 0.50   $ 1.46   $ 1.89  

Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted

190,070 189,846 190,028 147,221    

Reconciliation of FFO of the operating partnership to FFO allocable to Company shareholders:

  Funds from operations of the operating partnership $ 89,512 $ 94,210 $ 251,726 $ 278,959 Percentage allocable to common shareholders (2)   72.66 %   72.63 %   72.66 %   65.05 % Funds from operations allocable to common shareholders $ 65,039   $ 68,425   $ 182,904   $ 181,463    

Funds from operations of the operating partnership, excluding loss on impairment of real estate

$ 89,512 $ 94,210 $ 277,161 $ 278,959 Percentage allocable to common shareholders (2)   72.66 %   72.63 %   72.66 %   65.05 % Funds from operations allocable to Company shareholders,

excluding loss on impairment of real estate

$ 65,039   $ 68,425   $ 201,385   $ 181,463     (1) Diluted per share amount presented for reconciliation purposes may differ from actual diluted per share amount due to rounding.   (2) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of operating partnership units outstanding during the period. See the reconciliation of shares and operating partnership units on page 11.           SUPPLEMENTAL FFO INFORMATION (in thousands, except per share data) Three Months Ended

September 30,

Nine Months Ended

September 30,

2010 2009 2010 2009   Lease termination fees $ 429 $ 742 $ 2,577 $ 4,413 Lease termination fees per share $ - $ - $ 0.01 $ 0.03   Straight-line rental income $ 1,778 $ 2,858 $ 4,540 $ 6,166 Straight-line rental income per share $ 0.01 $ 0.02 $ 0.02 $ 0.04   Gains on outparcel sales $ 545 $ 1,755 $ 2,605 $ 2,406 Gains on outparcel sales per share $ - $ 0.01 $ 0.01 $ 0.02   Amortization of acquired above- and below-market leases $ 646 $ 1,372 $ 2,208 $ 4,452 Amortization of acquired above- and below-market leases per share $ - $ 0.01 $ 0.01 $ 0.03   Amortization of debt premiums $ 1,279 $ 1,615 $ 4,209 $ 5,357 Amortization of debt premiums per share $ 0.01 $ 0.01 $ 0.02 $ 0.04   Income tax benefit $ 1,264 $ 1,358 $ 5,052 $ 603 Income tax benefit per share $ - $ - $ 0.03 $ -   Abandoned projects expense $ (61 ) $ (1,203 ) $ (420 ) $ (1,346 ) Abandoned projects expense per share $ - $ - $ - $ -   Loss on impairment of real estate $ - $ - $ (25,435 ) $ - Loss on impairment of real estate per share $ - $ - $ (0.13 ) $ -   Loss on impairment of investments $ - $ (1,143 ) $ - $ (8,849 ) Loss on impairment of investments per share $ - $ - $ - $ (0.06 )           Same-Center Net Operating Income (Dollars in thousands)   Three Months Ended

September 30,

Nine Months Ended

September 30,

2010 2009 2010 2009   Net income attributable to the Company $ 17,939 $ 16,589 $ 36,011 $ 37,347   Adjustments: Depreciation and amortization 73,333 71,161 215,953 225,069 Depreciation and amortization from unconsolidated affiliates 5,681 7,428 21,052 22,492 Depreciation and amortization from discontinued operations 19 100 63 296

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries

(243 ) (120 ) (699 ) (385 ) Interest expense 72,053 71,120 218,854 215,847 Interest expense from unconsolidated affiliates 5,658 7,398 21,389 22,760

Noncontrolling interests' share of interest expense in other consolidated subsidiaries

(313 ) (233 ) (926 ) (695 ) Abandoned projects expense 61 1,203 420 1,346 Gain on sales of real estate assets (591 ) (1,535 ) (2,606 ) (1,468 ) (Gain) loss on sales of real estate assets of unconsolidated affiliates 46 (220 ) 1 (938 ) Loss on impairment of investments - 1,143 - 8,849 Loss on impairment of real estate - - 25,435 - Income tax benefit (1,264 ) (1,358 ) (5,052 ) (603 )

Net income attributable to noncontrolling interests in operating partnership

3,605 4,758 4,992 11,173 Gain (loss) on discontinued operations   -     (10 )   -     62   Operating partnership's share of total NOI 175,984 177,424 534,887 541,152 General and administrative expenses 10,495 8,808 31,890 31,180 Management fees and non-property level revenues   (1,665 )   (3,886 )   (15,731 )   (13,581 ) Operating partnership's share of property NOI 184,814 182,346 551,046 558,751 Non-comparable NOI   (4,747 )   (2,944 )   (11,279 )   (10,697 ) Total same-center NOI $ 180,067   $ 179,402   $ 539,767   $ 548,054   Total same-center NOI percentage change   0.4 %   -1.5 %   Total same-center NOI $ 180,067 $ 179,402 $ 539,767 $ 548,054 Less lease termination fees   (422 )   (750 )   (2,569 )   (2,564 ) Total same-center NOI, excluding lease termination fees $ 179,645   $ 178,652   $ 537,198   $ 545,490     Malls $ 160,131 $ 160,138 $ 483,320 $ 489,472 Associated centers 8,196 7,546 23,883 23,498 Community centers 4,311 4,379 12,839 13,105 Offices and other   7,007     6,589     17,156     19,415   Total same-center NOI, excluding lease termination fees $ 179,645   $ 178,652   $ 537,198   $ 545,490     Percentage Change: Malls 0.0 % -1.3 % Associated centers 8.6 % 1.6 % Community centers -1.6 % -2.0 % Offices and other   6.3 %   -11.6 % Total same-center NOI, excluding lease termination fees   0.6 %   -1.5 %     Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands)     September 30, 2010 Fixed Rate   Variable Rate   Total Consolidated debt $ 3,795,104 $ 1,629,766 $ 5,424,870 Noncontrolling interests' share of consolidated debt (24,863 ) (928 ) (25,791 ) Company's share of unconsolidated affiliates' debt   420,545     167,496     588,041   Company's share of consolidated and unconsolidated debt $ 4,190,786   $ 1,796,334   $ 5,987,120   Weighted average interest rate   5.78 %   2.93 %   4.93 %   September 30, 2009 Fixed Rate Variable Rate Total Consolidated debt $ 4,521,262 $ 1,157,299 $ 5,678,561 Noncontrolling interests' share of consolidated debt (23,370 ) (928 ) (24,298 ) Company's share of unconsolidated affiliates' debt   405,597     193,711     599,308   Company's share of consolidated and unconsolidated debt $ 4,903,489   $ 1,350,082   $ 6,253,571   Weighted average interest rate   5.84 %   1.91 %   4.99 %     Debt-To-Total-Market Capitalization Ratio as of September 30, 2010 (In thousands, except stock price) Shares Outstanding Stock Price (1) Value Common stock and operating partnership units 190,025 $ 13.06 $ 2,481,727 7.75% Series C Cumulative Redeemable Preferred Stock 460 250.00 115,000 7.375% Series D Cumulative Redeemable Preferred Stock 1,330 250.00   332,500   Total market equity 2,929,227 Company's share of total debt   5,987,120   Total market capitalization $ 8,916,347   Debt-to-total-market capitalization ratio   67.1 %  

(1)

Stock price for common stock and operating partnership units equals the closing price of the common stock on September 30, 2010. The stock price for the preferred stock represents the liquidation preference of each respective series of preferred stock.

      Reconciliation of Shares and Operating Partnership Units Outstanding (In thousands) Three Months Ended Nine Months Ended September 30, September 30, 2010: Basic Diluted Basic Diluted Weighted average shares - EPS 138,075 138,121 138,037 138,079 Weighted average operating partnership units   51,949     51,949     51,949     51,949   Weighted average shares- FFO   190,024     190,070     189,986     190,028     2009: Weighted average shares - EPS 137,860 137,897 95,746 95,782 Weighted average operating partnership units   51,948     51,949     51,439     51,439   Weighted average shares- FFO   189,808     189,846     147,185     147,221       Dividend Payout Ratio Three Months Ended Nine Months Ended September 30, September 30, 2010 2009 2010 2009 Weighted average dividend per share $ 0.22690 $ 0.10370 $ 0.68486 $ 0.63661 FFO per diluted, fully converted share $ 0.47   $ 0.50   $ 1.32   $ 1.89   Dividend payout ratio   48.3 %   20.7 %   51.9 %   33.7 %       Consolidated Balance Sheets (Unaudited, in thousands except share data)   ASSETS September 30,

2010

December 31,

2009

  Real estate assets: Land $ 944,821 $ 946,750 Buildings and improvements   7,568,635     7,569,015   8,513,456 8,515,765 Accumulated depreciation   (1,665,563 )   (1,505,840 ) 6,847,893 7,009,925 Held for sale 1,366 - Developments in progress   121,299     85,110   Net investment in real estate assets 6,970,558 7,095,035 Cash and cash equivalents 56,668 48,062 Receivables: Tenant, net of allowance 73,942 73,170 Other 12,671 8,162 Mortgage and other notes receivable 37,866 38,208 Investments in unconsolidated affiliates 196,083 186,523 Intangible lease assets and other assets   267,692     279,950   $ 7,615,480   $ 7,729,110       LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY   Mortgage and other indebtedness $ 5,424,870 $ 5,616,139 Accounts payable and accrued liabilities   306,929     248,333   Total liabilities   5,731,799     5,864,472   Commitments and contingencies Redeemable noncontrolling interests: Redeemable noncontrolling partnership interests 27,650 22,689 Redeemable noncontrolling preferred joint venture interest   423,834     421,570   Total redeemable noncontrolling interests   451,484     444,259   Shareholders' equity: Preferred Stock, $.01 par value, 15,000,000 shares authorized:

7.75% Series C Cumulative Redeemable Preferred Stock, 460,000 shares outstanding

5 5

7.375% Series D Cumulative Redeemable Preferred Stock, 1,330,000 and 700,000 shares outstanding in 2010 and 2009, respectively

13 7

Common Stock, $.01 par value, 350,000,000 shares authorized, 138,075,818 and 137,888,408 issued and outstanding in 2010 and 2009, respectively

1,381 1,379 Additional paid-in capital 1,504,421 1,399,654 Accumulated other comprehensive income 5,398 491 Accumulated deficit   (353,208 )   (283,640 ) Total shareholders' equity 1,158,010 1,117,896 Noncontrolling interests   274,187     302,483   Total equity   1,432,197     1,420,379   $ 7,615,480   $ 7,729,110