CBL & Associates Properties Reports Second Quarter Results

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

• Total FFO increased 2.0% in the quarter ended June 30, 2009, from the prior-year period.
• Same-Center NOI increased 1.3% for the quarter ended June 30, 2009, from the prior-year period, excluding lease-termination fees.
• Stabilized mall occupancy was 89.1% as of June 30, 2009, unchanged from the sequential quarter.
• CBL raised approximately $382.0 million in follow-on equity offering.
• CBL maintains post-offering 2009 FFO guidance range of $2.28 - $2.39 per share.

CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the second quarter ended June 30, 2009. 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. All share and per share information for the periods presented have been adjusted to reflect the issuance of common stock and common units, as applicable, in connection with the Company’s dividend payment on April 15, 2009. For the second quarter 2009, the per share results include a weighted average adjustment for the 66.63 million shares issued in the June 2009 equity offering discussed in more detail in the section titled - Capital Market Activity.

Funds from Operations (“FFO”) allocable to common shareholders for the quarter ended June 30, 2009, was $59,205,000, or $0.71 per diluted share, compared with $54,545,000, or $0.77 per diluted share for the quarter ended June 30, 2008. FFO allocable to common shareholders for the six months ended June 30, 2009, was $110,369,000, or $1.43 per diluted share, compared with $108,141,000, or $1.52 per diluted share for the six months ended June 30, 2008.

FFO of the operating partnership for the quarter ended June 30, 2009, was $96,299,000, compared with $94,434,000 for the quarter ended June 30, 2008, representing an increase of 2.0%. FFO of the operating partnership for the six months ended June 30, 2009, was $184,749,000, compared with $187,289,000 for the six months ended June 30, 2008. The decline in FFO of the operating partnership for the six months ended June 30, 2009, was primarily the result of a $7,706,000 non-cash impairment charge related to the Company’s investment in a mall real estate development company located in Nanjing, China.

Net income available to common shareholders for the quarter ended June 30, 2009, was $8,137,000, or $0.10 per diluted share, compared with net income of $9,665,000, or $0.14 per diluted share for the prior-year period. Net income available to common shareholders for the six months ended June 30, 2009, was $9,849,000, or $0.13 per diluted share, compared with $15,837,000, or $0.22 per diluted share, for the six months ended June 30, 2008. The decline in net income available to common shareholders for the six months ended June 30, 2009, was primarily the result of a $4,373,000 (adjusted for non-controlling interest) non-cash impairment charge related to the Company’s investment in a mall real estate development company located in Nanjing, China.

HIGHLIGHTS

• Total revenues declined 2.2% during the second quarter ended June 30, 2009, to $266,524,000 from $272,483,000 in the prior-year period. Total revenues declined 2.9% in the six months ended June 30, 2009 to $537,584,000, from $553,415,000 in the prior-year period.
• Same-center net operating income (“NOI”) for the portfolio, excluding lease termination fees, for the quarter ended June 30, 2009, increased 1.3% compared with a decline of 1.8% for the prior-year period. Same-center NOI, excluding lease termination fees, for the six months ended June 30, 2009, declined 0.4%, compared with a 0.4% decline in the prior-year period.
• Same-store sales for mall tenants of 10,000 square feet or less for stabilized malls as of June 30, 2009, declined 6.0% to $321 per square foot compared with $341 per square foot in the prior-year period.
• The debt-to-total-market capitalization ratio as of June 30, 2009, was 82.6% based on the common stock closing price of $5.39 and a fully converted common stock share count of 189,804,000 shares as of the same date. The debt-to-total-market capitalization ratio as of June 30, 2008, was 68.6% based on the common stock closing price of $22.84 and a fully converted common stock share count of 116,960,000 shares as of the same date.
• Consolidated and unconsolidated variable rate debt of $1,327,908,000 represents 17.6% of the total market capitalization for the Company and 21.2% of the Company’s share of total consolidated and unconsolidated debt.

CBL’s Chairman and Chief Executive Officer, Charles B. Lebovitz, said, “I am pleased to report on the significant progress we have made this quarter enhancing our balance sheet flexibility and strengthening our liquidity position. We have secured 99% of the underlying lending commitments to extend the $560 million unsecured and the $525 million secured credit facilities. In addition, we closed $91 million in permanent financings. Combined with the $382 million in capital raised through our June equity offering, these transactions allow us to address all of our 2009 debt maturities and have identified capital to address all of our CMBS maturities through 2011.

“The commitment of the CBL team and the resiliency of our properties were also evident in the quarter. In the face of a deteriorating retail environment, we posted an increase in NOI in the mall portfolio, signed over one million square feet of leases and maintained the sequential stabilized mall occupancy rate. While leasing rates continue to reflect the tough economic climate, we remain confident in our properties and our markets.”

PORTFOLIO OCCUPANCY

June 30,

2009

2008

        
      
      
        
          Portfolio occupancy
        
        
        
        
          88.0%
        
        
        
        
          91.4%
        
      
      
        
          Mall portfolio
        
        
        
        
          88.7%
        
        
        
        
          90.9%
        
      
      
        
          Stabilized malls
        
        
        
        
          89.1%
        
        
        
        
          91.0%
        
      
      
        
          Non-stabilized malls
        
        
        
        
          72.2%
        
        
        
        
          89.5%
        
      
      
        
          Associated centers
        
        
        
        
          88.7%
        
        
        
        
          94.1%
        
      
      
        
          Community centers
        
        
        
        
          78.5%
        
        
        
        
          92.4%
        
      
      
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
           
        
      
    
    

CAPITAL MARKET ACTIVITY

During the second quarter, CBL sold a total of 66,630,000 of newly-issued common stock in an underwritten public offering for net proceeds of approximately $382.0 million, after deducting the underwriting discount and other estimated offering expenses. The Company used the net proceeds from the offering to repay outstanding borrowings under its credit facilities.

FINANCING

CBL has received commitments from lenders representing approximately 99% of the aggregate underlying facility amounts for the extension and modification of its $525 million secured line of credit and its $560 million unsecured line of credit. The commitments include lenders representing $512 million of its $525 million secured facility and 100% of its $560 million unsecured facility. The commitments reflect an extension of the $525 million secured facility from February 2010 to February 2012, with an option to extend the maturity for one additional year to February 2013 (subject to continued compliance with the terms of the facility). The commitments provide that the $560 million unsecured facility will be converted over an 18-month period into a secured facility, and that the maturity of the facility will be extended from August 2011 to April 2014. The Company anticipates closing on the extension and modification of the secured and unsecured lines of credit in the third quarter 2009. Full terms and conditions of the facility will be announced at that time.

The Company also announced that it had closed two 10-year, non-recourse loans including a $33.6 million loan secured by Honey Creek Mall in Terre Haute, IN and a $57.8 million loan secured by Volusia Mall in Daytona Beach, FL. The loans are with the existing institutional lender and have an interest rate of 8.0%. These loans replace an existing $30.1 million loan secured by Honey Creek Mall and a $51.2 million loan secured by Volusia Mall. CBL used the approximately $10.1 million of excess proceeds, plus cash on hand, to pay off the $30.2 million loan secured by Bonita Lakes Mall in Meridian, MS. These advancements successfully address all of the Company’s 2009 loan maturities, except for a $53.0 million non-recourse loan secured by Eastgate Mall in Cincinnati, OH which may be paid-off using amounts made available on the $560 million credit facility from the June equity offering.

DIVIDEND

During the quarter, CBL’s Board of Directors established its Common Stock dividend policy for the remainder of 2009. The Board determined to reduce the dividend for the remainder of 2009 to the minimum level required to distribute 100% of the Company’s estimated taxable income. Future dividends payable will be determined by the Company’s Board of Directors based upon circumstances at the time of declaration.

Pursuant to the 2009 Common Stock dividend policy the Board declared a quarterly cash dividend for the Company’s Common Stock of $0.11 per share for the quarter ending June 30, 2009. The dividend was paid on July 15, 2009, to shareholders of record as of June 30, 2009.

OUTLOOK AND GUIDANCE

Based on today’s outlook and the Company’s second quarter results, the Company is maintaining 2009 FFO guidance of $2.28 to $2.39 per share. The guidance incorporates the dilution from the June 2009 equity offering and assumes the closing of the secured and unsecured credit facilities in third quarter 2009. The full year guidance also assumes $6.0 million to $9.0 million of outparcel sales and same-center NOI growth in the range of (1.5%) to (3.5%), 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
        
        
        
        
          $
        
        
          0.36
        
        
        
        
        
        
          $
        
        
          0.46
        
        
        
      
      
        
          Adjust to fully converted shares from common shares
        
        
        
        
        
        
          (0.12
        
        
          )
        
        
        
        
        
        
          (0.15
        
        
          )
        
      
      
        
          Expected earnings per diluted, fully converted common share
        
        
        
        
        
        
          0.24
        
        
        
        
        
        
        
        
          0.31
        
        
        
      
      
        
          Add: depreciation and amortization
        
        
        
        
        
        
          1.91
        
        
        
        
        
        
        
        
          1.91
        
        
        
      
      
        
          Add: noncontrolling interest in earnings of Operating Partnership
        
        
        
        
        
        
          0.13
        
        
        
        
        
        
        
        
          0.17
        
        
        
      
      
        
          Expected FFO per diluted, fully converted common share
        
        
        
        
          $
        
        
          2.28$
        
        
        
        
        
        
        
        
          2.39
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
    
    

INVESTOR CONFERENCE CALL AND SIMULCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Wednesday, August 5, 2009, to discuss the second quarter results. The number to call for this interactive teleconference is [phone]. A seven-day replay of the conference call will be available by dialing [phone] and entering the passcode 4065610. 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., second 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 2009 second quarter earnings release conference call. The live broadcast of CBL’s quarterly conference call will be available online at the Company’s Web site at cblproperties.com, as well as http://www.talkpoint.com/viewer/starthere.asp?Pres=126803 on Wednesday, August 5, 2009, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through August 13, 2009.

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 160 properties, including 88 regional malls/open-air centers. The properties are located in 27 states and total 86.4 million square feet including 2.2 million square feet of non-owned shopping centers managed for third parties. CBL currently has four projects under construction totaling 2.3 million square feet including Settlers Ridge in Pittsburgh, PA; The Pavilion at Port Orange in Port Orange, FL; The Promenade in D’Iberville (Biloxi/Gulfport), MS; and one community center. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas, 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 (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 available to its common shareholders.

In the reconciliation of net income available to the Company’s common shareholders to FFO allocable to its common shareholders, 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.

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 and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference 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

June 30,

Six Months Ended

June 30,

2009

2008

2009

2008

REVENUES:

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Minimum rents
        
        
        
        
          

$

170,491

        
        
        
        
        
        
          $
        
        
          177,943
        
        
        
        
        
        
          

$

342,428

        
        
        
        
        
        
          $
        
        
          352,474
        
        
        
      
      
        
          Percentage rents
        
        
        
        
        
        
          

1,604

        
        
        
        
        
        
        
        
          1,610
        
        
        
        
        
        
        
        
          

6,408

        
        
        
        
        
        
        
        
          6,606
        
        
        
      
      
        
          Other rents
        
        
        
        
        
        
          

4,142

        
        
        
        
        
        
        
        
          4,204
        
        
        
        
        
        
        
        
          

8,422

        
        
        
        
        
        
        
        
          9,218
        
        
        
      
      
        
          Tenant reimbursements
        
        
        
        
        
        
          

81,695

        
        
        
        
        
        
        
        
          79,952
        
        
        
        
        
        
        
        
          

163,179

        
        
        
        
        
        
        
        
          166,375
        
        
        
      
      
        
          Management, development and leasing fees
        
        
        
        
        
        
          

1,615

        
        
        
        
        
        
        
        
          2,484
        
        
        
        
        
        
        
        
          

4,080

        
        
        
        
        
        
        
        
          5,422
        
        
        
      
      
        
          Other
        
        
        
        
           
        
        
          

6,977

6,290

13,067

13,320

Total revenues

266,524

272,483

537,584

553,415

EXPENSES:

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Property operating
        
        
        
        
        
        
          

39,355

        
        
        
        
        
        
        
        
          44,094
        
        
        
        
        
        
        
        
          

83,372

        
        
        
        
        
        
        
        
          92,386
        
        
        
      
      
        
          Depreciation and amortization
        
        
        
        
        
        
          

75,793

        
        
        
        
        
        
        
        
          73,064
        
        
        
        
        
        
        
        
          

154,104

        
        
        
        
        
        
        
        
          148,144
        
        
        
      
      
        
          Real estate taxes
        
        
        
        
        
        
          

24,449

        
        
        
        
        
        
        
        
          23,898
        
        
        
        
        
        
        
        
          

48,603

        
        
        
        
        
        
        
        
          48,077
        
        
        
      
      
        
          Maintenance and repairs
        
        
        
        
        
        
          

13,416

        
        
        
        
        
        
        
        
          15,003
        
        
        
        
        
        
        
        
          

29,410

        
        
        
        
        
        
        
        
          32,919
        
        
        
      
      
        
          General and administrative
        
        
        
        
        
        
          

10,893

        
        
        
        
        
        
        
        
          11,114
        
        
        
        
        
        
        
        
          

22,372

        
        
        
        
        
        
        
        
          23,645
        
        
        
      
      
        
          Other
        
        
        
        
           
        
        
          

5,914

6,541

11,071

13,540

Total expenses

169,820

173,714

348,932

358,711

Income from operations

96,704

        
        
        
        
        
        
        
        
          98,769
        
        
        
        
        
        
        
        
          

188,652

        
        
        
        
        
        
        
        
          194,704
        
        
        
      
      
        
          Interest and other income
        
        
        
        
        
        
          

1,362

        
        
        
        
        
        
        
        
          2,182
        
        
        
        
        
        
        
        
          

2,943

        
        
        
        
        
        
        
        
          4,909
        
        
        
      
      
        
          Interest expense
        
        
        
        
        
        
          

(72,842

)

        
        
        
        
        
        
          (76,455
        
        
          )
        
        
        
        
        
        
          

(144,727

)

        
        
        
        
        
        
          (156,679
        
        
          )
        
      
      
        
          Impairment of investment
        
        
        
        
        
        
          

-

        
        
        
        
        
        
        
        
          -
        
        
        
        
        
        
        
        
          

(7,706

)

        
        
        
        
        
        
          -
        
        
        
      
      
        
          Gain (loss) on sales of real estate assets
        
        
        
        
        
        
          

72

        
        
        
        
        
        
        
        
          4,269
        
        
        
        
        
        
        
        
          

(67

)

        
        
        
        
        
        
          7,345
        
        
        
      
      
        
          Equity in earnings (losses) of unconsolidated affiliates
        
        
        
        
        
        
          

62

        
        
        
        
        
        
        
        
          (186
        
        
          )
        
        
        
        
        
        
          

1,596

        
        
        
        
        
        
        
        
          793
        
        
        
      
      
        
          Income tax provision
        
        
        
        
           
        
        
          

(152

)

(3,838

)

(755

)

(4,195

)

Income from continuing operations

25,206

        
        
        
        
        
        
        
        
          24,741
        
        
        
        
        
        
        
        
          

39,936

        
        
        
        
        
        
        
        
          46,877
        
        
        
      
      
        
          Operating income of discontinued operations
        
        
        
        
        
        
          

86

        
        
        
        
        
        
        
        
          1,053
        
        
        
        
        
        
        
        
          

20

        
        
        
        
        
        
        
        
          1,335
        
        
        
      
      
        
          Gain (loss) on discontinued operations
        
        
        
        
           
        
        
          

(12

)

3,112

(72

)

3,112

Net income

25,280

        
        
        
        
        
        
        
        
          28,906
        
        
        
        
        
        
        
        
          

39,884

        
        
        
        
        
        
        
        
          51,324
        
        
        
      
      
        
          Net income attributable to noncontrolling interests:
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Operating partnership
        
        
        
        
        
        
          

(5,109

)

        
        
        
        
        
        
          (7,385
        
        
          )
        
        
        
        
        
        
          

(6,415

)

        
        
        
        
        
        
          (12,127
        
        
          )
        
      
      
        
          Other consolidated subsidiaries
        
        
        
        
           
        
        
          

(6,580

)

(6,402

)

(12,711

)

(12,451

)

Net income attributable to the Company

13,591

        
        
        
        
        
        
        
        
          15,119
        
        
        
        
        
        
        
        
          

20,758

        
        
        
        
        
        
        
        
          26,746
        
        
        
      
      
        
          Preferred dividends
        
        
        
        
           
        
        
          

(5,454

)

(5,454

)

(10,909

)

(10,909

)

Net income available to common shareholders

$

8,137

$

9,665

$

9,849

$

15,837

Basic per share data attributable to common shareholders:

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Income from continuing operations, net of preferred dividends
        
        
        
        
          

$

0.10

        
        
        
        
        
        
          $
        
        
          0.10
        
        
        
        
        
        
          

$

0.13

        
        
        
        
        
        
          $
        
        
          0.19
        
        
        
      
      
        
          Discontinued operations
        
        
        
        
           
        
        
          

-

0.04

-

0.03

        
        
           
        
      
      
        
          Net income available to common shareholders
        
        
        
        
          

$

0.10

$

0.14

$

0.13

$

0.22

        
        
           
        
      
      
        
          Weighted average common shares outstanding
        
        
        
        
        
        
          

82,918

        
        
        
        
        
        
        
        
          71,062
        
        
        
        
        
        
        
        
          

77,072

        
        
        
        
        
        
        
        
          71,027
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          

Diluted per share data attributable to common shareholders:

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Income from continuing operations, net of preferred dividends
        
        
        
        
          

$

0.10

        
        
        
        
        
        
          $
        
        
          0.10
        
        
        
        
        
        
          

$

0.13

        
        
        
        
        
        
          $
        
        
          0.19
        
        
        
      
      
        
          Discontinued operations
        
        
        
        
           
        
        
          

-

0.04

-

0.03

        
        
           
        
      
      
        
          Net income available to common shareholders
        
        
        
        
          

$

0.10

$

0.14

$

0.13

$

0.22

Weighted average common and potential dilutive common shares outstanding

82,957

        
        
        
        
        
        
        
        
          71,250
        
        
        
        
        
        
        
        
          

77,109

        
        
        
        
        
        
        
        
          71,209
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          

Amounts attributable to common shareholders:

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Income from continuing operations, net of preferred dividends
        
        
        
        
          

$

8,092

        
        
        
        
        
        
          $
        
        
          7,259
        
        
        
        
        
        
          

$

9,880

        
        
        
        
        
        
          $
        
        
          13,269
        
        
        
      
      
        
          Discontinued operations
        
        
        
        
           
        
        
          

45

2,406

(31

)

2,568

        
        
           
        
      
      
        
          Net income available to common shareholders
        
        
        
        
          

$

8,137

$

9,665

$

9,849

$

15,837

        
        
           
        
      
    
    
      
        
           
        
      
      
        
           
        
      
      
        
           
        
      
      
        
          The Company's calculation of FFO allocable to Company shareholders 
          is as follows:
        
      
      
        
          (in thousands, except per share data)
        
        
           
        
        
        
        
           
        
        
        
        
           
        
        
        
        
           
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
          

Three Months Ended

June 30,

Six Months Ended

June 30,

2009

2008

2009

2008

        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Net income available to common shareholders
        
        
        
        
          

$

8,137

        
        
        
        
        
        
          $
        
        
          9,665
        
        
        
        
        
        
          

$

9,849

        
        
        
        
        
        
          $
        
        
          15,837
        
        
        
      
      
        
          Noncontrolling interest in earnings of operating partnership
        
        
        
        
        
        
          

5,109

        
        
        
        
        
        
        
        
          7,385
        
        
        
        
        
        
        
        
          

6,415

        
        
        
        
        
        
        
        
          12,127
        
        
        
      
      
        
          Depreciation and amortization expense of:
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Consolidated properties
        
        
        
        
        
        
          

75,793

        
        
        
        
        
        
        
        
          73,064
        
        
        
        
        
        
        
        
          

154,104

        
        
        
        
        
        
        
        
          148,144
        
        
        
      
      
        
          Unconsolidated affiliates
        
        
        
        
        
        
          

7,555

        
        
        
        
        
        
        
        
          6,694
        
        
        
        
        
        
        
        
          

15,064

        
        
        
        
        
        
        
        
          13,371
        
        
        
      
      
        
          Discontinued operations
        
        
        
        
        
        
          

-

        
        
        
        
        
        
        
        
          117
        
        
        
        
        
        
        
        
          

-

        
        
        
        
        
        
        
        
          892
        
        
        
      
      
        
          Non-real estate assets
        
        
        
        
        
        
          

(243

)

        
        
        
        
        
        
          (259
        
        
          )
        
        
        
        
        
        
          

(490

)

        
        
        
        
        
        
          (502
        
        
          )
        
      
      
        
          Noncontrolling interests' share of depreciation and amortization
        
        
        
        
        
        
          

(64

)

        
        
        
        
        
        
          (303
        
        
          )
        
        
        
        
        
        
          

(265

)

        
        
        
        
        
        
          (651
        
        
          )
        
      
      
        
          (Gain) loss on discontinued operations
        
        
        
        
        
        
          

12

        
        
        
        
        
        
        
        
          (3,112
        
        
          )
        
        
        
        
        
        
          

72

        
        
        
        
        
        
        
        
          (3,112
        
        
          )
        
      
      
        
          Income tax provision on disposal of discontinued operations
        
        
        
        
           
        
        
          

-

1,183

-

1,183

        
        
           
        
      
      
        
          Funds from operations of the operating partnership
        
        
        
        
          

$

96,299

$

94,434

$

184,749

$

187,289

        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Funds from operations per diluted share
        
        
        
        
          

$

0.71

$

0.77

$

1.43

$

1.52

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

 

134,906

        
        
        
        
        
        
        
        
          123,223
        
        
        
        
        
        
        
        
          

129,058

        
        
        
        
        
        
        
        
          123,183
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          

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

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Funds from operations of the operating partnership
        
        
        
        
          

$

96,299

        
        
        
        
        
        
          $
        
        
          94,434
        
        
        
        
          

 

$

184,749

        
        
        
        
        
        
          $
        
        
          187,289
        
        
        
      
      
        
          

Percentage allocable to Company shareholders(1)

61.48

%

57.76

%

59.74

%

57.74

%

        
      
      
        
          Funds from operations allocable to Company shareholders
        
        
        
        
          

$

59,205

$

54,545

$

110,369

$

108,141

(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 9.

SUPPLEMENTAL FFO INFORMATION:

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Lease termination fees
        
        
        
        
          

$

1,129

        
        
        
        
        
        
          $
        
        
          4,458
        
        
        
        
        
        
          

$

3,671

        
        
        
        
        
        
          $
        
        
          5,918
        
        
        
      
      
        
          Lease termination fees per share
        
        
        
        
          

$

0.01

        
        
        
        
        
        
          $
        
        
          0.04
        
        
        
        
        
        
          

$

0.03

        
        
        
        
        
        
          $
        
        
          0.05
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Straight-line rental income
        
        
        
        
          

$

1,570

        
        
        
        
        
        
          $
        
        
          1,837
        
        
        
        
        
        
          

$

3,301

        
        
        
        
        
        
          $
        
        
          3,338
        
        
        
      
      
        
          Straight-line rental income per share
        
        
        
        
          

$

0.01

        
        
        
        
        
        
          $
        
        
          0.01
        
        
        
        
        
        
          

$

0.03

        
        
        
        
        
        
          $
        
        
          0.03
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Gains on outparcel sales
        
        
        
        
          

$

154

        
        
        
        
        
        
          $
        
        
          4,188
        
        
        
        
        
        
          

$

579

        
        
        
        
        
        
          $
        
        
          7,548
        
        
        
      
      
        
          Gains on outparcel sales per share
        
        
        
        
          

$

-

        
        
        
        
        
        
          $
        
        
          0.03
        
        
        
        
        
        
          

$

-

        
        
        
        
        
        
          $
        
        
          0.06
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Amortization of acquired above- and below-market leases
        
        
        
        
          

$

1,532

        
        
        
        
        
        
          $
        
        
          2,506
        
        
        
        
        
        
          

$

3,080

        
        
        
        
        
        
          $
        
        
          5,103
        
        
        
      
      
        
          Amortization of acquired above- and below-market leases per share
        
        
        
        
          

$

0.01

        
        
        
        
        
        
          $
        
        
          0.02
        
        
        
        
        
        
          

$

0.02

        
        
        
        
        
        
          $
        
        
          0.04
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Amortization of debt premiums
        
        
        
        
          

$

1,707

        
        
        
        
        
        
          $
        
        
          1,961
        
        
        
        
        
        
          

$

3,742

        
        
        
        
        
        
          $
        
        
          3,936
        
        
        
      
      
        
          Amortization of debt premiums per share
        
        
        
        
          

$

0.01

        
        
        
        
        
        
          $
        
        
          0.02
        
        
        
        
        
        
          

$

0.03

        
        
        
        
        
        
          $
        
        
          0.03
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Income tax provision
        
        
        
        
          

$

(152

)

        
        
        
        
          $
        
        
          (2,655
        
        
          )
        
        
        
        
          

$

(755

)

        
        
        
        
          $
        
        
          (3,012
        
        
          )
        
      
      
        
          Income tax provision per share
        
        
        
        
          

$

-

        
        
        
        
        
        
          $
        
        
          (0.02
        
        
          )
        
        
        
        
          

$

(0.01

)

        
        
        
        
          $
        
        
          (0.02
        
        
          )
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Impairment of investment
        
        
        
        
          

$

-

$

-

$

(7,706

)

$

-

        
        
        
      
      
        
          Impairment of investment per share
        
        
        
        
          

$

-

$

-

$

(0.06

)

$

-

        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Abandoned projects
        
        
        
        
          

$

(67

)

        
        
        
        
          $
        
        
          (1,199
        
        
          )
        
        
        
        
          

$

(143

)

        
        
        
        
          $
        
        
          (2,912
        
        
          )
        
      
      
        
          Abandoned projects per share
        
        
        
        
          

$

-

        
        
        
        
        
        
          $
        
        
          (0.01
        
        
          )
        
        
        
        
          

$

-

        
        
        
        
        
        
          $
        
        
          (0.02
        
        
          )
        
      
    
    
      
        
        
        
           
        
        
        
        
           
        
        
        
        
           
        
        
        
        
           
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          

Same-Center Net Operating Income

        
      
      
        
          (Dollars in thousands)
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
          

Three Months Ended

June 30,

Six Months Ended

June 30,

2009

2008

2009

2008

        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Net income attributable to the Company
        
        
        
        
          

$

13,591

        
        
        
        
        
        
          $
        
        
          15,119
        
        
        
        
        
        
          

$

20,758

        
        
        
        
        
        
          $
        
        
          26,746
        
        
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Adjustments:
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Depreciation and amortization
        
        
        
        
        
        
          

75,793

        
        
        
        
        
        
        
        
          73,064
        
        
        
        
        
        
        
        
          

154,104

        
        
        
        
        
        
        
        
          148,144
        
        
        
      
      
        
          Depreciation and amortization from unconsolidated affiliates
        
        
        
        
        
        
          

7,555

        
        
        
        
        
        
        
        
          6,694
        
        
        
        
        
        
        
        
          

15,064

        
        
        
        
        
        
        
        
          13,371
        
        
        
      
      
        
          Depreciation and amortization from discontinued operations
        
        
        
        
        
        
          

-

        
        
        
        
        
        
        
        
          117
        
        
        
        
        
        
        
        
          

-

        
        
        
        
        
        
        
        
          892
        
        
        
      
      
        
          

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

(64

)

        
        
        
        
        
        
          (303
        
        
          )
        
        
        
        
        
        
          

(265

)

        
        
        
        
        
        
          (651
        
        
          )
        
      
      
        
          Interest expense
        
        
        
        
        
        
          

72,842

        
        
        
        
        
        
        
        
          76,455
        
        
        
        
        
        
        
        
          

144,727

        
        
        
        
        
        
        
        
          156,679
        
        
        
      
      
        
          Interest expense from unconsolidated affiliates
        
        
        
        
        
        
          

7,497

        
        
        
        
        
        
        
        
          7,208
        
        
        
        
        
        
        
        
          

15,362

        
        
        
        
        
        
        
        
          13,834
        
        
        
      
      
        
          

Noncontrolling interests' share of interest expense in other consolidated subsidiaries

(189

)

        
        
        
        
        
        
          (455
        
        
          )
        
        
        
        
        
        
          

(462

)

        
        
        
        
        
        
          (903
        
        
          )
        
      
      
        
          Abandoned projects expense
        
        
        
        
        
        
          

67

        
        
        
        
        
        
        
        
          1,199
        
        
        
        
        
        
        
        
          

143

        
        
        
        
        
        
        
        
          2,912
        
        
        
      
      
        
          (Gain) loss on sales of real estate assets
        
        
        
        
        
        
          

(72

)

        
        
        
        
        
        
          (4,269
        
        
          )
        
        
        
        
        
        
          

67

        
        
        
        
        
        
        
        
          (7,345
        
        
          )
        
      
      
        
          Gain on sales of real estate assets of unconsolidated affiliates
        
        
        
        
        
        
          

(82

)

        
        
        
        
        
        
          (145
        
        
          )
        
        
        
        
        
        
          

(646

)

        
        
        
        
        
        
          (429
        
        
          )
        
      
      
        
          Impairment of investment
        
        
        
        
        
        
          

-

        
        
        
        
        
        
        
        
          -
        
        
        
        
        
        
        
        
          

7,706

        
        
        
        
        
        
        
        
          -
        
        
        
      
      
        
          

Noncontrolling interests' share of gain on sales of other consolidated subsidiaries

-

        
        
        
        
        
        
        
        
          230
        
        
        
        
        
        
        
        
          

-

        
        
        
        
        
        
        
        
          230
        
        
        
      
      
        
          Income tax provision
        
        
        
        
        
        
          

152

        
        
        
        
        
        
        
        
          3,838
        
        
        
        
        
        
        
        
          

755

        
        
        
        
        
        
        
        
          4,195
        
        
        
      
      
        
          Noncontrolling interests in earnings of operating partnership
        
        
        
        
        
        
          

5,109

        
        
        
        
        
        
        
        
          7,385
        
        
        
        
        
        
        
        
          

6,415

        
        
        
        
        
        
        
        
          12,127
        
        
        
      
      
        
          (Gain) loss on discontinued operations
        
        
        
        
           
        
        
          

12

(3,112

)

72

(3,112

)

        
      
      
        
          Operating partnership's share of total NOI
        
        
        
        
        
        
          

182,211

        
        
        
        
        
        
        
        
          183,025
        
        
        
        
        
        
        
        
          

363,800

        
        
        
        
        
        
        
        
          366,690
        
        
        
      
      
        
          General and administrative expenses
        
        
        
        
        
        
          

10,893

        
        
        
        
        
        
        
        
          11,114
        
        
        
        
        
        
        
        
          

22,372

        
        
        
        
        
        
        
        
          23,645
        
        
        
      
      
        
          Management fees and non-property level revenues
        
        
        
        
           
        
        
          

(4,574

)

(6,357

)

(10,606

)

(14,328

)

        
      
      
        
          Operating partnership's share of property NOI
        
        
        
        
        
        
          

188,530

        
        
        
        
        
        
        
        
          187,782
        
        
        
        
        
        
        
        
          

375,566

        
        
        
        
        
        
        
        
          376,007
        
        
        
      
      
        
          NOI of non-comparable centers
        
        
        
        
           
        
        
          

(4,442

)

(2,660

)

(8,380

)

(5,233

)

        
      
      
        
          Total same-center NOI
        
        
        
        
          

$

184,088

$

185,122

$

367,186

$

370,774

        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          Malls
        
        
        
        
          

$

166,601

        
        
        
        
        
        
          $
        
        
          166,420
        
        
        
        
        
        
          

$

333,226

        
        
        
        
        
        
          $
        
        
          334,797
        
        
        
      
      
        
          Associated centers
        
        
        
        
        
        
          

8,134

        
        
        
        
        
        
        
        
          8,865
        
        
        
        
        
        
        
        
          

15,955

        
        
        
        
        
        
        
        
          17,472
        
        
        
      
      
        
          Community centers
        
        
        
        
        
        
          

3,508

        
        
        
        
        
        
        
        
          3,732
        
        
        
        
        
        
        
        
          

6,899

        
        
        
        
        
        
        
        
          7,133
        
        
        
      
      
        
          Other
        
        
        
        
           
        
        
          

5,845

6,105

11,106

11,372

        
        
           
        
      
      
        
          Total same-center NOI
        
        
        
        
        
        
          

184,088

        
        
        
        
        
        
        
        
          185,122
        
        
        
        
        
        
        
        
          

367,186

        
        
        
        
        
        
        
        
          370,774
        
        
        
      
      
        
          Less lease termination fees
        
        
        
        
           
        
        
          

(1,129

)

(4,438

)

(3,671

)

(5,762

)

        
      
      
        
          Total same-center NOI, excluding lease termination fees
        
        
        
        
          

$

182,959

$

180,684

$

363,515

$

365,012

Percentage Change:

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Malls
        
        
        
        
        
        
          

0.1

%

-0.5

%

        
        
        
        
        
      
      
        
          Associated centers
        
        
        
        
        
        
          

-8.2

%

-8.7

%

        
        
        
        
        
      
      
        
          Community centers
        
        
        
        
        
        
          

-6.0

%

-3.3

%

        
        
        
        
        
      
      
        
          Other
        
        
        
        
           
        
        
          

-4.3

%

-2.3

%

Total same-center NOI

-0.6

%

-1.0

%

Total same-center NOI, excluding lease termination fees

1.3

%

-0.4

%

Company's Share of Consolidated and Unconsolidated Debt

        
      
      
        
          (Dollars in thousands)
        
      
      
        
           
        
      
      
        
           
        
        
        
        
           
        
        
        
        
        
        
          

June 30, 2009

Fixed Rate

Variable Rate

Total

        
      
      
        
          Consolidated debt
        
        
        
        
          

$

4,541,048

$

1,147,554

$

5,688,602

        
        
        
      
      
        
          Noncontrolling interests' share of consolidated debt
        
        
        
        
        
        
          

(23,424

)

(928

)

(24,352

)

        
      
      
        
          Company's share of unconsolidated affiliates' debt
        
        
        
        
           
        
        
          

407,022

181,282

588,304

        
        
           
        
      
      
        
          Company's share of consolidated and unconsolidated debt
        
        
        
        
          

$

4,924,646

$

1,327,908

$

6,252,554

        
        
           
        
      
      
        
          Weighted average interest rate
        
        
        
        
           
        
        
          

5.98

%

1.68

%

5.06

%

June 30, 2008

Fixed Rate

Variable Rate

Total

        
      
      
        
          Consolidated debt
        
        
        
        
          $
        
        
          4,653,373
        
        
        
        
        
        
          $
        
        
          1,344,785
        
        
        
        
        
        
          $
        
        
          5,998,158
        
        
        
      
      
        
          Noncontrolling interests' share of consolidated debt
        
        
        
        
        
        
          (23,909
        
        
          )
        
        
        
        
        
        
          (910
        
        
          )
        
        
        
        
        
        
          (24,819
        
        
          )
        
      
      
        
          Company's share of unconsolidated affiliates' debt
        
        
        
        
           
        
        
          409,702
        
        
           
        
        
        
        
           
        
        
          74,145
        
        
           
        
        
        
        
           
        
        
          483,847
        
        
           
        
      
      
        
          Company's share of consolidated and unconsolidated debt
        
        
        
        
          $
        
        
          5,039,166
        
        
           
        
        
        
        
          $
        
        
          1,418,020
        
        
           
        
        
        
        
          $
        
        
          6,457,186
        
        
           
        
      
      
        
          Weighted average interest rate
        
        
        
        
           
        
        
          5.79
        
        
          %
        
        
        
        
           
        
        
          3.59
        
        
          %
        
        
        
        
           
        
        
          5.30
        
        
          %
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          

Debt-To-Total-Market Capitalization Ratio as of June 30, 2009

        
      
      
        
          (In thousands, except stock price)
        
      
      
        
        
        
        
        
          

Shares

Outstanding

Stock Price(1)

Value

        
      
      
        
          Common stock and operating partnership units
        
        
        
        
        
        
          189,804
        
        
        
        
        
        
          $
        
        
          5.39
        
        
        
        
        
        
          $
        
        
          1,023,044
        
        
        
      
      
        
          7.75% Series C Cumulative Redeemable Preferred Stock
        
        
        
        
        
        
          460
        
        
        
        
        
        
        
        
          250.00
        
        
        
        
        
        
        
        
          115,000
        
        
        
      
      
        
          7.375% Series D Cumulative Redeemable Preferred Stock
        
        
        
        
        
        
          700
        
        
        
        
        
        
        
        
          250.00
        
        
        
        
        
        
           
        
        
          175,000
        
        
           
        
      
      
        
          Total market equity
        
        
        
        
        
        
        
        
        
        
        
        
        
        
          1,313,044
        
        
        
      
      
        
          Company's share of total debt
        
        
        
        
        
        
        
        
        
        
        
        
           
        
        
          6,252,554
        
        
           
        
      
      
        
          Total market capitalization
        
        
        
        
        
        
        
        
        
        
        
        
          $
        
        
          7,565,598
        
        
           
        
      
      
        
          Debt-to-total-market capitalization ratio
        
        
        
        
        
        
        
        
        
        
        
        
           
        
        
          82.6
        
        
          %
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          

(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on June 30, 2009. 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

Six Months Ended

June 30,

June 30,

2009:

Basic

Diluted

Basic

Diluted

        
      
      
        
          Weighted average shares - EPS
        
        
        
        
        
        
          

82,918

82,957

77,072

77,109

        
        
        
      
      
        
          Weighted average operating partnership units
        
        
        
        
           
        
        
          

51,949

51,949

51,949

51,949

Weighted average shares - FFO

134,867

134,906

129,021

129,058

2008:

        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
      
      
        
          Weighted average shares - EPS
        
        
        
        
        
        
          71,062
        
        
        
        
        
        
        
        
          71,250
        
        
        
        
        
        
        
        
          71,027
        
        
        
        
        
        
        
        
          71,209
        
        
        
      
      
        
          Weighted average operating partnership units
        
        
        
        
           
        
        
          51,976
        
        
           
        
        
        
        
           
        
        
          51,973
        
        
           
        
        
        
        
           
        
        
          51,976
        
        
           
        
        
        
        
           
        
        
          51,972
        
        
           
        
      
      
        
          

Weighted average shares - FFO

        
        
        
        
           
        
        
          123,038
        
        
           
        
        
        
        
           
        
        
          123,223
        
        
           
        
        
        
        
           
        
        
          123,003
        
        
           
        
        
        
        
           
        
        
          123,183
        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
      
        
          

Dividend Payout Ratio

Three Months Ended

Six Months Ended

June 30,

June 30,

2009

2008

2009

2008

        
      
      
        
          Weighted average dividend per share
        
        
        
        
          

$

0.15385

        
        
        
        
        
        
          $
        
        
          0.55047
        
        
        
        
        
        
          

$

0.53291

        
        
        
        
        
        
          $
        
        
          1.10094
        
        
        
      
      
        
          FFO per diluted, fully converted share
        
        
        
        
          

$

0.71

        
        
           
        
        
        
        
          $
        
        
          0.77
        
        
           
        
        
        
        
          

$

1.43

        
        
           
        
        
        
        
          $
        
        
          1.52
        
        
           
        
      
      
        
          Dividend payout ratio
        
        
        
        
           
        
        
          

21.7

%

        
        
        
        
           
        
        
          71.5
        
        
          %
        
        
        
        
           
        
        
          

37.3

%

        
        
        
        
           
        
        
          72.4
        
        
          %
        
      
    
    
      
        
           
        
      
      
        
           
        
      
      
        
           
        
      
      
        
          

Consolidated Balance Sheets

        
      
      
        
          (Unaudited, in thousands except share data)
        
      
      
        
        
        
           
        
        
        
        
           
        
        
        
      
      
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
        
        
        
        
           
        
      
      
        
        
        
        
        
          

June 30,

2009

December 31,

2008

ASSETS

        
        
        
        
        
        
        
        
        
      
      
        
          Real estate assets:
        
        
        
        
        
        
        
        
        
      
      
        
          Land
        
        
        
        
          

$

926,588

        
        
        
        
        
        
          $
        
        
          902,504
        
        
        
      
      
        
          Buildings and improvements
        
        
        
        
           
        
        
          

7,567,502

7,503,334

8,494,090

        
        
        
        
        
        
        
        
          8,405,838
        
        
        
      
      
        
          Accumulated depreciation
        
        
        
        
           
        
        
          

(1,433,863

)

(1,310,173

)

7,060,227

        
        
        
        
        
        
        
        
          7,095,665
        
        
        
      
      
        
          Developments in progress
        
        
        
        
           
        
        
          

217,207

225,815

        
        
           
        
      
      
        
          Net investment in real estate assets
        
        
        
        
        
        
          

7,277,434

        
        
        
        
        
        
        
        
          7,321,480
        
        
        
      
      
        
          Cash and cash equivalents
        
        
        
        
        
        
          

50,789

        
        
        
        
        
        
        
        
          51,227
        
        
        
      
      
        
          Cash in escrow
        
        
        
        
        
        
          

-

        
        
        
        
        
        
        
        
          2,700
        
        
        
      
      
        
          Receivables:
        
        
        
        
        
        
        
        
        
      
      
        
          Tenant, net of allowance
        
        
        
        
        
        
          

69,386

        
        
        
        
        
        
        
        
          74,402
        
        
        
      
      
        
          Other
        
        
        
        
        
        
          

12,725

        
        
        
        
        
        
        
        
          12,145
        
        
        
      
      
        
          Mortgage and other notes receivable
        
        
        
        
        
        
          

51,380

        
        
        
        
        
        
        
        
          58,961
        
        
        
      
      
        
          Investments in unconsolidated affiliates
        
        
        
        
        
        
          

196,106

        
        
        
        
        
        
        
        
          207,618
        
        
        
      
      
        
          Intangible lease assets and other assets
        
        
        
        
           
        
        
          

285,712

305,802

$

7,943,532

$

8,034,335

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

        
        
        
        
        
        
        
        
        
      
      
        
          Mortgage and other notes payable
        
        
        
        
          

$

5,688,602

        
        
        
        
        
        
          $
        
        
          6,095,676
        
        
        
      
      
        
          Accounts payable and accrued liabilities
        
        
        
        
           
        
        
          

291,152

329,991

        
        
           
        
      
      
        
          Total liabilities
        
        
        
        
           
        
        
          

5,979,754

6,425,667

        
        
           
        
      
      
        
          Commitments and contingencies
        
        
        
        
        
        
        
        
        
      
      
        
          Redeemable noncontrolling interests:
        
        
        
        
        
        
        
        
        
      
      
        
          Redeemable noncontrolling partnership interests
        
        
        
        
        
        
          

91,792

        
        
        
        
        
        
        
        
          18,393
        
        
        
      
      
        
          Redeemable noncontrolling preferred joint venture interest
        
        
        
        
           
        
        
          

421,457

421,279

        
        
           
        
      
      
        
          Total redeemable noncontrolling interests
        
        
        
        
           
        
        
          

513,249

439,672

        
        
           
        
      
      
        
          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, 700,000 shares outstanding

7

        
        
        
        
        
        
        
        
          7
        
        
        
      
      
        
          

Common Stock, $.01 par value, 180,000,000 shares authorized, 137,855,513 and 66,394,844 issued and outstanding in 2009 and 2008, respectively

1,378

        
        
        
        
        
        
        
        
          664
        
        
        
      
      
        
          Additional paid-in capital
        
        
        
        
        
        
          

1,420,214

        
        
        
        
        
        
        
        
          993,941
        
        
        
      
      
        
          Accumulated other comprehensive loss
        
        
        
        
        
        
          

(6,968

)

        
        
        
        
        
        
          (12,786
        
        
          )
        
      
      
        
          Accumulated deficit
        
        
        
        
           
        
        
          

(223,202

)

(193,307

)

        
      
      
        
          Total shareholders' equity
        
        
        
        
        
        
          

1,191,434

        
        
        
        
        
        
        
        
          788,524
        
        
        
      
      
        
          Noncontrolling interests
        
        
        
        
           
        
        
          

259,095

380,472

        
        
           
        
      
      
        
          Total equity
        
        
        
        
           
        
        
          

1,450,529

1,168,996

$

7,943,532

$

8,034,335