CBL CBL and Associates Properties Inc

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

• Reported FFO per diluted share of $2.08 for the year ended December 31, 2010, excluding a loss on impairment of real estate.
• Portfolio occupancy increased 200 basis points to 92.4% as of December 31, 2010, compared with December 31, 2009.
• Same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls for the year ended December 31, 2010, increased 2.5%.
• Portfolio Same Center NOI, excluding lease termination fees, for the fourth quarter 2010 declined 0.3%, compared with a decline of 1.5% in the fourth quarter 2009.

CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth quarter and year ended December 31, 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 fourth quarter of 2010, excluding a loss on impairment of real estate, was $86,329,000, or $0.62 per diluted share, compared with $85,783,000, or $0.62 per diluted share, for the fourth quarter of 2009. FFO allocable to common shareholders, including a loss on impairment of real estate, for the fourth quarter of 2010, was $75,471,000, or $0.54 per diluted share, compared with $2,358,000, or $0.02 per diluted share, for the fourth quarter of 2009. FFO for the fourth quarter of 2010 included a loss on impairment of real estate of $14,805,000, compared with a loss on impairment of real estate of $114,862,000 in the fourth quarter of 2009.

FFO allocable to common shareholders for 2010, excluding a loss on impairment of real estate, was $287,563,000, or $2.08 per diluted share, compared with $267,425,000, or $2.51 per diluted share, for 2009. FFO allocable to common shareholders for 2010, including a loss on impairment of real estate, was $258,256,000, or $1.87 per diluted share, compared with $190,066,000, or $1.79 per diluted share, for 2009. FFO for 2010 included a loss on impairment of real estate of $40,240,000, compared with a loss on impairment of real estate of $114,862,000 for 2009.

FFO of the operating partnership for the fourth quarter of 2010, excluding a loss on impairment of real estate, was $117,711,000, compared with $118,109,000 for the fourth quarter of 2009. FFO of the operating partnership for the fourth quarter of 2010, including a loss on impairment of real estate, was $102,906,000, compared with $3,247,000 for the fourth quarter of 2009. FFO of the operating partnership for 2010, excluding a loss on impairment of real estate, was $394,841,000, compared with $397,068,000 for 2009. FFO of the operating partnership for 2010, including a loss on impairment of real estate, was $354,601,000, compared with $282,206,000 for 2009.

Net income attributable to common shareholders for the fourth quarter of 2010 was $16,266,000, or $0.12 per diluted share, compared with net loss of $57,790,000, or $0.42 per diluted share for the fourth quarter of 2009. Net income attributable to common shareholders for the fourth quarter of 2010 included a loss on impairment of real estate of $14,805,000, compared with a loss on the impairment of real estate of $114,862,000 in the fourth quarter of 2009.

Net income attributable to common shareholders for 2010 was $29,532,000, or $0.21 per diluted share, compared with net loss of $36,807,000, or $0.35 per diluted share for 2009. Net income attributable to common shareholders for 2010 included a loss on impairment of real estate of $40,240,000, compared with a loss on impairment of real estate of $114,862,000 for 2009.

CBL’s President and Chief Executive Officer, Stephen D. Lebovitz, commented, “We finished the year with both improved operating results at our properties and a strengthened balance sheet as a result of the successful disposition of several community centers. Portfolio occupancy, led by our malls and community centers, is up significantly as we executed over 4.8 million square feet of leasing in 2010. The benefits of our strategy to backfill space over the past two years with shorter-term leases are beginning to be more evident with the gains in new lease rates. We are hopeful that we will achieve similar success in renewal leasing as more retailers begin to experience sustained positive sales trends.

“Our goal throughout the second half of 2010 was to maintain the positive momentum we had established and position CBL for future opportunities. The significant improvement in our liquidity, and continued execution of our strategy to drive revenue growth and control expenses, have helped us achieve that goal. As we move forward in 2011, we are more positive in our outlook and are pursuing opportunities for growth such as our outlet center joint venture and the renovation program to enhance several of our market dominant malls. Our hard work during the past year has made us a much stronger company today and we are confident that we are well positioned to capitalize on the improving economy.”

HIGHLIGHTS

• Same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls for 2010 increased 2.5% to $322 per square foot compared with $314 per square foot in 2009.
• Same-center net operating income (“NOI”), excluding lease termination fees, for the fourth quarter of 2010, declined 0.3% compared with a decline of 1.5% for the fourth quarter of 2009. Same-center NOI, excluding lease termination fees, for 2010, declined 1.3% compared with a decline of 1.3% for 2009.
• Consolidated and unconsolidated variable rate debt of $1,611,492,000 represented 16.7% of the total market capitalization of $9,645,443,000 for the Company and 28.0% of the Company's share of total consolidated and unconsolidated debt of $5,750,555,000 as of December 31, 2010.

PORTFOLIO OCCUPANCY

    December 31, 2010         2009 Portfolio occupancy 92.4% 90.4% Mall portfolio 92.9% 91.3% Stabilized malls 93.2% 91.6% Non-stabilized malls 77.3% 76.3% Associated centers 91.3% 92.5% Community centers 91.8% 80.9%  

FINANCING ACTIVITY

During the fourth quarter, CBL retired the $10.9 million loan secured by Wausau Center in Wausau, WI. Subsequent to the quarter end, CBL retired the $78.7 million loan secured by Mid Rivers Mall in St. Charles, MO.

TRANSACTIONS

During the fourth quarter 2010, CBL conveyed the ownership interest in phase one of Settlers Ridge in Pittsburgh, PA and sold Milford Marketplace in Milford, CT and Lakeview Pointe in Stillwater, OK for a total consideration of $132.8 million.

OUTLOOK AND GUIDANCE

Based on today's outlook, the Company is providing 2011 FFO guidance of $2.10 - $2.15 per share. The full year guidance includes an estimated gain on the extinguishment of debt of $0.14 per share related to its property in High Point, NC. While the timing of the anticipated gain is uncertain, the Company is projecting the gain to occur in the second half of the year. The full year guidance also assumes $4.5 million to $5.5 million of outparcel sales and same-center NOI growth in the range of (0.5%) to 1.0%, 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 $ 0.40 $ 0.45 Adjust to fully converted shares from common shares   (0.09 )   (0.10 ) Expected earnings per diluted, fully converted common share 0.31 0.35 Add: depreciation and amortization 1.70 1.70 Add: noncontrolling interest in earnings of Operating Partnership   0.09     0.10   Expected FFO per diluted, fully converted common share $ 2.10   $ 2.15  

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. EST on Wednesday, February 9, 2011, to discuss its fourth quarter results. The number to call for this interactive teleconference is (212) 231-2918. A seven-day replay of the conference call will be available by dialing (402) 977-9140 and entering the passcode 21463757. 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., fourth 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 fourth quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Wednesday, February 9, 2011, beginning at 11:00 a.m. EST. The online replay will follow shortly after the call and continue through February 16, 2011.

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 158 properties, including 85 regional malls/open-air centers. The properties are located in 26 states and total 85.1 million square feet including 2.9 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 (loss) 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 (loss) attributable to its common shareholders.

In the reconciliation of net income (loss) 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 income (loss) 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 (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.

During the years ended December 31, 2010 and 2009, the Company recorded losses on impairment of certain of its real estate assets. Considering the significance and nature of the impairments, 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 these impairment charges.

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 (loss) 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

December 31,

Year Ended

December 31,

2010 2009 2010 2009 REVENUES: Minimum rents $ 181,756 $ 180,890 $ 684,205 $ 688,466 Percentage rents 8,849 7,155 17,549 16,412 Other rents 9,408 8,941 22,781 20,714 Tenant reimbursements 79,230 80,442 311,590 321,001 Management, development and leasing fees 1,740 1,980 6,416 7,372 Other   7,440     7,371     29,263     28,314   Total revenues   288,423     286,779     1,071,804     1,082,279     EXPENSES: Property operating 37,977 38,507 150,755 160,715 Depreciation and amortization 74,425 83,295 286,465 306,928 Real estate taxes 23,428 22,202 97,643 96,167 Maintenance and repairs 15,293 14,635 57,293 56,796 General and administrative 11,493 9,830 43,383 41,010 Loss on impairment of real estate 14,805 114,862 40,240 114,862 Other   6,056     7,009     25,523     25,794   Total expenses   183,477     290,340     701,302     802,272   Income (loss) from operations 104,946 (3,561 ) 370,502 280,007 Interest and other income 1,042 1,022 3,873 5,211 Interest expense (69,776 ) (77,760 ) (286,579 ) (292,826 ) Loss on extinguishment of debt - (601 ) - (601 ) Gain (loss) on investments 888 (411 ) 888 (9,260 ) Gain on sales of real estate assets 310 2,352 2,887 3,820 Equity in earnings (losses) of unconsolidated affiliates 422 3,622 (188 ) 5,489 Income tax benefit   1,365     619     6,417     1,222   Income (loss) from continuing operations 39,197 (74,718 ) 97,800 (6,938 ) Operating loss of discontinued operations (773 ) (120 ) (9 ) (110 ) Gain (loss) on discontinued operations   349     45     379     (17 ) Net income (loss) 38,773 (74,793 ) 98,170 (7,065 ) Net (income) loss attributable to noncontrolling interests in: Operating partnership (6,026 ) 29,018 (11,018 ) 17,845 Other consolidated subsidiaries   (6,607 )   (6,561 )   (25,001 )   (25,769 ) Net income (loss) attributable to the Company 26,140 (52,336 ) 62,151 (14,989 ) Preferred dividends   (9,874 )   (5,454 )   (32,619 )   (21,818 ) Net income (loss) attributable to common shareholders $ 16,266   $ (57,790 ) $ 29,532   $ (36,807 ) Basic per share data attributable to common shareholders: Income (loss) from continuing operations, net of preferred dividends $ 0.12 $ (0.42 ) $ 0.21 $ (0.35 ) Discontinued operations   -     -     -     -   Net income (loss) attributable to common shareholders $ 0.12   $ (0.42 ) $ 0.21   $ (0.35 ) Weighted average common shares outstanding 139,376 137,878 138,375 106,366   Diluted per share data attributable to common shareholders: Income (loss) from continuing operations, net of preferred dividends $ 0.12 $ (0.42 ) $ 0.21 $ (0.35 ) Discontinued operations   -     -     -     -   Net income (loss) attributable to common shareholders $ 0.12   $ (0.42 ) $ 0.21   $ (0.35 ) Weighted average common and potential dilutive common shares outstanding 139,432 137,878 138,416 106,366   Amounts attributable to common shareholders: Income (loss) from continuing operations, net of preferred dividends $ 16,577 $ (57,735 ) $ 29,263 $ (36,721 ) Discontinued operations   (311 )   (55 )   269     (86 ) Net income (loss) attributable to common shareholders $ 16,266   $ (57,790 ) $ 29,532   $ (36,807 )   The Company's calculation of FFO allocable to Company shareholders is as follows: (in thousands, except per share data)   Three Months Ended

December 31,

  Year Ended

December 31,

2010   2009 2010 2009   Net income (loss) attributable to common shareholders $ 16,266 $ (57,790 ) $ 29,532 $ (36,807 ) Noncontrolling interest in income (loss) of operating partnership 6,026 (29,018 ) 11,018 (17,845 ) Depreciation and amortization expense of: Consolidated properties 74,425 83,295 286,465 306,928 Unconsolidated affiliates 6,393 6,334 27,445 28,826 Discontinued operations 1,332 1,022 5,307 2,754 Non-real estate assets (1,281 ) (231 ) (4,182 ) (962 ) Noncontrolling interests' share of depreciation and amortization 94 (320 ) (605 ) (705 ) (Gain) loss on discontinued operations   (349 )   (45 )   (379 )   17   Funds from operations of the operating partnership 102,906 3,247 354,601 282,206 Loss on impairment of real estate   14,805     114,862     40,240     114,862  

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

$ 117,711   $ 118,109   $ 394,841   $ 397,068       Funds from operations per diluted share $ 0.54 $ 0.02 $ 1.87 $ 1.79 Loss on impairment of real estate per diluted share   0.08     0.60     0.21     0.72  

Funds from operations, excluding loss on impairment of real estate, per diluted share

$ 0.62   $ 0.62   $ 2.08   $ 2.51  

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

190,101 189,866 190,043 157,970    

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

  Funds from operations of the operating partnership $ 102,906 $ 3,247 $ 354,601 $ 282,206 Percentage allocable to common shareholders (1)   73.34 %   72.63 %   72.83 %   67.35 % Funds from operations allocable to common shareholders $ 75,471   $ 2,358   $ 258,256   $ 190,066    

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

$ 117,711 $ 118,109 $ 394,841 $ 397,068 Percentage allocable to common shareholders (1)   73.34 %   72.63 %   72.83 %   67.35 %

Funds from operations allocable to Company shareholders, excluding loss on impairment of real estate

$ 86,329   $ 85,783   $ 287,563   $ 267,425     (1) 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 10.   SUPPLEMENTAL FFO INFORMATION (1) (in thousands, except per share data)   Three Months Ended

December 31,

  Year Ended

December 31,

2010   2009 2010   2009   Lease termination fees $ 238 $ 2,871 $ 2,815 $ 7,284 Lease termination fees per share $ - $ 0.02 $ 0.01 $ 0.05   Straight-line rental income $ 738 $ 1,596 $ 5,278 $ 7,762 Straight-line rental income per share $ - $ 0.01 $ 0.03 $ 0.05   Gains on outparcel sales $ 410 $ 3,730 $ 3,015 $ 6,136 Gains on outparcel sales per share $ - $ 0.02 $ 0.02 $ 0.04   Amortization of acquired above- and below-market leases $ 178 $ 1,109 $ 2,386 $ 5,561 Amortization of acquired above- and below-market leases per share $ - $ 0.01 $ 0.01 $ 0.04   Amortization of debt premiums $ 925 $ 1,623 $ 5,134 $ 6,980 Amortization of debt premiums per share $ - $ 0.01 $ 0.03 $ 0.04   Income tax benefit $ 1,365 $ 619 $ 6,417 $ 1,222 Income tax benefit per share $ 0.01 $ - $ 0.03 $ 0.01   Loss on impairment of real estate $ (14,805 ) $ (114,862 ) $ (40,240 ) $ (114,862 ) Loss on impairment of real estate per share $ (0.08 ) $ (0.60 ) $ (0.21 ) $ (0.73 )   Gain (loss) on investments $ 888 $ (411 ) $ 888 $ (9,260 ) Gain (loss) on investments per share $ - $ - $ - $ (0.06 )  

(1) Supplemental FFO information includes CBL's pro rata share of unconsolidated affiliates and excludes noncontrolling interests' share of consolidated properties.

        Same-Center Net Operating Income (Dollars in thousands)   Three Months Ended

December 31,

Year Ended

December 31,

2010 2009 2010 2009   Net income (loss) attributable to the Company $ 26,140 $ (52,336 ) $ 62,151 $ (14,989 )   Adjustments: Depreciation and amortization 74,425 83,295 286,465 306,928 Depreciation and amortization from unconsolidated affiliates 6,393 6,334 27,445 28,826 Depreciation and amortization from discontinued operations 1,332 1,022 5,307 2,754

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

94 (320 ) (605 ) (705 ) Interest expense 69,776 77,760 286,579 292,826 Interest expense from unconsolidated affiliates 6,472 6,332 27,861 29,092 Interest expense from discontinued operations 754 444 2,805 1,225

Noncontrolling interests' share of interest expense in other consolidated subsidiaries

(41 ) (238 ) (967 ) (933 ) Loss on extinguishment of debt - 601 - 601 Abandoned projects (28 ) 155 392 1,501 Gain on sales of real estate assets (310 ) (2,352 ) (2,887 ) (3,820 ) Gain on sales of real estate assets of unconsolidated affiliates (129 ) (1,433 ) (128 ) (2,316 ) (Gain) loss on investments (888 ) 411 (888 ) 9,260 Loss on impairment of real estate 14,805 114,862 40,240 114,862 Income tax benefit (1,365 ) (619 ) (6,417 ) (1,222 )

Net income (loss) attributable to noncontrolling interests in operating partnership

6,026 (29,018 ) 11,018 (17,845 ) (Gain) loss on discontinued operations   (349 )   (45 )   (379 )   17   Operating partnership's share of total NOI 203,107 204,855 737,992 746,062 General and administrative expenses 11,493 9,830 43,383 41,010 Management fees and non-property level revenues   (5,901 )   (4,712 )   (21,475 )   (19,802 ) Operating partnership's share of property NOI 208,699 209,973 759,900 767,270 Non-comparable NOI   (4,039 )   (2,029 )   (15,559 )   (8,884 ) Total same-center NOI $ 204,660   $ 207,944   $ 744,341   $ 758,386   Total same-center NOI percentage change   -1.6 %   -1.9 %   Total same-center NOI $ 204,660 $ 207,944 $ 744,341 $ 758,386 Less lease termination fees   (235 )   (2,855 )   (2,804 )   (7,219 ) Total same-center NOI, excluding lease termination fees $ 204,425   $ 205,089   $ 741,537   $ 751,167     Malls $ 186,451 $ 187,009 $ 672,569 $ 679,371 Associated centers 8,227 7,932 32,110 31,430 Community centers 3,634 3,310 13,590 14,114 Offices and other   6,113     6,838     23,268     26,252   Total same-center NOI, excluding lease termination fees $ 204,425   $ 205,089   $ 741,537   $ 751,167     Percentage Change: Malls -0.3 % -1.0 % Associated centers 3.7 % 2.2 % Community centers 9.8 % -3.7 % Offices and other   -10.6 %   -11.4 % Total same-center NOI, excluding lease termination fees   -0.3 %   -1.3 % Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands)   December 31, 2010 Fixed Rate   Variable Rate Total Consolidated debt $ 3,765,617 $ 1,444,130 $ 5,209,747 Noncontrolling interests' share of consolidated debt (24,708 ) (928 ) (25,636 ) Company's share of unconsolidated affiliates' debt   398,154     168,290     566,444   Company's share of consolidated and unconsolidated debt $ 4,139,063   $ 1,611,492   $ 5,750,555   Weighted average interest rate   5.81 %   2.70 % #   4.94 %   December 31, 2009 Fixed Rate Variable Rate Total Consolidated debt $ 4,049,718 $ 1,566,421 $ 5,616,139 Noncontrolling interests' share of consolidated debt (23,737 ) (928 ) (24,665 ) Company's share of unconsolidated affiliates' debt   404,104     190,163     594,267   Company's share of consolidated and unconsolidated debt $ 4,430,085   $ 1,755,656   $ 6,185,741   Weighted average interest rate   5.96 %   3.04 %   5.13 %     Debt-To-Total-Market Capitalization Ratio as of December 31, 2010 (In thousands, except stock price) Shares Outstanding Stock Price (1) Value Common stock and operating partnership units 190,065 $ 17.50 $ 3,326,138 7.75% Series C Cumulative Redeemable Preferred Stock 460 250.00 115,000 7.375% Series D Cumulative Redeemable Preferred Stock 1,815 250.00   453,750   Total market equity 3,894,888 Company's share of total debt   5,750,555   Total market capitalization $ 9,645,443   Debt-to-total-market capitalization ratio   59.6 %  

(1)

Stock price for common stock and operating partnership units equals the closing price of the common stock on December 31, 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 Year Ended December 31, December 31, 2010: Basic Diluted Basic Diluted Weighted average shares - EPS 139,376 139,432 138,375 138,416 Weighted average operating partnership units   50,670     50,669     51,626     51,627   Weighted average shares- FFO   190,046     190,101     190,001     190,043     2009: Weighted average shares - EPS 137,878 137,878 106,366 106,366 Weighted average diluted shares for FFO (2) - 39 - 37 Weighted average operating partnership units   51,949     51,949     51,567     51,567   Weighted average shares- FFO   189,827     189,866     157,933     157,970       Dividend Payout Ratio Three Months Ended Year Ended December 31, December 31, 2010 2009 2010 2009 Weighted average dividend per share $ 0.22010 $ 0.10371 $ 0.90496 $ 0.74032 FFO per diluted, fully converted share (3) $ 0.54   $ 0.02   $ 1.87   $ 1.79   Dividend payout ratio   40.8 %   518.6 %   48.4 %   41.4 %  

(2)

Because the Company incurred net losses during the three months and year ended December 31, 2009, there are no potentially dilutive shares recognized in the number of diluted weighted average shares for EPS purposes for those periods due to their anti-dilutive nature. However, because FFO was positive during these periods, the dilutive shares are recognized in the number of diluted weighted average shares for purposes of calculating FFO per share.

 

(3)

FFO per diluted, fully converted share for the three months and year ended December 31, 2010, includes the impact of non-cash impairments of real estate of $0.08 and $0.21, respectively, per share. FFO per diluted, fully converted share for the three months and year ended December 31, 2009, includes the impact of non-cash impairments of real estate of $0.60 and $0.73, respectively, per share.

    Consolidated Balance Sheets (Unaudited, in thousands except share data)  

December 31,

ASSETS 2010 2009   Real estate assets: Land $ 928,025 $ 946,750 Buildings and improvements   7,543,326     7,569,015   8,471,351 8,515,765 Accumulated depreciation   (1,721,194 )   (1,505,840 ) 6,750,157 7,009,925 Developments in progress   139,980     85,110   Net investment in real estate assets 6,890,137 7,095,035 Cash and cash equivalents 50,896 48,062 Receivables: Tenant, net of allowance 77,989 73,170 Other 11,996 8,162 Mortgage and other notes receivable 30,519 38,208 Investments in unconsolidated affiliates 179,410 186,523 Intangible lease assets and other assets   265,607     279,950   $ 7,506,554   $ 7,729,110       LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY   Mortgage and other indebtedness $ 5,209,747 $ 5,616,139 Accounts payable and accrued liabilities   314,651     248,333   Total liabilities   5,524,398     5,864,472   Commitments and contingencies Redeemable noncontrolling interests: Redeemable noncontrolling partnership interests 34,379 22,689 Redeemable noncontrolling preferred joint venture interest   423,834     421,570   Total redeemable noncontrolling interests   458,213     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, 1,815,000 and 700,000 shares outstanding in 2010 and 2009, respectively

18 7

Common Stock, $.01 par value, 350,000,000 shares authorized, 147,923,707 and 137,888,408 issued and outstanding in 2010 and 2009, respectively

1,479 1,379 Additional paid-in capital 1,657,507 1,399,654 Accumulated other comprehensive income 7,855 491 Accumulated deficit   (366,526 )   (283,640 ) Total shareholders' equity 1,300,338 1,117,896 Noncontrolling interests   223,605     302,483   Total equity   1,523,943     1,420,379   $ 7,506,554   $ 7,729,110