CBL & Associates Properties Reports Results for First Quarter 2017

CBL & Associates Properties, Inc. CBL announced results for the first quarter ended March 31, 2017. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

	Three Months Ended March 31,
	2017		2016		%
Net income attributable to common shareholders per diluted share	$	0.13	$	0.17	(23.5	)%
Funds from Operations ("FFO") per diluted share	$	0.53	$	0.68	(22.1	)%
FFO, as adjusted, per diluted share ⁽¹⁾	$	0.52	$	0.56	(7.1	)%
⁽¹⁾ For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company's reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 12 of this earnings release.

HIGHLIGHTS:

Entered into binding contract for the sale of two malls and completed the sale of an outlet center and two office buildings year-to-date. The transactions are expected to generate aggregate equity proceeds of nearly $100 million, at CBL's share.
FFO per diluted share, as adjusted, was $0.52 for the first quarter 2017, compared with FFO, as adjusted, of $0.56 per share for the first quarter 2016. First quarter 2017 was impacted by approximately $0.05 per share of dilution from asset sales.
Total Portfolio Same-center NOI for the first quarter 2017 declined 1.0%.
Portfolio occupancy increased 50 bps to 92.1% and same-center mall occupancy declined 100 basis points to 90.5% as of March 31, 2017 compared with 91.5% as of March 31, 2016.
Stabilized Mall leases were signed at an average increase of 2% over the expiring gross rent per square foot, including a 18% increase in average gross rents for more than 130,000 square feet of new leases executed in the quarter.

CBL's President and Chief Executive Officer Stephen Lebovitz commented, "Our malls are evolving into suburban town centers as we add more dining, entertainment, value and off-price, health and wellness, service and non-retail uses to adapt to the changing retail landscape. We faced a challenging retail environment in the first quarter, which impacted our NOI results. However, leasing demand remains strong, and we are making major progress on our anchor redevelopment program.

"We are improving our balance sheet through additional dispositions including the sale of The Outlet Shoppes at Oklahoma City and two office buildings as well as a binding contract for the sale of two malls. These transactions will generate equity proceeds of nearly $100 million, contributing to further reductions in debt. Coupled with our significant free cash flow, this will create additional liquidity to fund redevelopment activity."

Net income attributable to common shareholders for the first quarter 2017 was $22.9 million, or $0.13 per diluted share, compared with net income of $28.9 million, or $0.17 per diluted share, for the first quarter 2016.

FFO allocable to common shareholders, as adjusted, for the first quarter 2017 was $88.4 million, or $0.52 per diluted share, compared with $95.0 million, or $0.56 per diluted share, for the first quarter 2016. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the first quarter 2017 was $103.0 million compared with $111.2 million for the first quarter 2016.

Percentage change in same-center Net Operating Income ("NOI")⁽¹⁾:

	Three Months Ended March 31, 2017
Portfolio same-center NOI	(1.0	)%
Mall same-center NOI	(1.6	)%

⁽¹⁾ CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight-line rents, write-offs of landlord inducements and net amortization of acquired above and below market leases.

Major variances impacting same-center NOI for the quarter ended March 31, 2017 include:

NOI declined $1.8 million, due to a $2.6 million decrease in revenue, partially offset by a $0.8 million decrease in operating expense.
Minimum rents increased $1.4 million during the quarter as a result of rent growth over the prior year.
Percentage rents decreased $2.0 million as sales declined in the first quarter.
Tenant reimbursements and other rents declined $2.0 million.
Property operating expense declined $0.5 million, maintenance and repair expense declined $1.7 million, and real estate tax expense increased $1.4 million.

PORTFOLIO OPERATIONAL RESULTS

Occupancy:

	As of March 31,
	2017		2016
Portfolio occupancy	92.1	%	91.6	%
Mall portfolio	90.5	%	90.9	%
Same-center malls	90.5	%	91.5	%
Stabilized malls	90.5	%	90.9	%
Non-stabilized malls ⁽¹⁾	92.7	%	91.4	%
Associated centers	97.7	%	91.5	%
Community centers	98.2	%	96.0	%

⁽¹⁾ Represents occupancy for The Outlet Shoppes of the Bluegrass as of March 31, 2017 and The Outlet Shoppes of Atlanta and The Outlet Shoppes of the Bluegrass as of March 31, 2016.



New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:

% Change in Average Gross Rent Per Square Foot
			Three Months Ended March 31, 2017
Stabilized Malls			1.8%
New leases			17.9%
Renewal leases			(3.4)%



Same-Center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:

	Twelve Months Ended March 31,
	2017		2016		% Change
Stabilized mall same-center sales per square foot	$	372	$	382	(2.6)%
Stabilized mall sales per square foot	$	372	$	378	(1.6)%

DISPOSITIONS

CBL has entered into a binding contract for the sale of two malls, College Square in Morristown, TN (2016 sales psf $265) and Foothills Mall in Maryville, TN (2016 sales psf $283), for a total gross sales price of $53.5 million. The buyer has posted a significant nonrefundable deposit. The transaction is expected to close in May.

During the first quarter 2017, CBL closed on the sale of two office buildings located in Newport News, VA, generating gross proceeds of $6.25 million.

On April 28, 2017, CBL closed on the sale of The Outlet Shoppes at Oklahoma City in Oklahoma City, OK for a gross sales price of $130.0 million. Approximately $70.1 million, including defeasance costs, in loans secured by the property were retired concurrent with the closing. CBL's share of net equity proceeds, after retirement of secured loans and closing costs, was $38.0 million. Net proceeds were used to reduce outstanding balances on the Company's lines of credit. CBL anticipates recording a gain on sale of approximately $44.0 million in second quarter 2017 results related to the sale.

FINANCING ACTIVITY

During the quarter, CBL retired four loans totaling $158.3 million (at CBL's share) and added the properties to its unencumbered pool of assets. The loans were secured by Layton Hills Mall in Layton, UT, The Plaza at Fayette in Lexington, KY, The Shoppes at St. Clair Square in Fairview Heights, IL and Hamilton Corner in Chattanooga, TN.

During the quarter the foreclosure of Midland Mall in Midland, MI, was completed. CBL recorded a gain on extinguishment of debt of $4.1 million related to the foreclosure.

In April, the $125 million loan secured by Acadiana Mall in Lafayette, LA, matured. CBL is currently in discussions with the lender to restructure and extend the loan maturity.

OUTLOOK AND GUIDANCE

CBL is updating its 2017 FFO, as adjusted, guidance to reflect first quarter results, dilution from announced disposition activity (approximately $0.04 per share) and its current outlook. CBL anticipates FFO, as adjusted, in the range of $2.18 - $2.24 per diluted share. This FFO assumes same-center NOI growth in the range of (2.0)% - 0% in 2017, which includes an additional estimated income loss of $10.0 - 14.0 million from store closure and bankruptcy activity for the remainder of 2017.

The guidance also assumes the following:

$10.0 million to $12.0 million in gains on outparcel sales;
75 to 125 basis points lower total portfolio occupancy as well as stabilized mall occupancy at year-end;
G&A expense of $62 million to $64 million for the full year; and
No unannounced capital markets activity.


	Low			High
Expected diluted earnings per common share	$	0.62		$	0.68
Adjust to fully converted shares from common shares	(0.08		)	(0.09		)
Expected earnings per diluted, fully converted common share	0.54			0.59
Add: depreciation and amortization	1.56			1.56
Add: Loss on impairment	0.01			0.01
Add: noncontrolling interest in earnings of Operating Partnership	0.09			0.10
Expected FFO per diluted, fully converted common share	2.20			2.26
Adjustment for certain significant items	(0.02		)	(0.02		)
Expected adjusted FFO per diluted, fully converted common share	$	2.18		$	2.24

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call on Thursday, May 4, 2017, at 11:00 a.m. ET. To access this interactive teleconference, dial (888) 317-6003 or (412) 317-6061 and enter the confirmation number, 2235998. A replay of the conference call will be available through May 11, 2017, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number, 10102428. 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. first quarter earnings release and supplemental information, please visit the Investing section of our website at cblproperties.com or contact Investor Relations at (423) 490-8312.

The Company will also provide an online webcast and rebroadcast of its 2017 first quarter earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Thursday, May 4, 2017 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.

Headquartered in Chattanooga, TN, 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 125 properties, including 82 regional malls/open-air centers. The properties are located in 27 states and total 77.4 million square feet including 5.9 million square feet of non-owned shopping centers managed for third parties. Additional information can be found at cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used non-GAAP 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 depreciable operating properties and impairment losses of depreciable 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. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company's method of calculating FFO 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 allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders 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 Operating Partnership common unitholders, located in 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 the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders 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 held by noncontrolling interests during the period.

FFO does not represent cash flows from operations as defined by GAAP, 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.

The Company believes that it is important to identify the impact of certain significant items 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 adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this earnings release for a description of these adjustments.

Same-center Net Operating Income

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

The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership's pro rata share of both consolidated and unconsolidated properties is useful since the Company 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's definition of NOI may be different than that used by other companies and, accordingly, the Company's calculation of NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of the Company's shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company's results of operations. The Company's calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

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 condensed 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" 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 March 31,
	2017			2016
REVENUES:
Minimum rents	$	159,750		$	170,629
Percentage rents	2,389			4,673
Other rents	3,652			5,062
Tenant reimbursements	67,291			73,366
Management, development and leasing fees	3,452			2,581
Other	1,479			6,767
Total revenues	238,013			263,078
OPERATING EXPENSES:
Property operating	34,914			38,628
Depreciation and amortization	71,220			76,506
Real estate taxes	22,083			23,028
Maintenance and repairs	13,352			14,548
General and administrative	16,082			17,168
Loss on impairment	3,263			19,685
Other	—			9,685
Total operating expenses	160,914			199,248
Income from operations	77,099			63,830
Interest and other income	1,404			360
Interest expense	(56,201		)	(55,231		)
Gain on extinguishment of debt	4,055			6
Equity in earnings of unconsolidated affiliates	5,373			32,390
Income tax benefit	800			537
Income from continuing operations before gain on sales of real estate assets	32,530			41,892
Gain on sales of real estate assets	5,988			—
Net income	38,518			41,892
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership	(3,690		)	(4,945		)
Other consolidated subsidiaries	(713		)	3,127
Net income attributable to the Company	34,115			40,074
Preferred dividends	(11,223		)	(11,223		)
Net income attributable to common shareholders	$	22,892		$	28,851

Basic and diluted per share data attributable to common shareholders:
Net income attributable to common shareholders	$	0.13		$	0.17
Weighted-average common and potential dilutive common shares outstanding	170,989			170,669

Dividends declared per common share	$	0.265		$	0.265







The Company's reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)

	Three Months Ended March 31,
	2017			2016
Net income attributable to common shareholders	$	22,892		$	28,851
Noncontrolling interest in income of Operating Partnership	3,690			4,945
Depreciation and amortization expense of:
Consolidated properties	71,220			76,506
Unconsolidated affiliates	9,543			9,178
Non-real estate assets	(864		)	(837		)
Noncontrolling interests' share of depreciation and amortization	(1,979		)	(2,393		)
Loss on impairment, net of tax	2,067			19,685
Loss on depreciable property	41			—
FFO allocable to Operating Partnership common unitholders	106,610			135,935
Litigation expenses ⁽¹⁾	43			1,707
Nonrecurring professional feesreimbursement ⁽¹⁾	(925		)	—
Equity in earnings from disposals of unconsolidated affiliates ⁽²⁾	—			(26,395		)
Non-cash default interest expense	1,307			—
Gain on extinguishment of debt ⁽³⁾	(4,055		)	—
FFO allocable to Operating Partnership common unitholders, as adjusted	$	102,980		$	111,247

FFO per diluted share	$	0.53		$	0.68

FFO, as adjusted, per diluted share	$	0.52		$	0.56

Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted	199,281			199,926

⁽¹⁾ Litigation expense is included in General and administrative expense in the Consolidated Statements of Operations. Nonrecurring professional fees reimbursement is included in Interest and other income in the Consolidated Statements of Operations.
⁽²⁾ For the three months ended March 31, 2016, includes $26,373 related to the sale of a 50% interest in an unconsolidated affiliate. This amount is included in Equity in earnings of unconsolidated affiliates in the Consolidated Statements of Operations.
⁽³⁾ For the three months ended March 31, 2017, represents gain on extinguishment of debt related to the non-recourse loan secured by Midland Mall, which was conveyed to the lender in January 2017.







The reconciliation of diluted EPS to FFO per diluted share is as follows:

	Three Months Ended March 31,
	2017			2016
Diluted EPS attributable to common shareholders	$	0.13		$	0.17
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests		0.39			0.42
Loss on impairment, net of tax		0.01			0.09
FFO per diluted share	$	0.53		$	0.68


The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows:

	Three Months Ended March 31,
	2017			2016
FFO allocable to Operating Partnership common unitholders	$	106,610		$	135,935
Percentage allocable to common shareholders⁽¹⁾		85.80	%		85.37	%
FFO allocable to common shareholders	$	91,471		$	116,048

FFO allocable to Operating Partnership common unitholders, as adjusted	$	102,980		$	111,247
Percentage allocable to common shareholders ⁽¹⁾		85.80	%		85.37	%
FFO allocable to common shareholders, as adjusted	$	88,357		$	94,972
(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 outstanding on page 12.






SUPPLEMENTAL FFO INFORMATION:
	Three Months Ended March 31,
	2017			2016
Lease termination fees	$	247		$	951
Lease termination fees per share	$	—		$	—

Straight-line rental income	$	73		$	149
Straight-line rental income per share	$	—		$	—

Gains on outparcel sales	$	5,997		$	—
Gains on outparcel sales per share	$	0.03		$	—

Net amortization of acquired above- and below-market leases	$	1,218		$	1,076
Net amortization of acquired above- and below-market leases per share	$	0.01		$	0.01

Net amortization of debt premiums and discounts	$	623		$	627
Net amortization of debt premiums and discounts per share	$	—		$	—

Income tax benefit	$	800		$	537
Income tax benefit per share	$	—		$	—

Gain on extinguishment of debt	$	4,055		$	6
Gain on extinguishment of debt per share	$	0.02		$	—

Equity in earnings from disposals of unconsolidated affiliates	$	—		$	26,395
Equity in earnings from disposals of unconsolidated affiliates per share	$	—		$	0.13

Non-cash default interest expense	$	(1,307	)	$	—
Non-cash default interest expense per share	$	(0.01	)	$	—

Abandoned projects expense	$	—		$	(1	)
Abandoned projects expense per share	$	—		$	—

Interest capitalized	$	839		$	548
Interest capitalized per share	$	—		$	—

Litigation expenses	$	(43	)	$	(1,707	)
Litigation expenses per share	$	—		$	(0.01	)

Nonrecurring professional fees reimbursement	$	925		$	—
Nonrecurring professional fees reimbursement per share	$	—		$	—


	As of March 31,
	2017			2016
Straight-line rent receivable	$	67,029			67,498







Same-center Net Operating Income (Dollars in thousands)

	Three Months Ended March 31,
	2017			2016
Net income	$	38,518		$	41,892

Adjustments:
Depreciation and amortization	71,220			76,506
Depreciation and amortization from unconsolidated affiliates	9,543			9,178
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries	(1,979		)	(2,393		)
Interest expense	56,201			55,231
Interest expense from unconsolidated affiliates	6,161			6,585
Noncontrolling interests' share of interest expense in other consolidated subsidiaries	(1,706		)	(1,679		)
Abandoned projects expense	—			1
Gain on sales of real estate assets	(5,988		)	—
(Gain) loss on sales of real estate assets of unconsolidated affiliates	35			(26,395		)
Gain on extinguishment of debt	(4,055		)	(6		)
Loss on impairment	3,263			19,685
Income tax benefit	(800		)	(537		)
Lease termination fees	(247		)	(951		)
Straight-line rent and above- and below-market lease amortization	(1,291		)	(1,225		)
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries	(713		)	3,127
General and administrative expenses	16,082			17,168
Management fees and non-property level revenues	(5,257		)	(4,776		)
Operating Partnership's share of property NOI	178,987			191,411
Non-comparable NOI	(5,951		)	(16,564		)
Total same-center NOI ⁽¹⁾	$	173,036		$	174,847
Total same-center NOI percentage change	(1.0		)%


Malls	$	157,390		$	160,006
Associated centers	8,352			8,012
Community centers	5,484			5,157
Offices and other	1,810			1,672
Total same-center NOI ⁽¹⁾	$	173,036		$	174,847

Percentage Change:
Malls	(1.6		)%
Associated centers	4.2		%
Community centers	6.3		%
Offices and other	8.3		%
Total same-center NOI ⁽¹⁾	(1.0		)%

⁽¹⁾ CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. Same-center NOI is for real estate properties and does not include the results of operations of the Company's subsidiary that provides janitorial, security and maintenance services. We include a property in our same-center pool when we own all or a portion of the property as of March 31, 2017, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending March 31, 2017. New properties are excluded from same-center NOI, until they meet this criteria. The only properties excluded from the same-center pool that would otherwise meet this criteria are properties which are either under major redevelopment, being considered for repositioning, minority interest properties in which we own an interest of 25% or less, or where we intend to renegotiate the terms of the debt secured by the related property.







Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands)

	As of March 31, 2017
	Fixed Rate			Variable Rate			Total per Debt Schedule			Unamortized Deferred Financing Costs			Total
Consolidated debt	$	3,389,900		$	1,149,563		$	4,539,463		$	(16,983	)	$	4,522,480
Noncontrolling interests' share of consolidated debt	(107,197		)	(6,855		)	(114,052		)	903			(113,149		)
Company's share of unconsolidated affiliates' debt	528,040			72,299			600,339			(2,651		)	597,688
Company's share of consolidated and unconsolidated debt	$	3,810,743		$	1,215,007		$	5,025,750		$	(18,731	)	$	5,007,019
Weighted average interest rate	5.28		%	2.31		%	4.56		%

	As of March 31, 2016
	Fixed Rate			Variable Rate			Total per Debt Schedule			Unamortized Deferred Financing Costs			Total
Consolidated debt	$	3,466,259		$	1,232,515		$	4,698,774		$	(15,287	)	$	4,683,487
Noncontrolling interests' share of consolidated debt	(109,906		)	(7,602		)	(117,508		)	757			(116,751		)
Company's share of unconsolidated affiliates' debt	594,028			152,968			746,996			(1,798		)	745,198
Company's share of consolidated and unconsolidated debt	$	3,950,381		$	1,377,881		$	5,328,262		$	(16,328	)	$	5,311,934
Weighted average interest rate	5.40		%	1.90		%	4.49		%



Debt-To-Total-Market Capitalization Ratio as of March 31, 2017 (In thousands, except stock price)

	Shares Outstanding	Stock Price ⁽¹⁾		Value
Common stock and Operating Partnership units	199,386	$	9.54	$	1,902,142
7.375% Series D Cumulative Redeemable Preferred Stock	1,815	250.00		453,750
6.625% Series E Cumulative Redeemable Preferred Stock	690	250.00		172,500
Total market equity				2,528,392
Company's share of total debt, excluding unamortized deferred financing costs				5,025,750
Total market capitalization				$	7,554,142
Debt-to-total-market capitalization ratio				66.5		%

⁽¹⁾ Stock price for common stock and Operating Partnership units equals the closing price of the common stock on March 31, 2017. The stock prices for the preferred stocks represent the liquidation preference of each respective series.







Reconciliation of Shares and Operating Partnership Units Outstanding (In thousands)

	Three Months Ended March 31,
2017:	Basic			Diluted
Weighted average shares - EPS		170,989			170,989
Weighted average Operating Partnership units		28,292			28,292
Weighted average shares- FFO		199,281			199,281

2016:
Weighted average shares - EPS		170,669			170,669
Weighted average Operating Partnership units		29,257			29,257
Weighted average shares- FFO		199,926			199,926


Dividend Payout Ratio

	Three Months Ended March 31,
	2017			2016
Weighted average cash dividend per share	$	0.27281		$	0.27278
FFO, as adjusted, per diluted fully converted share	$	0.52		$	0.56
Dividend payout ratio		52.5	%		48.7	%







Consolidated Balance Sheets (Unaudited; in thousands, except share data)
	As of
ASSETS	March 31, 2017			December 31, 2016
Real estate assets:
Land	$	852,707		$	820,979
Buildings and improvements		6,964,854			6,942,452
		7,817,561			7,763,431
Accumulated depreciation		(2,477,356	)		(2,427,108	)
		5,340,205			5,336,323
Held for sale		—			5,861
Developments in progress		185,228			178,355
Net investment in real estate assets		5,525,433			5,520,539
Cash and cash equivalents		27,553			18,951
Receivables:
Tenant, net of allowance for doubtful accounts of $1,875 and $1,910 in 2017 and 2016, respectively		90,485			94,676
Other, net of allowance for doubtful accounts of $838 in 2017 and 2016		11,519			6,227
Mortgage and other notes receivable		16,347			16,803
Investments in unconsolidated affiliates		262,216			266,872
Intangible lease assets and other assets		196,419			180,572
	$	6,129,972		$	6,104,640

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	4,522,480		$	4,465,294
Accounts payable and accrued liabilities		277,568			280,498
Total liabilities		4,800,048			4,745,792
Commitments and contingencies
Redeemable noncontrolling partnership interests		15,472			17,996
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding		18			18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding		7			7
Common stock, $.01 par value, 350,000,000 shares authorized, 171,093,900 and 170,792,645 issued and outstanding in 2017 and 2016, respectively		1,711			1,708
Additional paid-in capital		1,971,155			1,969,059
Dividends in excess of cumulative earnings		(764,524	)		(742,078	)
Total shareholders' equity		1,208,367			1,228,714
Noncontrolling interests		106,085			112,138
Total equity		1,314,452			1,340,852
	$	6,129,972		$	6,104,640

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