Filing Compare · Centro NP LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2007~~2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-12244

CENTRO NP LLC

(Exact name of registrant as specified in its charter)

MARYLAND		64-0955724
(State or other Jurisdiction of		(IRS Employer
Incorporation)		Identification No.)

420 Lexington Avenue, New York, New York 10170 ~~(Address of Principal Executive Offices) (Zip Code)~~

~~212-869-3000~~ (~~Registrant’s~~Address ~~Telephone~~of ~~Number,~~Principal ~~Including~~Executive ~~Area~~Offices) (Zip Code)

~~New Plan Excel Realty Trust, Inc.~~212-869-3000

(~~Former~~Registrant’s ~~Name,~~Telephone ~~Former Address and Former Fiscal Year~~Number, if ~~Changed~~Including ~~Since~~Area ~~Last Report~~Code)

Indicate by check ~~mark~~ mark whether the Registrant: (1) has filed all reports required to be filed by ~~Section~~ Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 12 months, and (2) has been subject to such filing requirements for the past 90 90 days. YES ~~þ NO~~ o NO x

Indicate by check mark whether the Registrant ishas submitted aelectronically ~~large~~and ~~accelerated~~posted ~~filer,~~on anits ~~accelerated~~corporate ~~filer~~Web site, or aif ~~non-accelerated~~any, ~~filer. See~~every ~~definition~~Interactive ofData ~~“accelerated~~File ~~filer~~required ~~and~~to ~~large~~be ~~accelerated~~submitted ~~filer”~~and inposted pursuant to Rule 405 of ~~12b~~Regulation S-2T (sub-section 232.405 of this chapter) during the ~~Exchange~~preceding ~~Act.~~ 12 months (~~Check~~or ~~one~~for such shorter period that the registrant was required to submit and post such files):. YES o NO x

~~Large~~Indicate by check mark ~~Accelerated~~whether ~~Filer þ Accelerated~~the Registrant is a large accelerated filer, an accelerated filer, a ~~Filer~~non-accelerated filer, or a smaller reporting company. ~~o Non~~See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-~~Accelerated~~2 ~~Filer~~of the Exchange Act. o(Check one):

~~Indicate by~~Large ~~check~~Accelerated ~~mark~~Filer ~~whether~~o ~~the~~Accelerated ~~Registrant~~Filer iso aNon-Accelerated ~~shell~~Filer ~~company~~x ~~(as~~Smaller ~~defined~~reporting incompany ~~Rule 12b-2 of the Exchange Act). YES~~ o ~~NO þ~~

~~The~~Indicate ~~common~~by ~~stock~~check mark ofwhether ~~New~~the ~~Plan~~Registrant ~~Excel~~is ~~Realty~~a ~~Trust,~~shell ~~Inc. ceased~~company ~~to be outstanding~~ (as ofdefined ~~April~~in ~~20, 2007, and was accordingly de~~Rule 12b-~~listed~~2 ~~under Section 12~~ of the ~~Securities~~ Exchange Act). YES ofo ~~1934,~~NO ~~as amended.~~x

~~Centro~~The ~~NP LLC~~registrant ~~(as~~does ~~successor~~not byhave ~~merger~~common ~~and liquidation to New Plan Excel Realty Trust, Inc~~stock.)

Explanatory Note

On February 27, 2007, New Plan Excel Realty Trust, Inc. (“New Plan”), and Excel Realty Partners, L.P., a Delaware limited partnership in which New Plan, through a wholly owned subsidiary, is the general partner, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Centro NP LLC (formerly Super IntermediateCo LLC) (“Centro NP”), Super MergerSub Inc. (“MergerSub”), and Super DownREIT MergerSub LLC (“Super REIT MergerSub” and together with Centro NP and Merger Sub, the “Buyer Parties”). The Buyer Parties are affiliates of Centro Properties Group, an Australian publicly traded real estate company (“Centro”). Pursuant to the Merger Agreement, MergerSub commenced and completed a tender offer (the “Offer”) to purchase all outstanding shares of common stock, par value $0.01 per share (“Common Stock”), of New Plan at a price of $33.15 per share, net to the holders thereof, in cash (the “Offer Price”). The Offer, as supplemented by a subsequent offering period, expired at 12:00 midnight, New York City time, on Wednesday, April 18, 2007. On April 19, 2007, MergerSub exercised its top-up option pursuant to the Merger Agreement to acquire additional shares of Common Stock from New Plan at purchase price equal to the Offer Price.

As described in New Plan’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 20, 2007 (the “8-K”), on April 20, 2007, New Plan and the Buyer Parties completed the other transactions contemplated by the Merger Agreement, pursuant to which, among other things, MergerSub merged with and into New Plan (the “Merger”), with New Plan surviving the Merger, and in connection therewith, Super DownREIT Acquisition L.P. (“DownREIT Acquisition”) merged with and into Excel Realty Partners, L.P. (the “DownREIT Partnership”) with the DownREIT Partnership continuing as the surviving limited partnership (the “DownREIT Merger,” and together with the Merger, the “Mergers”). As more fully described in the 8-K, in connection with the Merger, each share of Common Stock (other than shares held by New Plan or any subsidiary of New Plan or by Purchaser) was converted into the right to receive the same $33.15 in cash per share as was paid in the Offer, without interest, (b) each outstanding option to purchase Common Stock under any employee stock option or incentive plan became fully vested and exercisable (whether or not then vested or subject to any performance condition that has not been satisfied, and regardless of the exercise price thereof or the terms of any other agreement regarding the vesting, delivery or payment thereof) and were cancelled in exchange for the right to receive, for each share of Common Stock issuable upon exercise of such option, cash in the amount equal to the excess, if any, of the Offer Price over the exercise price per share of such option. As a result of the Merger, New Plan became a wholly owned subsidiary of Centro NP and any stockholder who held shares of Common Stock prior to the Merger ceased to be a stockholder effective as of the Merger.

Immediately following the Merger, on April 20, 2007, New Plan, as the surviving corporation of the Merger, was liquidated (the “Liquidation”), and in connection with the Liquidation, all of New Plan’s assets were transferred to, and all of its liabilities were assumed by, Centro NP. As a result of the Merger and Liquidation, New Plan filed a Certification and Notice of Termination of Registration on Form 15 pursuant to which it terminated its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to its Common Stock and 7.625% Series E Cumulative Redeemable Preferred Stock.

In connection with the Mergers, Centro NP, New Plan Realty Trust, LLC (as successor to New Plan Realty Trust, but only with respect to the 1999 Indenture (as defined below)) and U.S. Bank Trust National Association, as trustee (the “Trustee”) entered into supplemental indentures (the “Supplemental Indentures”), each dated as of April 20, 2007, to (i) the Indenture dated as of March 29, 1995 (the “1995 Indenture”), by and between New Plan (as successor to New Plan Realty Trust) and the Trustee (as successor to State Street Bank and Trust Company, as successor to The First National Bank of Boston), (ii) the Indenture dated as of February 3, 1999 (the “1999 Indenture”), by and among New Plan, New Plan Realty Trust, as guarantor, and the Trustee (as successor to State Street Bank and Trust Company), and (iii) the Indenture dated as of January 30, 2004 (the “2004 Indenture”, and collectively with the 1995 Indenture and the 1999 Indenture, the “Indentures”), by and between New Plan and the Trustee. The Supplemental Indentures each provide for the assumption by Centro NP of all of the obligations of New Plan under each of the Indentures, effective upon consummation of the New Plan Merger.

Centro NP, as the successor obligor on the Company’s unsecured senior notes intends to continue to file with the SEC any annual reports, quarterly reports and other documents that it is required to file with the SEC pursuant to the Indentures governing the unsecured senior notes or pursuant to Section 15(d) of the Exchange Act.

Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by Centro NP LLC (as successor by merger and liquidation to New Plan Excel Realty Trust, Inc.) (“we”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and ~~Section~~ Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:

· Liquidity risks, including (i) the inability to refinance our short-term and long-term indebtedness on favorable terms or at all, (ii) our reliance upon distributions from a joint venture we do not control for our working capital, and (iii) our potential need to complete asset sales in order to fund our operations;

· downgrades, and possible future downgrades, in our credit rating;

· national or local economic, business, real estate and other market conditions, including the ability of the general economy to recover timely from economic downturns;

· the competitive environment in which we operate;

· property ownership ~~and management~~ risks;

· ~~financial risks,~~the ~~such~~level asand ~~the~~volatility ~~inability~~of tointerest ~~obtain~~rates ~~debt~~and orchanges ~~equity~~in ~~financing~~the capitalization onrates ~~favorable terms~~with respect to the disposition of properties;

· possible future downgrades in our credit rating;

· the level and volatility of interest rates and changes in the capitalization rates with respect to the acquisition and disposition of properties;

· financial stability of tenants, including the ability of tenants to pay rent, the decision of tenants to close stores and the effect of bankruptcy laws;

· governmental approvals, actions and initiatives;

· environmental/safety requirements and costs;

· risks of ~~real estate acquisition and development, including the failure~~ of ~~pending~~default ~~developments~~in ~~and~~credit ~~redevelopments~~facilities toof beour ~~completed~~affiliates onwhich ~~time~~could ~~and~~cause ~~within~~cross-defaults ~~budget~~in ~~and~~our ~~the~~credit ~~failure of newly acquired or developed properties to perform as expected~~facilities;

· risks of ~~disposition~~real ~~strategies~~estate acquisition and development, including the failure of pending developments and redevelopments to ~~complete~~be ~~sales~~completed on atime ~~timely~~and within ~~basis~~budget and the failure toof ~~reinvest~~newly ~~sale~~developed ~~proceeds~~properties into aperform ~~manner~~as ~~that generates favorable returns~~expected;

· risks of disposition strategies, including the failure to complete sales on a timely

· risks of joint venture activities; and

· other risks identified in this Quarterly Report on Form 10-Q and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.

We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CENTRO NP LLC ~~(AS~~ ~~SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC.) CONSOLIDATED STATEMENTS OF INCOME~~ AND ~~COMPREHENSIVE INCOME For the Three Months Ended March 31, 2007 and 2006 (In thousands, except per share amounts)~~SUBSIDIARIES

	Three Months Ended March 31,
	2007			2006
	(Unaudited)
Revenues:
Rental income	$	87,330		$	86,762
Percentage rents	1,741			2,353
Expense reimbursements	24,994			21,376
Fee income	8,636			3,969
Total revenues	122,701			114,460
Operating Expenses:
Operating costs	20,584			18,064
Real estate taxes	16,335			13,895
Depreciation and amortization	24,545			22,383
Provision for doubtful accounts	2,412			2,193
General and administrative	15,775			7,011
Total operating expenses	79,651			63,546
Income before real estate sales, minority interest and other income and expenses	43,050			50,914
Other income and expenses:
Interest, dividend and other income	1,245			834
Equity in income of unconsolidated ventures	1,593			1,494
Interest expense	(25,245		)	(22,781		)
Minority interest in income of consolidated partnership and joint ventures	(291		)	(150		)
Income from continuing operations	20,352			30,311
Discontinued operations:
Income from discontinued operations (Note 5)	3,692			8,198
Net income	$	24,044		$	38,509
Preferred dividends	(5,504		)	(5,484		)
Net income available to common stock – basic	18,540			33,025
Minority interest in income of consolidated partnership	291			150
Net income available to common stock – diluted	$	18,831		$	33,175
Basic earnings per common share:
Income from continuing operations	$	0.14		$	0.24
Discontinued operations	0.04			0.08
Basic earnings per share	$	0.18		$	0.32
Diluted earnings per common share:
Income from continuing operations	$	0.14		$	0.23
Discontinued operations	0.03			0.08
Diluted earnings per share	$	0.17		$	0.31
Average shares outstanding – basic	103,352			104,257
Average shares outstanding – diluted	109,673			108,602
Dividends per common share	$	0.3125		$	0.3125
Other comprehensive income:
Net income	$	24,044		$	38,509
Unrealized gain on available-for-sale securities	347			534
Unrealized (loss) gain on deferred compensation	(46		)	18
Realized gain on interest risk hedges, net	359			359
Unrealized loss on interest risk hedges, net	(1		)	—
Comprehensive income	$	24,703		$	39,420

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)

	Three Months Ended March 31,
	2009			2008
Revenues:
Rental income	$	62,485		$	92,649
Percentage rents	1,294			1,147
Expense reimbursements	16,104			22,935
Fee income	4,346			7,309
Total revenues	84,229			124,040

Operating Expenses:
Operating costs	16,602			22,743
Real estate taxes	10,430			14,275
Depreciation and amortization	33,625			55,151
Provision for doubtful accounts	1,006			390
Impairment of real estate	8,179			—
General and administrative	3,814			8,268
Total operating expenses	73,656			100,827

Income from continuing operations before income of investments accounted for under the equity method, interest and other income and expenses	10,573			23,213

Other income and expenses:
Interest, dividend and other income	1,065			(631		)
Equity in (loss) income of unconsolidated ventures	(1,853		)	(1,723		)
Impairment of investments accounted for under the equity method	(2,622		)	—
Interest expense	(22,230		)	(25,373		)
Loss from continuing operations	(15,067		)	(4,514		)

Discontinued operations:
Loss from discontinued operations	(649		)	(672		)

Net loss	(15,716		)	(5,186		)
Net income (loss) attributable to non-controlling interests in partnerships	23			(24		)
Net loss attributable to redeemable non-controlling interests in partnerships	(368		)	(1,586		)
Net loss attributable to Centro NP LLC	$	(16,061	)	$	(6,796	)

Other comprehensive loss
Unrealized loss on available-for-sale securities	(179		)	(16		)
Comprehensive loss attributable to Centro NP LLC	$	(16,240	)	$	(6,812	)

The accompanying notes are an integral part of the consolidated financial statements.

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC.)

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	March 31, 2009			December 31, 2008
ASSETS
Real estate:
Land	$	787,861		$	946,995
Building and improvements	1,697,695			2,008,688
Accumulated depreciation and amortization	(101,380		)	(117,518		)
Net real estate	2,384,176			2,838,165
Real estate held for sale	—			5,044
Cash and cash equivalents	22,462			51,453
Restricted cash	22,352			25,855
Marketable securities	9,833			10,038
Receivables:
Trade, net of allowance for doubtful accounts of $16,465 and $17,178 at March 31, 2009 and December 31, 2008, respectively	22,647			23,166
Deferred rent, net of allowance of $21 and $259 at March 31, 2009 and December 31, 2008, respectively	10,289			12,838
Other, net	32,327			35,027
Prepaid expenses and deferred charges	11,789			13,526
Investments in/advances to unconsolidated ventures	820,371			673,062
Intangible assets, net of accumulated amortization of $149,594 and $168,272 at March 31, 2009 and December 31, 2008, respectively	375,658			461,210
Other assets	2,935			8,005
Total assets	$	3,714,839		$	4,157,389

LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, including unamortized premium of $7,813 and $8,434 at March 31, 2009 and December 31, 2008, respectively	$	401,987		$	408,863
Notes payable, net of unamortized premium of $25,763 and $26,704 at March 31, 2009 and December 31, 2008, respectively	855,980			856,921
Credit facilities	470,200			479,584
Capital leases	30,104			30,266
Other liabilities	277,211			338,548
Redemption rights	—			9,386
Tenant security deposits	5,939			7,467
Total liabilities	2,041,421			2,131,035
Redeemable non-controlling interests in partnerships	24,542			25,051
Commitments and contingencies	—			—

Members’ equity:
Members’ equity	2,777,508			3,113,809
Accumulated other comprehensive loss	(179		)	(123		)
Accumulated losses	(1,131,506		)	(1,115,422		)
Total Centro NP LLC equity	1,645,823			1,998,264
Non-controlling interest in partnerships	3,053			3,039
Total equity	1,648,876			2,001,303

Total liabilities and equity	$	3,714,839		$	4,157,389

The accompanying notes are an integral part of the consolidated financial statements.

CENTRO NP LLC ~~(AS~~ ~~SUCCESSOR~~AND ~~TO NEW PLAN EXCEL REALTY TRUST, INC.) CONSOLIDATED BALANCE SHEETS March 31, 2007 and December 31, 2006 (In thousands, except fractions, percentages and par value amounts)~~SUBSIDIARIES

	March 31, 2007			December 31, 2006
	(Unaudited)
ASSETS
Real estate:
Land	$	738,760		$	724,596
Building and improvements	2,904,965			2,841,158
Accumulated depreciation and amortization	(449,141		)	(430,207		)
Net real estate	3,194,584			3,135,547
Real estate held for sale	28,718			28,649
Cash and cash equivalents	1,901			7,916
Restricted cash	21,702			23,662
Marketable securities	6,128			5,847
Receivables:
Trade, net of allowance for doubtful accounts of $20,702 and $19,386 at March 31, 2007 and December 31, 2006, respectively	28,505			29,422
Deferred rent, net of allowance of $1,748 and $1,702 at March 31, 2007 and December 31, 2006, respectively	33,213			32,169
Other, net	31,141			22,582
Mortgages and notes receivable	634			4,412
Prepaid expenses and deferred charges	45,358			47,550
Investments in/advances to unconsolidated ventures	95,925			91,401
Intangible assets, net of accumulated amortization of $22,595 and $19,754 at March 31, 2007 and December 31, 2006, respectively	88,055			88,256
Other assets	18,685			17,486
Total assets	$	3,594,549		$	3,534,899
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgages payable, including unamortized premium of $10,749 and $11,563 at March 31, 2007 and December 31, 2006, respectively	$	438,386		$	448,910
Notes payable, net of unamortized discount of $5,665 and $5,911 at March 31,2007 and December 31, 2006, respectively	1,167,807			1,166,950
Credit agreements	269,000			191,000
Capital leases	27,411			27,500
Dividends payable	37,662			37,529
Other liabilities	139,435			150,585
Tenant security deposits	10,704			10,203
Total liabilities	2,090,405			2,032,677
Minority interest in consolidated partnership and joint ventures	68,804			57,485
Commitments and contingencies	—			—
Stockholders’ equity:
Preferred stock, $0.01 par value, 25,000 shares authorized; Series D: 1,500 depositary shares, each representing 1/10 of one share of Series D Cumulative Voting Step-Up Premium Rate Preferred, 150 shares issued and outstanding at March 31, 2007 and December 31, 2006; Series E: 8,000 depositary shares, each representing 1/10 of one share of 7.625% Series E Cumulative Redeemable Preferred, 800 shares issued and outstanding at March 31, 2007 and December 31, 2006	10			10
Common stock, $0.01 par value, 250,000 shares authorized; 103,638 and 103,420 shares issued and outstanding at March 31, 2007 and December 31, 2006, respectively	1,036			1,034
Additional paid-in capital	2,013,561			2,009,705
Accumulated other comprehensive loss	(10,190		)	(10,850		)
Accumulated distribution in excess of net income	(569,077		)	(555,162		)
Total stockholders’ equity	1,435,340			1,444,737
Total liabilities and stockholders’ equity	$	3,594,549		$	3,534,899

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC.)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, in thousands)

	Equity			Accumulated Other Comprehensive Income			Accumulated Losses			Non- controlling interests			Total Equity

Balance at December 31, 2007	$	3,734,387		$	(1,196	)	$	(564,632	)	$	2,996		$	3,171,555
(Distribution)/contribution by members, net	18,749			—			—			—			18,749
(Distribution)/contribution by non-controlling interests, net	—			—			—			(4		)	(4		)
Distributions of assets to Parent (1)	(369,553		)	—			—			—			(369,553		)
Net loss	—			—			(6,772		)	(24		)	(6,796		)
Realized/unrealized holding loss on marketable securities	—			1,180			—			—			1,180

Balance at March 31, 2008	$	3,383,583		$	(16	)	$	(571,404	)	$	2,968		$	2,815,131

Balance at December 31, 2008	$	3,113,809		$	(123	)	$	(1,115,422	)	$	3,039		$	2,001,303
(Distribution)/contribution by members, net	(76,514		)	—			—			—			(76,514		)
(Distribution)/contribution by non-controlling interests, net	—			—			—			(9		)	(9		)
Distributions of assets to Parent (1)	(259,787		)	—			—			—			(259,787		)
Net (loss) income	—			—			(16,084		)	23			(16,061		)
Realized/unrealized holding loss on marketable securities	—			(56		)	—			—			(56		)

Balance at March 31, 2009	$	2,777,508		$	(179	)	$	(1,131,506	)	$	3,053		$	1,648,876

(1) Transactions relating to investment in an unconsolidated joint venture, Centro NP Residual Holding LLC discussed in Note 8.

The accompanying notes are an integral part of the consolidated financial statements.

CENTRO NP LLC ~~(AS~~ ~~SUCCESSOR~~AND ~~TO NEW PLAN EXCEL REALTY TRUST, INC.) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2007 and 2006 (Unaudited, in thousands)~~SUBSIDIARIES

	March 31, 2007			March 31, 2006
Cash flows from operating activities:
Net income	$	24,044		$	38,509
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	24,551			23,275
Amortization of net premium/discount on mortgages and notes payable	(568		)	(523		)
Amortization of deferred debt and loan acquisition costs	1,865			615
Amortization of stock options	1,097			463
Interest on swaps	359			492
Amortization of asset retirement liabilities	15			272
Amortization of below market leases	(785		)	(408		)
Gain on sale of discontinued operations, net	(2,464		)	(5,720		)
Minority interest in income of partnership	291			150
Impairment of real estate assets	—			98
Equity in income of unconsolidated ventures	(1,593		)	(1,180		)
Distributions of income from unconsolidated ventures	2,033			2,101
Changes in operating assets and liabilities, net:
Change in restricted cash	1,960			(267		)
Change in trade receivables	917			1,265
Change in deferred rent receivables	(1,044		)	(915		)
Change in other receivables	(8,560		)	2,543
Change in other liabilities	(15,055		)	(14,770		)
Change in tenant security deposits	501			280
Change in sundry assets and liabilities	557			(8,123		)
Net cash provided by operating activities	28,121			38,157
Cash flows from investing activities:
Real estate acquisitions and building improvements	(45,669		)	(24,682		)
Acquisition, net of cash and restricted cash received	(27,014		)	(7,920		)
Proceeds from real estate sales, net	4,404			17,805
Repayments of mortgage notes receivable, net	3,778			34
Leasing commissions paid	(1,906		)	(2,743		)
Cash from joint venture consolidation (Note 2)	14			—
Proceeds from sale of joint venture interest	—			782
Capital contributions to unconsolidated joint ventures	(1,328		)	(3111		)
Distributions of capital from unconsolidated joint ventures	1,442			11,296
Net cash used in investing activities	(66,279		)	(8,539		)
Cash flows from financing activities:
Principal payments of mortgages and notes payable	(9,799		)	(7,396		)
Proceeds from credit facility borrowing	85,000			40,000
Repayment of credit facility	(7,000		)	(25,000		)
Distributions paid to minority partners	(993		)	(900		)
Dividends paid	(37,597		)	(37,875		)
Proceeds from exercise of stock options	693			802
Repayment of loans receivable for the purchase of common stock	—			114
Proceeds from dividend reinvestment plan	1,839			1,932
Net cash provided by (used in) financing activities	32,143			(28,323		)
Net increase (decrease) in cash and cash equivalents	(6,015		)	1,295
Cash and cash equivalents at beginning of period	7,916			9,202
Cash and cash equivalents at end of period	$	1,901		$	10,497
Supplemental Cash Flow Disclosure, including Non-Cash Activities:
Cash paid for interest	$	38,404		$	34,334
Capitalized interest	4,562			2,960
State and local taxes paid	151			105
Mortgages assumed, net	—			—
Partnership units issued in acquisition	12,020			—

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Three Months Ended March 31,
	2009			2008
Cash flows from operating activities:
Net loss	$	(15,716	)	$	(5,186	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization	33,625			56,773
Amortization of net premium/discount on mortgages and notes Payable	(1,597		)	(1,981		)
Amortization of deferred debt and loan acquisition costs	443			5,196
Amortization of asset retirement liabilities	19			31
Amortization of below market leases	(10,709		)	(14,888		)
Impairment of real estate	8,179			—
Impairment of investments accounted for under the equity Method	2,623			—
(Gain) loss on sale of marketable securities	(19		)	1,600
(Gain) loss on sale of discontinued operations, net	(133		)	1,122
Equity in (loss) income of unconsolidated ventures	2,267			2,756
Changes in operating assets and liabilities, net:
Change in restricted cash	3,503			2,251
Change in trade receivables	(4,386		)	(2,575		)
Change in deferred rent receivables	(223		)	(2,156		)
Change in other receivables	1,806			(8,328		)
Change in other liabilities	(8,017		)	(56,256		)
Change in tenant security deposits	(526		)	(520		)
Change in prepaid expenses, deferred charges and other assets	654			14,332
Net cash provided by (used in) operating activities	11,793			(7,829		)

Cash flows from investing activities:
Real estate acquisitions and building improvements	(13,684		)	(35,888		)
Proceeds from real estate sales, net	5,830			8,229
Proceeds from sale of marketable securities, net	3,001			1,932
Repayments of mortgage notes receivable, net	—			1,457
Capital contributions to unconsolidated joint ventures	—			(1,346		)
Purchase of marketable securities	(2,833		)	(196		)
Distributions of capital from unconsolidated joint ventures	3,544			1,339
Net cash used in investing activities	(4,142		)	(24,473		)

Cash flows from financing activities:
Cash paid to redeem partnership units	(9,386		)	—
Principal payments of mortgages and notes payable	(6,417		)	(3,142		)
Proceeds from credit facility	—			38,300
Repayment of credit facility	(9,384		)	(9,700		)
Financing fees	(1,344		)	(2,651		)
Distributions to parent	(14,291		)	(5,016		)
Distributions to non-controlling interests	(877		)	(1,292		)
Contributions from parent	5,057			—
Net cash (used in) provided by financing activities	(36,642		)	16,499

Net decrease in cash and cash equivalents	(28,991		)	(15,803		)

Cash and cash equivalents at beginning of period	51,453			34,706

Cash and cash equivalents at end of period	$	22,462		$	18,903

Supplemental Cash Flow Disclosure, including Non-Cash Activities:
Cash paid for interest	$	37,476		$	38,454
Capitalized interest	2,077			2,504
State and local taxes paid	25			810
Distribution of entity interest to parent (1)	259,787			369,553
Contribution of entity interest to Centro NP Residual Holding LLC (1)	249,600			355,060

(1) Recorded in connection with investment in an unconsolidated venture, Centro NP Residual Holding LLC discussed in Note 8.

The accompanying notes are an integral part of the consolidated financial statements.

CENTRO NP LLC ~~(AS~~ ~~SUCCESSOR~~AND ~~TO NEW PLAN EXCEL REALTY TRUST, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~SUBSIDIARIES

~~Note~~(AS SUCCESSOR ~~1: Description~~TO ofNEW ~~Business~~PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

~~Prior~~NOTES ~~to the~~TO ~~transactions~~CONSOLIDATED ~~described~~FINANCIAL in Note 14, “Subsequent Events,” New Plan Excel Realty Trust, Inc. (together with its wholly-owned and majority-owned subsidiaries and consolidated entities, the “Company”) was operated as a self-administered, self-managed real estate investment trust (“REIT”). The principal business of the Company is the ownership and management of community and neighborhood shopping centers throughout the United States.STATEMENTS

Note 21: ~~Summary~~Merger ofand ~~Significant Accounting Policies~~Liquidation

~~Principles~~On February 27, 2007, New Plan Excel Realty Trust, Inc. (“New Plan”), and Excel Realty Partners, L.P., a Delaware limited partnership in which New Plan, through a wholly owned subsidiary, was the general partner, entered into an Agreement and Plan of ~~Consolidation~~Merger (the “Merger Agreement”) with Centro NP LLC (formerly Super IntermediateCo LLC) (“Centro NP” or “The Company”), Super MergerSub Inc. (“MergerSub”), and Super DownREIT MergerSub LLC (“Super REIT MergerSub” and together with Centro NP and MergerSub, the “Buyer Parties”). Pursuant to the Merger Agreement, MergerSub commenced and completed a tender offer (the “Offer”) to purchase all outstanding shares of common stock, par value $0.01 per share (“Common Stock”), of New Plan. On April 20, 2007, New Plan and the Buyer Parties completed the other transactions contemplated by the Merger Agreement, pursuant to which, among other things, MergerSub merged with and into New Plan (the “Merger”), with New Plan surviving the Merger, and in connection therewith, Super DownREIT Acquisition L.P. (“DownREIT Acquisition”) merged with and into Excel Realty Partners, L.P. (the “DownREIT Partnership”), with the DownREIT Partnership continuing as the surviving limited partnership (the “DownREIT Merger,” and together with the Merger, the “Mergers”). As a result of the Merger, New Plan became a wholly owned subsidiary of Centro NP and any stockholder who held shares of Common Stock prior to the Merger ceased to be a stockholder effective as of the Merger.

AsOn ~~more fully described in Note~~April 1420, ~~“Subsequent Events~~2007,~~” on~~ ~~February~~immediately 27following the Merger, ~~2007~~New Plan, as the ~~Company~~surviving ~~and~~corporation of the ~~DownREIT~~Merger, ~~Partnership~~was ~~entered~~liquidated ~~into~~ (the “Liquidation”), ~~Merger~~and ~~Agreement~~in connection with the ~~Buyer~~Liquidation, ~~Parties. The~~(a) all ~~Buyer~~of ~~Parties~~New ~~are~~Plan’s ~~affiliates~~assets were oftransferred ~~Centro. Pursuant~~ to, ~~the~~and ~~Merger Agreement,~~all ~~MergerSub~~of ~~commenced~~its ~~and~~liabilities ~~completed~~were ~~the~~assumed ~~Offer~~by, toCentro ~~purchase~~NP, (b) all outstanding shares of ~~Common~~preferred ~~Stock~~stock of New Plan ~~Excel~~were ~~Realty~~automatically ~~Trust~~converted into, ~~Inc.~~and atcancelled ~~the~~in ~~Offer Price. The~~exchange ~~Offer,~~for asthe ~~supplemented~~right byto ~~a subsequent offering period~~receive, ~~expired~~cash atliquidating distributions ~~12:00~~in ~~midnight,~~accordance ~~New~~with ~~York~~their ~~City time~~terms, ~~on Wednesday,~~and ~~April~~(c) all ~~18,~~shares ~~2007. On~~of ~~April 19,~~Common ~~2007,~~Stock ~~MergerSub~~of ~~exercised~~New ~~its~~Plan ~~top-up~~were ~~option~~cancelled. As ~~under~~a result of the Merger ~~Agreement~~ and ~~purchased~~Liquidation, ~~from~~ New Plan, atfiled a ~~purchase~~Certification ~~price~~and ~~equal~~Notice ~~to the Offer Price, a number~~ of ~~additional~~Termination ~~shares~~ of Registration ~~common~~on ~~stock~~Form 15 ~~sufficient~~pursuant to ~~permit~~which ~~MergerSub~~it toterminated ~~effect~~its areporting ~~short-form~~obligations ~~merger~~under ofthe ~~MergerSub~~Securities ~~into~~Exchange ~~New~~Act ~~Plan~~of ~~under~~1934, ~~Maryland~~as ~~law~~amended ~~without~~ (the “Exchange ~~vote~~Act”) ofwith orrespect ~~any~~to ~~other~~its ~~action~~Common byStock ~~the~~and ~~remaining~~7.625% ~~New~~Series E ~~Plan~~Cumulative Redeemable ~~stockholders~~Preferred Stock.

AsImmediately ~~more~~following ~~fully~~the Merger ~~described~~and inthe ~~Note 14~~Liquidation, ~~“Subsequent~~the ~~Events,” and~~Company’s asemployees ~~described~~became inemployees ~~the~~of ~~Company’s~~Centro US ~~8-K,~~Management onJoint ~~April~~Venture 202, ~~2007,~~LP ~~the~~(formerly ~~Company,~~known as Centro Watt Management ~~NP,~~Joint ~~MergerSub~~Venture 2, L.P. and ~~DownREIT~~referred ~~Acquisition~~to ~~completed~~in ~~the~~these ~~Mergers. Immediately following~~notes as the ~~Merger,~~“Management onJoint Venture”). The ~~April~~distribution ~~20,~~occurred ~~2007,~~in ~~and~~order into ~~connection~~comply with ~~the~~certain tax ~~Liquidation,~~restrictions ~~all~~applicable ofto ~~New~~the ~~Plan~~Company’s ~~assets~~ ultimate equity owners and to permit ~~were~~such ~~transferred~~employees to, ~~and~~serve ~~all~~management offunctions ~~its~~at ~~liabilities~~other ~~were~~properties ~~assumed~~controlled by the Company’s affiliates. Following this distribution, Centro Super ~~NP. As~~Management Joint Venture 2, LLC, a ~~result~~wholly-owned, indirect subsidiary of the Management ~~Merger~~Joint ~~and Liquidation~~Venture (the “Company Management Joint Venture”), ~~New~~managed ~~Plan~~the Company’s ~~filed~~properties, aalthough ~~Certification~~during ~~and~~a ~~Notice~~transition ofperiod, ~~Termination~~certain of the ~~Registration~~Company’s onsubsidiaries ~~Form~~continued 15to ~~pursuant~~provide payroll, benefit and other transition services with respect to ~~which~~the itCompany’s ~~terminated~~former ~~its~~employees. Such transition ~~reporting~~services continued through April 30, 2008. Contracts ~~obligations~~memorializing the management services arrangements under which the ~~Exchange~~Company ~~Act,~~has been ~~with~~operating ~~respect~~were toentered ~~its~~into ~~Common~~on ~~Stock~~March 28, ~~and~~2008 ~~7.625%~~in connection with an ~~Series~~amendment Eto ~~Cumulative~~the ~~Redeemable~~Company’s ~~Preferred~~revolving ~~Stock~~credit facility.

~~All~~Although ~~references~~the toCompany’s employees ~~“we,”~~were ~~“us,”~~employed ~~“our~~by the Management Joint Venture shortly following the Merger and Liquidation,” ~~“ours~~for the period January 1,” ~~“New~~2008 ~~Plan”~~to orApril 30, 2008, the “Company” incontinued ~~these~~to ~~notes~~incur ~~refer~~all tocosts ~~New~~relating ~~Plan~~to ~~Excel~~the ~~Realty~~payroll ~~Trust, Inc.~~ and benefits ~~its~~of ~~wholly-owned~~the ~~and~~Company’s ~~majority~~employees ~~owned~~employed ~~subsidiaries~~by ~~and~~the ~~consolidated~~Management ~~entities~~Joint Venture as ~~prior~~well toas ~~the~~incurring ~~completion~~other oftransition services while the ~~Mergers,~~Management ~~unless~~Joint ~~the~~Venture finalized ~~context~~arrangements ~~indicates~~to ~~otherwise~~replicate such functions.

~~The~~As ~~accompanying~~the Company continued ~~consolidated~~to ~~financial~~provide ~~statements~~services ~~reflect~~on a transitionary basis through April 30, 2008, for accounting purposes, the ~~accounts~~Distribution, ofContribution and Assignment Agreement (the “Distribution Agreement”) entered into by the Company, Super LLC, Management Joint Venture, Centro US Employment Company, LLC and Centro New Plan Inc. ~~The~~ ~~portion~~(a member of ~~these~~Super ~~entities~~LLC) dated March 28, 2008, has not ~~owned~~been byreflected during the ~~Company~~period isto ~~presented~~April 30, as2008. ~~minority~~The ~~interest~~distribution has been reflected in the consolidated financial statements covered in this report as of May 1, 2008. As a result, certain assets and ~~during~~liabilities ~~the~~have ~~periods~~been distributed out as ~~presented~~of May 1, 2008. ~~All~~The ~~inter-entity~~significant assets ~~transactions~~and liabilities that were distributed out of the Company in relation to ~~have~~the ~~been~~Distribution ~~eliminated.~~Agreement

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine (i) if the entity is a variable interest entity (“VIE”), (ii) if the Company is the primary beneficiary, in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, Consolidation of Variable Interest Entities (“FIN 46”) and (iii) whether the Company has a controlling interest in the entity, in accordance with

~~the~~CENTRO ~~FASB’s~~NP ~~Emerging~~LLC ~~Issues~~AND Task Force (“EITF”) Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (“EITF 04-5”). The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary in accordance with FIN 46 and (ii) entities that are non-VIEs which the Company controls in accordance with EITF 04-5. Entities that the Company accounts for under the equity method (i.e., at cost, increased or decreased by the Company’s share of earnings or losses, less distributions) include (i) entities that are VIEs and of which the Company is not deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company does not control, but over which the Company has the ability to exercise significant influence. The Company will reconsider its determination of whether an entity is a VIE and who qualifies as the primary beneficiary if certain events occur that are likely to cause a change in the original determinations.SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(the “Service Business Transfer”) were goodwill, furniture and fittings, and employee benefits related accruals/reserves. The total net assets distributed as part of the Service Business Transfer were $221.9 million. Refer to further information included in Note 3 relating to the impairment of goodwill prior to Service Business Transfer.

In connection with the Mergers, Centro NP, New Plan Realty Trust, LLC (as successor to New Plan Realty Trust, but only with respect to the 1999 Indenture (as defined below)) and U.S. Bank Trust National Association, as trustee (the “Trustee”) entered into supplemental indentures (the “Supplemental Indentures”), each dated as of April 20, 2007, to (i) the Indenture dated as of March 29, 1995 (the “1995 Indenture”), by and between New Plan (as successor to New Plan Realty Trust) and the Trustee (as successor to State Street Bank and Trust Company, as successor to The First National Bank of Boston), (ii) the Indenture dated as of February 3, 1999 (the “1999 Indenture”), by and among New Plan, New Plan Realty Trust, as guarantor, and the Trustee (as successor to State Street Bank and Trust Company), and (iii) the Indenture dated as of January 30, 2004 (the “2004 Indenture”, and collectively with the 1995 Indenture and the 1999 Indenture, the “Indentures”), by and between New Plan and the Trustee. The Supplemental Indentures each provided for the assumption by Centro NP of all of the obligations of New Plan under each of the Indentures, effective upon consummation of the Merger.

Centro NP, as the successor obligor on New Plan’s unsecured senior notes, intends to continue to file with the SEC any annual reports, quarterly reports and other documents that it is required to file with the SEC pursuant to the Indentures governing the unsecured senior notes.

Note 2: Description of Business

Centro NP LLC (together with its wholly-owned and majority-owned subsidiaries and consolidated entities, the “Company”) was formed in February 2007 in connection with the Offer and the Mergers, and to succeed the operations of New Plan Excel Realty Trust, Inc. (together with its wholly-owned and majority-owned subsidiaries and consolidated entities, “New Plan” or the “Predecessor”). Prior to the consummation of the Offer and the Mergers, the Company engaged in no activities other than those incident to its formation and the execution of the Merger Agreement. The principal business of the Company is the ownership and development of community and neighborhood shopping centers throughout the United States. Prior to the consummation of the Mergers and the Liquidation (described in Note 1, “Merger and Liquidation”) the Predecessor was operated as a self-administered, self-managed real estate investment trust (“REIT”). As a result of the Merger and Liquidation, the Company is no longer operating as a REIT. On May 3, 2007, the Company’s name was changed from Super IntermediateCo LLC to Centro NP LLC.

Note 3: Summary of Significant Accounting Policies

Principles of Consolidation

All references to “we,” “us,” “our,” “ours,” “Centro NP” or the “Company” in these notes refer to Centro NP LLC and its wholly-owned and majority owned subsidiaries and consolidated entities, unless the context indicates otherwise. All references to the “Predecessor” or “New Plan” in these notes refer to New Plan Excel Realty Trust, Inc. and its wholly-owned and majority owned subsidiaries and consolidated entities, as it existed prior to April 5, 2007, unless the context indicates otherwise.

The accompanying consolidated financial statements of the Company include accounts of their wholly-owned subsidiaries and all partnerships in which they have a controlling interest. The portion of these entities not owned by the Company is presented as minority interest as of and during the periods presented. All inter-entity transactions have been eliminated.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine (i) if the entity is a variable interest entity (“VIE”), (ii) if the Company is the primary beneficiary, in accordance with FASB Interpretation No. 46R, Consolidation of Variable Interest Entities (“FIN 46”) and (iii) whether the Company has a controlling interest in the entity, in accordance with the FASB’s Emerging Issues Task

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Force (“EITF”) Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (“EITF 04-5”). The Company consolidates (i) entities that are VIEs that the Company is deemed to be the primary beneficiary of in accordance with FIN 46 and (ii) entities that are non-VIEs which the Company controls in accordance with EITF 04-5. Entities that the Company accounts for under the equity method (i.e., at cost, increased or decreased by the Company’s share of earnings or losses, less distributions) include (i) entities that are VIEs that the Company is not deemed to be the primary beneficiary of and (ii) entities that are non-VIEs which the Company does not control, but over which the Company has the ability to exercise significant influence. The Company will reconsider its determination of whether an entity is a VIE and who qualifies as the primary beneficiary if certain events occur that are likely to cause a change in the original determinations.

Basis of Presentation

The ~~consolidated~~ consolidated financial statements of the Company have been prepared ~~by the Company~~ pursuant to the rules of the SEC and, in the opinion of the Company, include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. The Company believes that the disclosures made are adequate to make the information presented not misleading. The consolidated statements of income and comprehensive income for the three months ended March 31, 2007 are not necessarily indicative of the results expected for the full fiscal year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s latest annual report on Form 10-K.

~~Earnings~~Going ~~per Share of Common Stock~~Concern

InThere ~~accordance~~is ~~with~~substantial ~~Statement~~doubt ofabout ~~Financial~~the ~~Accounting~~Company’s ~~Standards~~ability ~~(“SFAS”)~~to ~~No.~~continue ~~128,~~as ~~Earnings~~a ~~per~~going ~~Share~~concern ~~(“SFAS~~given ~~No. 128”),~~ the Company’s ~~presents both~~liquidity ~~basic and diluted earnings per share. Earnings per common share (“basic EPS”)~~ is ~~computed~~subject ~~by dividing net income available~~ to, ~~common~~among ~~stockholders~~other bythings, ~~the~~its ~~weighted~~ability ~~average~~to ~~number of~~negotiate ~~shares~~extensions of ~~common~~credit ~~stock~~facilities; ~~outstanding~~its ~~for~~reliance ~~the~~upon ~~period. Earnings~~funding ~~per~~provided ~~share~~by ofan entity ~~common~~that ~~stock~~it ~~assuming dilution~~does ~~(“diluted~~not ~~EPS”)~~control; iscurrent ~~computed~~prohibition byupon ~~giving~~its ~~effect~~ability to ~~all dilutive potential~~incur ~~shares~~further ofindebtedness ~~common~~and ~~stock that were outstanding during~~ the ~~period. Dilutive~~existence ~~potential~~of ~~shares~~restrictions ofupon ~~common~~operations ~~stock~~which ~~consist~~increase of the ~~incremental~~risk ~~shares~~ of ~~common~~default ~~stock~~and ~~issuable~~cross-default ~~upon~~of ~~(a)~~existing ~~the conversion~~debt. In ofaddition, ~~(i)~~uncertainty ~~limited~~also ~~partnership~~exists ~~units~~due of to the ~~DownREIT~~liquidity ~~Partnership,~~issues ~~(ii) convertible~~currently ~~senior~~experienced ~~notes,~~by ~~(iii)~~the ~~restricted~~Company’s ~~stock~~parent ~~grants~~ and ~~(iv) contingent~~the ~~compensation~~ultimate ~~awards~~parent ~~and~~investors, ~~(b)~~Centro ~~the~~Properties ~~exercise~~Limited ofand ~~in-the-money~~Centro ~~stock~~Property ~~options~~Trust.

The half yearly financial statements of the Company’s ultimate parents, Centro Properties Limited (“CPL”) and Centro Property Trust (“CPT”), which were filed with Australian regulatory bodies on February 26, 2009, identified material uncertainty (equivalent to substantial doubt) about those entities’ ability to continue as a going concern.

Management is working with both its lenders and the lenders of its affiliated entities, and also with management of the ultimate parent investors of the Company, to access a number of options that address the Company’s ongoing liquidity issues. Factors that may impact this include the current and future condition of the credit market and the US retail real estate market.

The extension of certain debt facilities to December 31, 2010 provides the Company with more time to consider a range of different plans to address its longer term liquidity issues and potential funding from distributions from the Residual Joint Venture and potential asset sales, among other things, should provide the Company with the ability to pay its debts as and when they become due and payable.

No adjustments were made to the consolidated financial statements in relation to this uncertainty.

Cash Equivalents

Cash equivalents consist of short-term, highly liquid debt instruments with maturities of three months or less at acquisition. ~~Items classified as cash equivalents include insured bank certificates of deposit and commercial paper.~~ At times, cash balances at a limited number of banks may exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions. As of March 31, 2009, the Company had not identified any specific counter-party credit risk in relation to its cash balances.

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Cash

Restricted cash consists primarily of cash held in escrow accounts for deferred maintenance, capital improvements, environmental expenditures, taxes, insurance, operating expenses and debt service as required by certain loan agreements. ~~Substantially all~~ All restricted cash is invested in money market ~~mutual funds and carried at market value~~accounts.

Accounts Receivable

Accounts receivable is stated net of allowance for doubtful accounts of $2016.75 million and $1917.42 million as of March 31, ~~2007~~ 2009 and December 31, ~~2006~~2008, respectively. The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for ~~doubtful~~ doubtful accounts. In addition, tenants in in bankruptcy are analyzed and estimates are made in connection with the ~~expected~~ expected recovery of pre-petition and post-petition claims.

Real Estate

Land, buildings and building and tenant improvements are recorded at cost and stated at cost less accumulated depreciation. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, and ordinary repairs and maintenance are expensed as incurred. Land, buildings and building and tenant improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction costs, development costs, construction costs, interest costs, real estate taxes, certain salaries and related costs and other costs incurred during the period of development are capitalized. The Company ceases capitalization when the property is available for occupancy upon substantial completion of tenant improvements, but in any event no later than one year from the completion of major construction activity.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings	40 years	~~35 to 40 years~~
Building Improvements	5 to 40 years	~~5 to 40 years~~
Tenant Improvements	The shorter of the term of the related lease or useful life	~~The shorter of the term of the related lease or useful life~~

Business Combinations

In connection with the Company’s acquisition of properties, purchase costs are allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The value of the tangible assets, consisting of land, buildings and building and tenant improvements, are determined as if vacant (i.e., at replacement cost). Intangible assets, including the above-market value of leases and the value of in-place leases, are recorded at their relative fair values. The below-market value of leases is recorded in ~~Other~~other liabilities.

Above-market~~, below-market~~ and inbelow-~~place~~market lease values for owned properties are recorded based on the present value (using an interest rate reflecting the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or below-market lease value is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease, plus any renewal periods with fixed rental terms that are considered to be below-market.

The total amount of other intangible assets allocated to in-place lease values is based on management’s evaluation of the specific characteristics of each lease and the Company’s overall relationship with each tenant. Factors considered in the allocation of these values include, but are not limited to, the nature of the existing relationship with the tenant, the tenant’s credit quality, the expectation of lease renewals, the estimated carrying costs of the property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management will also consider information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical expected lease-up periods, based on management’s assessment of specific market conditions. Management will estimate costs required to execute leases including commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. Independent appraisals and/or management’s estimates will be used to determine these values.

910

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

leases. Management will also consider information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical expected lease-up periods, based on management’s assessment of specific market conditions. Management will estimate costs required to execute leases including commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property.

The value of in-place leases is amortized to expense over the remaining initial term of each lease. The value of tenant relationship intangibles is amortized to expense over the initial terms of the leases; however, no amortization period for intangible assets will exceed the remaining depreciable life of the building.

In the event that a tenant terminates its lease, the unamortized portion of each intangible, including market rate adjustments, lease origination costs, in-place values and tenant relationship values, will be charged as an expense.

Long-Lived Assets

On a periodic basis, management assesses whether there are any indicators that the value of its ~~real~~long-lived ~~estate~~assets ~~properties~~ may be impaired. A ~~property~~held for use long-lived asset’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the asset ~~property~~ (taking into account the anticipated holding period of the asset) is less than the carrying value ~~of the property~~. Such estimate of cash flows considers factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the ~~property~~asset, and reflected as an adjustment to the basis of the ~~property~~asset.

~~When~~In ~~assets~~conducting ~~are~~an impairment analysis of the Company’s ~~identified~~long-lived byassets, management asapplied ~~held~~a ~~for~~probability ~~sale,~~weighting ~~the~~as ~~Company~~to ~~discontinues depreciating~~how long the assets ~~and~~would ~~estimates~~be ~~the~~held ~~sales~~prior ~~price~~to disposal, ~~net~~as ofcontemplated ~~selling~~in ~~costs~~SFAS No. 144, Accounting for the Impairment or Disposal of ~~such~~Long-Lived ~~assets~~Assets (“SFAS No. ~~If,~~ 144”). inThe ~~management’s~~probability weighting ~~opinion,~~takes ~~the~~into ~~net~~consideration ~~sales~~the ~~price~~likelihood of ~~the~~disposal ~~assets~~of ~~that~~each ~~have~~asset. During ~~been~~the ~~identified~~three ~~for~~months ~~sale~~ended March 31, is2009, ~~less~~due ~~than~~to ~~the~~deterioration ~~net~~of ~~book~~forecasted ~~value~~cash offlows ~~the~~from ~~assets,~~operational aissues (such ~~valuation~~as ~~allowance~~increased ~~is established. For~~vacancies ~~investments~~and ~~accounted for~~tenant ~~under~~bankruptcies), over the ~~equity~~estimated holding ~~method,~~period afive ~~loss~~properties iswere ~~recognized~~identified ifas ~~the~~being ~~loss~~impaired in ~~value~~accordance with ofSFAS No. 144. For the three ~~investment~~months isended ~~other~~March 31, ~~than~~2009, ~~temporary~~the total impairment charge on all properties was $8.2 million.

~~Employee~~When ~~Loans~~assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management’s opinion, the net sales price of the assets that have been identified for sale is less than the net book value of the assets, an impairment charge is recorded. As of March 31, 2009 the Company did not have any assets designated as held for sale. As of December 31, 2008, one property was classified as held for sale. This property was disposed of during the three month period ending March 31, 2009. Refer to Note 5 for further information. Refer to Note 6 for further information on assets designated as held for sale. For investments accounted for under the equity method, a loss is recognized if the loss in value of the investment is other than temporary. During the three months ended March 31, 2009, management identified an other than temporary loss in value in one of its investments accounted for under the equity method, namely NP/ I&G Institutional Retail Company, LLC. The other than temporary impairment charge for the three months ended March 31, 2009 was $2.6 million. Management has identified that the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments of each of the investments accounted for under the equity method. The decrease in fair value of the underlying real estate has been caused by a weakening in the performance of the properties due to increased vacancies which has significantly reduced forecast cash flows for these properties. See Note 8 for additional information.

Prior to 2001, the Company had made loans to officers and employees primarily for the purpose of purchasing the Company’s common stock. These loans are demand and term notes bearing interest at rates ranging from 5.0% to 6.0%. Interest on such loans is payable quarterly. Loans made for the purchase of common stock are reported as a deduction from stockholders’ equity. At March 31, 2007 and December 31, 2006, the Company had aggregate loans to employees of approximately $0.5 million.11

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Leasing and Loan Origination Costs

Costs incurred in obtaining tenant leases (including internal leasing costs) are amortized using the straight-line method over the terms of the related leases and included in depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease. Costs incurred in obtaining long-term financing are amortized and charged to interest expense ~~over~~using the ~~terms~~straight-line method, ofwhich approximates the ~~related~~effective ~~debt~~interest ~~agreements~~method, ~~which~~ ~~approximates~~over the ~~effective~~terms ~~interest~~of ~~method~~the related debt agreements.

Internal Leasing Costs

The Company capitalizes internal leasing costs in accordance with SFAS No. 91, Nonrefundable Fees & Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases. Please refer to the following table for additional information regarding the capitalization of internal leasing costs (dollars in thousands).

Balance at December 31, 2006	$	16,015
Balance at December 31, 2008	$	2,985
Costs capitalized	831
Costs capitalized (1)	—
Amortization / write-offs	(~~962~~875		)
Balance at March 31, 2007	$	15,884
Balance at March 31, 2009	$	2,110

(1) There were no capitalized leasing costs during the three months ended March 31, 2009 as all of the Company’s leasing services are provided by the Management Joint Venture, as discussed at Note 1.

Investments in /Advances to Unconsolidated Ventures

The Company has direct equity investments in several joint venture projects. The Company accounts for these investments in unconsolidated ventures using the equity method of accounting, as the Company exercises significant influence over, but does not control, and is not the primary beneficiary of, these entities. These investments are initially recorded at cost, as “Investments in/advances to unconsolidated ventures”, and subsequently adjusted for equity in earnings and cash contributions and distributions. Intercompany fees and gains on property transactions are eliminated to the extent of the Company’s ownership interest.

To the extent that the Company contributes assets to a joint venture project, the difference between the Company’s cost basis in the assets and the basis reflected at the joint venture level is amortized over the life of the related asset and included in the Company’s share of equity in income of unconsolidated ventures.

In accordance with APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock, the Company evaluates its investments in unconsolidated entities for impairment during each reporting period. A series of operating losses of an investee or other factors may indicate that a decrease in the value of its investment in the unconsolidated entity has occurred which is other-than-temporary. The amount of impairment recognized is the excess of the investment’s carrying amount over its estimated fair value. As a result of this impairment analysis, impairments have been identified and recorded on one of the Company’s investments in / advances to unconsolidated ventures. Further information relating to these impairments is provided at Note 8.

Intangible Assets

The Company’s intangible assets, other than those acquired in business combinations, include property management rights and an asset management fee stream. These assets were initially measured based on their fair values and are being amortized on a straight-line basis over a period of 2010 to 40 years. These assets are stated at cost, net of accumulated amortization.

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company undertook an impairment analysis of its intangible assets balance as of May 1, 2008 as part of its SFAS No. 142 impairment analysis over the Company’s goodwill prior to its distribution on May 1, 2008. Based on the analysis, it was determined that the Company’s property management rights and asset management fee stream were impaired. Accordingly, an impairment loss of approximately $19.2 million was recorded against the Company’s intangible asset balance for the period ended June 30, 2008. No impairment charges were recorded for the three months ended March 31, 2009 in accordance with a review of the existence of impairment indicators in accordance with SFAS No. 144.

Derivative/Financial Instruments

The Company accounts for derivative and hedging activities in accordance with SFAS No. 133, ~~Accounting~~ Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”) and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. These accounting standards require the Company to measure derivatives, including certain derivatives embedded in other contracts, at fair value and to recognize them in the Consolidated Balance Sheets as assets or liabilities, depending on the Company’s rights or obligations under the applicable derivative contract. ~~For~~The ~~derivatives~~Company ~~designated~~does asnot ~~fair~~qualify ~~value~~for hedge accounting under SFAS No. 133. ~~hedges~~Accordingly, for all derivative instruments the changes in ~~the~~ fair value of ~~both~~ the derivative instrument ~~and~~is ~~the hedged item are~~ recorded in earnings. ~~For~~ During ~~derivatives~~the ~~designated~~three asmonths ended ~~cash~~March 31, ~~flow hedges~~2009, the ~~effective~~Company ~~portions~~entered into five interest rate cap ofagreements ~~changes~~over inprincipal ~~fair~~of ~~value~~$470.0 million of ~~the~~debt ~~derivative~~which ~~are~~expires ~~reported~~on inDecember 31, 2010. The ~~other~~Company ~~comprehensive~~would receive a payout ~~income~~under ~~(“OCI”)~~the ~~and~~terms ~~are~~of ~~subsequently~~the ~~reclassified~~respective ~~into~~interest ~~earnings~~rate ~~when~~cap agreements if the ~~hedged~~one-month ~~item~~LIBOR ~~affects~~rate ~~earnings~~exceeds 2. ~~Changes~~60%. inDuring ~~fair~~the three months ended March 31, 2009, ~~value~~the ofone-month ~~derivative~~LIBOR ~~instruments~~rate did not ~~designated~~exceed asthe ~~hedging~~cap ~~instruments,~~rate and therefore no payments ~~ineffective~~were ~~portions~~received. Refer ofto ~~hedges~~further information provided at Note 11, ~~are~~which ~~recognized~~details inrequired ~~earnings~~disclosure information in ~~the~~accordance ~~current~~with SFAS No. 161, Disclosures about ~~period~~derivative instruments and hedging activities - an amendment to FASB Statement No. 133.

Asset Retirement Obligations

The Company accounts for its conditional asset retirement obligations in accordance with ~~FASB~~ FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (“FIN 47”)~~, which the Company adopted as of December 31, 2005~~. A conditional asset retirement obligation refers to a legal obligation (pursuant to existing law or contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditioned upon the occurrence of a future event that may or may not be within the control of the Company. The Company’s conditional asset retirement obligations arise primarily from legal requirements to decontaminate buildings at the time the buildings are sold or otherwise disposed of. In accordance with FIN 47, the Company has reasonably estimated the fair value of its conditional asset retirement obligations and has recognized a liability for conditional asset retirement obligations of approximately $1.05 million as of March 31, ~~2007. During the three months ended March 31, 2007~~ ~~the Company recorded approximately $14,779 of accretion associated with its asset retirement obligation liability~~2009.

Self-Insured Health Plan

Beginning in May 2003, the Company implemented a self-insured health plan for all of its employees. In order to limit its exposure, the Company has purchased stop-loss insurance, which will reimburse the Company for individual claims in excess of $0.1 million annually, or aggregate claims in excess of $1.0 million annually. Self-insurance losses are accrued based on the Company’s estimates of the aggregate liability for uninsured claims incurred using certain actuarial assumptions adhered to in the insurance industry. The liability for self-insured losses is included in accrued expenses and was approximately $0.6 million and $0.8 million at March 31, 2007 and December 31, 2006, respectively.

General Liability Insurance

The Company has ~~one~~ one wholly-owned captive insurance company, ERT CIC, LLC (“ERT CIC”), which ~~underwrites~~ underwrites the first layer of general liability insurance programs for the Company’s wholly-owned, majority-owned and joint venture properties ~~(excluding properties owned by CA New Plan Acquisition Fund, LLC, CA New Plan Direct Investment Fund, LLC and CA New Plan Venture Fund, LLC, which are covered under a separate policy)~~. The Company carries general liability insurance on its properties in amounts that it believes (i) adequately insures all of its properties and (ii) are in line with coverage ~~obtained~~ obtained by owners of similar properties. The Company has purchased stop loss insurance, which will reimburse the Company for individual claims in excess of $0.3 million annually, or aggregate claims in excess of $3.7 million annually. If the Company experiences a loss and ERT CIC is required to pay under its insurance policy, the Company would ultimately record a loss to the extent of such required payment. Because the ~~Company~~ Company owns ERT CIC, the Company is responsible for ERT CIC’s liquidity and capital resources, and the accounts of ERT CIC are part of the Company’s consolidated financial statements.

Revenue Recognition

Rental revenue is recognized on the straight-line basis, which averages minimum rents over the ~~terms~~ ~~of the leases. The cumulative difference between lease revenue recognized under this method and contractual lease payment~~ terms ~~is recorded as “deferred rent receivable” on the accompanying Consolidated Balance Sheets. Certain leases provide for percentage rents based upon the level~~ of ~~sales~~ ~~achieved by~~ the lessee. These percentage rents are recorded once the required sales levels are achieved. The leases also typically provide for tenant reimbursement of common area maintenance and other operating expenses. Rental revenue also includes lease termination fees. Lease termination fees were approximately $2.0 million and $5.4 million for the three months ended March 31, 2007 and 2006, respectively.

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

leases. The cumulative difference between lease revenue recognized under this method and contractual lease payment terms is recorded as “deferred rent receivable” on the accompanying Consolidated Balance Sheets. Certain leases provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded once the required sales levels are achieved. The leases also typically provide for tenant reimbursement of common area maintenance and other operating expenses. Rental revenue also includes lease termination fees. The Company recognized approximately $0.3 million of lease termination fees for the three months ended March 31, 2009.

Income from Discontinued Operations

Income from discontinued operations is computed in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”). SFAS No. 144 requires, among other things, that the primary assets and liabilities and the results of ~~operations~~ operations of the Company’s real property that has been sold, or otherwise qualifies as “held for sale” (as defined by SFAS No. 144), be classified as ~~discontinued~~ discontinued operations and segregated in the Company’s Consolidated Statements of Operations ~~Income~~ and Comprehensive Income (Loss) and Consolidated Balance Sheets. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are expected to close within the next twelve months.

Income Taxes

The Company ~~has elected~~is toorganized ~~be treated~~ as a ~~REIT~~limited ~~under Sections 856 through 860 of the Internal~~liability ~~Revenue~~company ~~Code of 1986, as amended. In order to maintain its qualification as a REIT, the Company is required to, among other things, distribute at least 90% of its REIT taxable income to its stockholders~~ and ~~meet certain tests regarding the nature of its income and assets. As a REIT, the Company~~ is not subject to federal income tax ~~with respect to the portion of its income that meets certain criteria and is distributed annually to the stockholders~~. Accordingly, no provision for federal income taxes is included in the accompanying consolidated financial statements. Through April 20, 2007, the Company operated in a manner that allowed it to continue to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. If the Company were to fail to meet these requirements, the Company would be subject to federal income tax. The Company is subject to certain state and local taxes. Provision for such taxes has been included in general and administrative expenses in the Company’s Consolidated Statements of Income and Comprehensive Income.

The Company may elect to treat one or more of its subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the provision to any person, under a franchise, license or otherwise, of rights to any brand name under which any lodging facility or health care facility is ~~operated). A~~ ~~TRS is~~ subject to ~~corporate federal income tax. The Company has elected to treat~~ certain ofstate ~~its~~and ~~corporate subsidiaries as TRSs. At March 31, 2007, the Company’s TRSs had a~~local ~~tax net operating loss (“NOL”) carryforward of approximately $27~~taxes.~~8 million, expiring from 2015 to 2020.~~ InProvision ~~addition, the~~for ~~Company’s~~such ~~TRSs~~taxes ~~had~~has ~~other net tax assets, most significantly relating to an~~been ~~asset~~included ~~impairment recognized~~ in ~~fiscal~~general ~~2003,~~and ~~for~~administrative ~~financial~~expenses ~~accounting~~in ~~purposes that will not be recognized for tax purposes until~~ the ~~property is sold. The~~ Company’s ~~TRSs have ascribed a full~~Consolidated ~~valuation~~Statements ~~allowance~~of toOperations ~~their~~and ~~net~~Comprehensive ~~deferred tax assets~~Income/(Loss).

In ~~June 2006~~addition, the ~~FASB~~ ~~issued~~corporations ~~Interpretation~~had ~~No.~~other ~~48,~~net ~~Accounting~~deferred tax ~~for~~assets, ~~Uncertainty in~~most ~~Income~~significantly ~~Taxes~~relating —to an ~~Interpretation~~asset ofimpairment ~~FASB Statement No. 109 (“FIN 48”). FIN 48 (i) clarifies the accounting for uncertainty in income taxes~~ recognized in ~~companies’ financial~~ ~~statements~~fiscal ~~in accordance with FASB Statement No. 109~~2003, ~~Accounting~~ for ~~Income Taxes, (ii) prescribes a recognition threshold and measurement attribute for the~~ financial ~~statement~~accounting ~~recognition~~purposes ~~and~~that ~~measurement of~~will anot ~~tax position taken or expected to~~ be ~~taken in a tax return and (iii) provides guidance on derecognition of~~ recognized ~~tax benefits, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective~~ for ~~fiscal~~tax ~~years~~purposes ~~beginning~~until ~~after~~the ~~December~~property ~~15,~~is ~~2006~~sold. The Company has ~~evaluated~~ascribed ~~the~~a ~~impact~~full ofvaluation ~~the~~allowance ~~adoption~~to ofthese ~~FIN 48 on its~~net ~~consolidated~~deferred ~~financial statements and has concluded that as of March 31, 2007 it does not have any uncertain~~ tax ~~positions~~assets.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 (i) clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes, (ii) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and (iii) provides guidance on derecognition of recognized tax benefits, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective for fiscal years beginning after December 15, 2006. The Company has no material uncertain tax positions as of March 31, 2009.

Segment Information

The principal business of the Company is the ownership and management of community and neighborhood shopping centers. The Company does not distinguish or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with GAAP. Further, all of the Company’s operations and assets are within the United States and no tenant comprises more than ~~4.1~~10% of revenue.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements ~~and the reported amounts of~~ ~~revenues~~ and expenses during the period. Actual results could differ from those estimates. The most significant assumptions and estimates relate to impairments of real estate, recovery of mortgage notes and trade accounts receivable and depreciable lives.

1314

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The most significant assumptions and estimates relate to impairments of real estate, impairment of goodwill and other intangible assets, recovery of notes and trade accounts receivable and depreciable lives.

Reclassifications

In accordance with the provisions of SFAS No. 144, certain prior period amounts have been reclassified to conform with the current period presentation.

~~Recently~~Application ~~Issued~~ of New Accounting Standards

InEffective ~~February 2007~~January 1, 2009, the ~~FASB~~Company ~~issued~~adopted ~~SFAS~~the provisions of SFAS No. ~~159~~ 161, ~~The~~“Disclosures ~~Fair~~about ~~Value~~Derivative ~~Option~~Instruments ~~for~~and Hedging Activities an ~~Financial~~amendment ~~Assets~~of ~~and~~FASB ~~Financial~~Statement ~~Liabilities~~No. 133”, (“SFAS No. ~~159~~ 161”)~~. SFAS No. 159 allows entities to report~~ ~~selected~~which ~~financial~~amends ~~assets~~ and ~~liabilities~~expands ~~at fair value. Prior to~~ the ~~issuance~~disclosure requirements of ~~this~~FAS 133 ~~new~~to ~~guidance,~~require ~~related~~qualitative ~~assts~~disclosure ~~and~~about ~~liabilities~~objectives ~~had been measured differently, resulting in artificial earnings volatility~~ and ~~the~~strategies ~~undue~~for ~~complexity~~using ~~of applying other~~derivatives, ~~accounting~~quantitative ~~guidance. SFAS~~disclosures ~~No.~~about ~~159~~fair ~~aims to~~value ~~alleviate~~amounts ~~those types~~ of ~~reporting~~and ~~issues~~gains inand ~~addition~~losses ~~to enhancing~~on ~~comparisons~~derivative ~~between~~instruments, ~~entities~~ and ~~expanding~~ disclosures ofabout ~~interest~~credit-risk-related ~~to financial~~contingent ~~statement~~features ~~users. SFAS~~in Noderivative agreements. ~~159~~As ~~also serves to advance convergence~~ of ~~FASB~~December 31, ~~guidance~~2008, ~~with that of~~ the ~~International~~Company ~~Accounting~~did ~~Standards~~not ~~Board,~~hold ~~which~~any ~~has~~derivative ~~previously~~financial ~~adopted~~instruments, ahowever ~~fair~~with ~~value~~new derivative ~~option. SFAS~~financial ~~No.~~instruments ~~159~~entered isinto ~~effective~~during ~~as of~~ the ~~beginning~~three ofmonth anperiod ~~entity’s~~ending ~~first fiscal year beginning after November 15~~March 31, ~~2007~~2009, ~~but~~the ~~early adoption is permitted. The~~ Company ishas ~~currently~~included ~~assessing~~additional ~~the~~disclosure ~~impact~~to ofconform ~~SFAS~~to ~~No. 159 on its financial~~the ~~position~~requirements ~~and results~~ of ~~operations however the adoption of~~ SFAS No. 161. ~~159~~Refer ~~is not expected~~ to ~~have~~Note ~~a material impact on the consolidated financial statements of the Company~~11.

InEffective ~~September~~January 1, ~~2006~~2009, the ~~FASB~~Company ~~issued~~adopted the ~~Statement~~provisions ~~No.~~of ~~157~~SFAS 160, ~~Fair~~“Non-controlling ~~Value~~Interest ~~Measurements~~in Consolidated Financial Statements”, (“SFAS No. ~~157~~ 160”)~~. SFAS~~ ~~No. 157 defines~~which ~~fair~~establishes ~~value,~~and ~~establishes~~expands aaccounting ~~framework~~and reporting standards for ~~measuring~~minority ~~fair~~interests ~~value~~(which inare recharacterized as ~~accordance~~non-controlling ~~with~~interests) ~~GAAP~~in a subsidiary and ~~expands~~the ~~disclosure~~deconsolidation ~~requirements~~of ~~regarding~~a subsidiary. ~~fair~~As ~~value~~a result of the Company’s adoption, amounts previously reported ~~measurements~~as minority interests in joint ventures on our balance sheets are now presented as non-controlling interests in other partnerships within equity. Also effective with the adoption of SFAS No. ~~157~~160, ispreviously recorded minority ~~effective~~interests ~~for~~have ~~financial~~been ~~statements~~recharacterized ~~issued~~in ~~for~~the ~~fiscal~~Company’s ~~years~~Consolidated ~~beginning~~Statements ~~after~~of ~~November 15,~~Operations ~~2007,~~and Comprehensive Income (Loss) as non-controlling interest and placed ~~interim~~above ~~periods~~net ~~within~~loss ~~those~~attributable ~~fiscal~~to ~~years~~the Company. ~~Earlier~~Refer ~~application~~to isdiscussion ~~encouraged,~~at ~~provided~~Note 12 in relation to that ~~the~~component ~~reporting~~of ~~entity~~non-controlling ~~has~~interests ~~not~~in ~~yet~~consolidated ~~issued~~partnership ~~financial~~that continued ~~statements~~to ~~for~~be ~~such fiscal~~classified ~~year,~~as ~~including~~part ~~financial~~of ~~statements~~the ~~for~~mezzanine anequity. There ~~interim~~has ~~period~~been ~~within~~no ~~such~~change in the measurement ~~fiscal~~of ~~year~~the non-controlling interests line item from amounts previously reported. ~~The~~Note ~~adoption~~12 also provides a reconciliation of ~~SFAS~~the ending Noredeemable non-controlling interests in consolidated partnerships. ~~157~~ There has been no change in the measurement isof ~~not~~this ~~expected~~line toitem ~~have~~from apreviously ~~material~~reported ~~impact~~amounts. The onrevised ~~the~~presentation ~~consolidated~~and ~~financial~~measurement ~~statements~~required ofby ~~the~~SFAS ~~Company~~160 has been adopted retrospectively.

~~Note~~Effective January 1, 2009, the Company adopted the provisions of FSP FAS 142-3~~: Acquisitions~~, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). FSP FAS 142-3 removes the requirement of SFAS No. 142, “Goodwill and Other ~~Dispositions~~Intangible Assets” (“SFAS No. 142”) for an entity to consider, when determining the useful life of an acquired intangible asset, whether the intangible asset can be renewed without substantial cost or material modifications to the existing terms and conditions associated with the intangible asset. FSP FAS 142-3 replaces the previous useful-life assessment criteria with a requirement that an entity considers its own experience in renewing similar arrangements. If the entity has no relevant experience, it would consider market participant assumptions regarding renewal. Adoption of this provision did not have a significant impact on our results of operations of financial position.

~~Acquisitions~~On April 1, 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, (“FSP FAS 141 (R)-1”). FSP FAS 141(R)-1 amends the provisions in FASB Statement No. 141R, Business Combinations, for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. FSP FAS 141(R)-1 eliminates the distinction between contractual and noncontractual contingencies, including the initial recognition and measurement criteria in Statement 141R and instead carries forward most of the provisions in FASB Statement No. 141 for acquired contingencies. The FSP is effective for contingent assets or contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This is the same effective date as Statement 141R.

During the three months ended March 31, 2007, the Company acquired one shopping center and one land parcel. Please refer to the following table for additional details (dollars in millions).

							Purchase Price Components
Property Name	Location	Property Type	Acquisition Date	Gross Leasable Area (1)	Purchase Price		DownREIT Partnership Units		Assumed Debt	Cash
Land at the Rising Sun Towne Centre	Rising Sun, MD	Land	01/05/07	2.8 Acres	$	2.0	—		—	$	2.0
Stewart Plaza	Garden City, NY	Shopping Center	01/24/07	193,622	$	32.7	$	6.3	—	$	26.4
	Total				$	34.7	$	6.3	—	$	28.4

(1) Amounts in square feet, unless otherwise noted.

During the year ended December 31, 2006, the Company acquired eight shopping centers (including two buildings immediately adjacent to properties owned by the Company and the remaining 90% interests in two shopping centers in which the Company owned the other 10% interests), six land parcels, and a leasehold interest in a new development project. Please refer to the following table for additional details (dollars in millions, except footnotes).

							Purchase Price Components
Property Name	Location	Property Type	Acquisition Date	Gross Leasable Area (1)	Purchase Price		DownREIT Partnership Units	Assumed Debt		Cash
Building at Tarpon Mall	Tarpon Springs, FL	Shopping Center	01/27/06	6,580	$	2.3	—	—		$	2.3
Building at Hazel Path	Hendersonville, TN	Shopping Center	02/21/06	94,977	$	4.8	—	—		$	4.8
Shoppes at Hickory Hollow	Antioch, TN	Shopping Center	09/21/06	144,469	$	15.5	—	$	10.8	$	4.7
The Quentin Collection	Kildeer, IL	Shopping Center	09/22/06	171,179	$	38.2	—	—		$	38.2
the Shoppes at Cinnaminson	Cinnaminson, NJ	Land	09/29/06	40 acres	$	10.7	—	—		$	10.7
Land at Brentwood Plaza	Cincinnati, OH	Land	10/19/06	1.2 acres	$	0.7	—	—		$	0.7
Ventura Downs (2) (3)	Kissimmee, FL	Shopping Center	11/01/06	98,191	$	42.7	—	—		$	27.1
Odessa-Winwood Town Center (2) (4)	Odessa, TX	Shopping Center	11/01/06	343,603	—		—	$	15.6	—
A&P Fresh Market	Clark, NJ	Leasehold Interest	11/10/06	—	—		—	—		—
Land at Culpepper Plaza	College Station, TX	Land	11/16/06	0.6 acres	$	0.2	—	—		$	0.2

Fox Run Mall	Glastonbury, CT	Shopping Center	12/01/06	97,086	$	17.5	$	4.8	—		$	12.7
Land at Rising Sun Towne Center	Rising Sun, MD	Land	12/05/06	5.3 acres	$	0.7	—		—		$	0.7
Land at Victory Square	Savannah, GA	Land	12/12/06	9.8 acres	$	0.6	—		—		$	0.6
Memphis Commons	Memphis, TN	Shopping Center	12/21/06	336,638	$	42.0	—		$	17.2	$	24.8
Land at Wabash Crossing (5)	Wabash, IN	Land	12/22/06	26.5 acres	$	2.6	—		—		$	2.6
	Total				$	178.5	$	4.8	$	43.6	$	130.1

(1) Amounts in square feet, unless otherwise noted. Gross leasable area is unaudited.

(2) Property acquired as a component of a multi-property transaction. Purchase price and cash listed for Ventura Downs represent the combined amounts for the acquisition of Ventura Downs and Odessa-Winwood Town Center.

(3) Property acquired from CA New Plan Venture Fund, LLC, a joint venture in which the Company has a 10% interest.

(4) Property acquired from CA New Plan Venture Direct Investment Fund, LLC, a joint venture in which the Company has a 10% interest.

(5) Approximately 23.1 acres of the land was simultaneously sold to Wal-Mart Stores for approximately $2.3 million.

Additionally, on June 20, 2006, NewSem Tyrone Gardens LLC, a joint venture with The Sembler Company in which the Company holds a 90% interest, acquired Tyrone Gardens, a 209,337 square foot shopping center located in St. Petersburg, Florida, for approximately $19.0 million, including approximately $9.0 million of assumed mortgage indebtedness. In accordance with the provisions of EITF 04-5, this property is included as a consolidated entity in the Company’s Consolidated Financial Statements.

Dispositions

During the three months ended March 31, 2007, the Company sold two land parcels for aggregate gross proceeds of approximately $4.5 million. In connection with the sale of these properties, and in accordance with SFAS No. 144 (Note 2), the Company recorded the results of operations and the related gain on sale as income from discontinued operations (Note 5).

During 2006, the Company sold 29 properties and six land parcels for aggregate gross proceeds of approximately $124.0 million. In connection with the sale of these properties, and in accordance with SFAS No. 144 (Note 2), the Company recorded the results of operations and the related gain on sale as income from discontinued operations (Note 5).

Note 4: Real Estate Held for Sale and Impaired Real Estate

As of March 31, 2006, three retail properties, three land parcels and one miscellaneous property were classified as “Real estate held for sale.” These properties are located in six states and have an aggregate gross leasable area of approximately 0.4 million square feet. Such properties had an aggregate book value of approximately $28.7 million, net of accumulated depreciation of approximately $0.8 million, as of March 31, 2007. In accordance with SFAS No. 144 (Note 2), the Company has recorded the results of operations and the related impairment of any operating properties, excluding land parcels, classified as held for sale as income from discontinued operations (Note 5).

As of December 31, 2006, three retail properties and three land parcels were classified as “Real estate held for sale.” These properties are located in four states and have an aggregate gross leasable area of approximately 0.2 million square feet. Such properties had an aggregate book value of approximately $28.6 million, net of accumulated depreciation of approximately $0.7 million as of December 31, 2006. In accordance with SFAS No. 144 (Note 2), the Company has recorded the results of operations and the related impairment of any operating properties, excluding land parcels, classified as held for sale as income from discontinued operations (Note 5).

~~Note~~CENTRO ~~5: Income~~NP ~~from~~LLC ~~Discontinued~~AND ~~Operations~~SUBSIDIARIES

~~The~~(AS SUCCESSOR ~~following~~TO isNEW aPLAN ~~summary~~EXCEL ofREALTY ~~income from discontinued operations for the three months ended March 31~~TRUST, ~~2007~~INC. ~~and 2006~~ (~~dollars~~THE ~~in thousands~~“PREDECESSOR”):)

	Three Months Ended
	March 31,
	2007			2006
Total revenue
Real estate held for sale	$	962		$	865
Other discontinued operations	(106		)	3,979
Total revenue	856			4,844
Operating costs
Real estate held for sale	(147		)	(147		)
Other discontinued operations	(42		)	(842		)
Real estate taxes
Real estate held for sale	(141		)	(63		)
Other discontinued operations	(23		)	(523		)
Interest expense
Real estate held for sale	—			—
Other discontinued operations	—			—
Depreciation and amortization
Real estate held for sale	(6		)	(38		)
Other discontinued operations	—			(854		)
Provision for doubtful accounts
Real estate held for sale	1			—
Other discontinued operations	730			199
General and Administrative
Real estate held for sale	—			—
Other discontinued operations	—			—
Total operating costs	372			(2,268		)
Income from discontinued operations before impairment and gain on sale	1,228			2,576
Gain on sale of other discontinued operations	2,464			5,720
Impairment of real estate held for sale and other discontinued operations	—			(98		)
Income from discontinued operations	$	3,692		$	8,198

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently Issued Accounting Standards

On April 9, 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”) which amends existing guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased or when transactions related to such assets and liabilities are not orderly. In the event of a significant decrease in the volume or level of activity or transactions that are not orderly, further analysis of the transactions or quoted market prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value in accordance with SFAS No. 157. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009 to be applied prospectively. The Company is evaluating the impact upon adoption of this pronouncement, if any.

On April 9, 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments (“FSP FAS 115-2 and FAS 124-2”) which will amend FASB Statements No. 115, Accounting for Certain Investments in Debt and Equity Securities, and No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations to modify existing guidance on determining whether an impairment is other-than-temporary for investments in debt securities. Additionally, the FSP amends the other than temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other than temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing guidance related to other than temporary impairments of equity securities. The FSP is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The Company is evaluating the impact upon adoption of this pronouncement, if any.

On April 9, 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments which amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require additional disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies and also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. This is effective for interim reporting periods ending after June 15, 2009. The Company is evaluating the impact upon adoption of this pronouncement, if any.

It has been determined that any recently issued accounting standards or pronouncements not mentioned in the note have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the consolidated financial statements of the Company.

Note 5: Dispositions

During the three months ended March 31, 2009, the Company sold one shopping center for aggregate gross proceeds of approximately $6.4 million. In connection with the sale of this property, and in accordance with SFAS No. 144 (Note 3), the Company recorded the results of operations and the related gain (loss) on sale as income (loss) from discontinued operations (Note 7).

During the year ended December 31, 2008, the Company sold 28 shopping centers and three land parcels for aggregate gross proceeds of approximately $106.3 million. In connection with the sale of these properties, and in accordance with SFAS No. 144 (Note 3), the Company recorded the results of operations and the related gain (loss) on sale as income (loss) from discontinued operations (Note 7).

Note 6: Real Estate Held for Sale

As of March 31, 2009, no real estate was classified as “Real estate held for sale.”

As of December 31, 2008, one shopping center was classified as “Real estate held for sale.” Such shopping center had an aggregate net realizable value of approximately $5.0 million as of December 31, 2008. This shopping

~~Note~~CENTRO ~~6: Investments~~NP ~~in/Advances~~LLC ~~to Unconsolidated~~AND ~~Ventures~~SUBSIDIARIES

~~The~~(AS ~~following table~~SUCCESSOR ~~summarizes~~TO ~~the~~NEW ~~Company’s~~PLAN ~~investments in unconsolidated joint ventures as~~EXCEL ofREALTY ~~March 31~~TRUST, ~~2007~~INC. ~~and December 31, 2006~~ (~~dollars~~THE ~~in thousands~~“PREDECESSOR”)~~. The Company accounts for these investments using the equity method.~~)

				Company
					Investments in/Advances to
					Unconsolidated Ventures
				Percent	March 31,		December 31,
	City	State	JV Partner	Ownership	2007		2006
Arapahoe Crossings, L.P. (1)	Aurora	CO	Foreign Investor	30%	$	6,655	$	6,477
BPR Land Partnership, L.P. (2)	Frisco	TX	George Allen/Milton Schaffer	50%	$	611	$	1,039
BPR Shopping Center, L.P. (1)	Frisco	TX	Foreign Investor/George Allen/Milton Schaffer	25%	$	2,904	$	2,808
BPR South, L.P. (2)	Frisco	TX	George Allen/Milton Schaffer	50%	$	868	$	871
CA New Plan Acquisition Fund, LLC (3)	Various	Various	Major U.S. Pension Fund	10%	$	2,331	$	2,408
CA New Plan Venture Direct Investment Fund, LLC	Various	Various	Major U.S. Pension Fund	10%	$	768	$	744
CA New Plan Venture Fund, LLC (4)	Various	Various	Major U.S. Pension Fund	10%	$	3,265	$	3,258
Galileo America LLC	Various	Various	Galileo Shopping America Trust	5%	$	33,703	$	34,843
NP/I&G Institutional Retail Company, LLC (5)	Various	Various	JPMorgan Investment Management, Inc.	20%	$	28,626	$	29,174
NP/I&G Institutional Retail Company II, LLC (6) (7)	—	—	JPMorgan Investment Management, Inc.	20%	$	8,189	$	1,808
NPK Redevelopment I, LLC (8)	Various	Various	Kmart Corporation (Sears Holding Corp.)	20%	$	4,057	$	3,557
NP/SSP Baybrook, LLC (6)	Webster	TX	JPMorgan Investment Management, Inc.	20%	$	2,473	$	2,892
Westgate Mall, LLC (9)	Fairview Park	OH	Transwestern Investment Company/ The Richard E. Jacobs Group	10%	$	1,475	$	1,522
		Investments in/Advances to Unconsolidated Ventures			$	95,925	$	91,401

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

center was disposed of during the three month period ending March 31, 2009. Refer to Note 7 for the recorded gain on this disposal.

Note 7: Loss from Discontinued Operations

The following is a summary of loss from discontinued operations for the periods presented below (dollars in thousands):

	Three Months Ended March 31,
	2009			2008
Total revenue	$	(163	)	$	4,514

Operating costs	(26		)	(1,176		)
Real estate taxes	(16		)	(645		)
Depreciation and amortization	—			(1,760		)
Provision for doubtful accounts	(582		)	(138		)
Total operating costs	(624		)	(3,719		)

(Loss) income from discontinued operations before other income and expenses and gain (loss) on sale of real estate	(787		)	795
Other income (expenses)	5			(345		)
(Loss) income from discontinued operations before gain (loss) on sale of real estate	(782		)	450

Gain (loss) on sale of real estate	133			(1,122		)
Loss from discontinued operations	$	(649	)	$	(672	)

Note 8: Investments in/Advances to Unconsolidated Ventures

The following table summarizes the Company’s investments in unconsolidated joint ventures as of March 31, 2009 and December 31, 2008, respectively (dollars in thousands). The Company accounts for these investments using the equity method.

						Investments in/Advances to
						Unconsolidated Ventures
				Percent		March 31,		December 31,
	City	State	JV Partner	Ownership		2009		2008
Arapahoe Crossings, L.P. (1)	Aurora	CO	Foreign Investor	30	%	$	8,365	$	8,322

BPR Land Partnership, L.P. (2)	Frisco	TX	George Allen/Milton Schaffer	50	%	4,027		4,146

BPR South, L.P. (2)	Frisco	TX	George Allen/Milton Schaffer	50	%	1,419		1,401

Centro NP Residual Holding LLC	Various	Various	Super LLC	49	%	724,691		570,494

Centro GA America LLC	Various	Various	Centro Shopping America Trust	5	%	29,074		29,679

NP/I&G Institutional Retail Company, LLC (3)	Various	Various	JPMorgan Investment Management, Inc.	20	%	27,403		32,974

NP/I&G Institutional Retail Company II, LLC (4)	Various	Various	JPMorgan Investment Management, Inc.	20	%	10,907		11,006

NPK Redevelopment I, LLC (5)	Various	Various	Kmart Corporation (Sears Holding Corp.)	20	%	11,519		11,516

NP/SSP Baybrook, LLC (5)	Webster	TX	JPMorgan Investment Management, Inc.	20	%	1,897		2,454

Westgate Mall, LLC (6)	Fairview Park	OH	Transwestern Investment Company/ The Richard E. Jacobs Group	10	%	1,069		1,070

	Investments in/Advances to Unconsolidated Ventures					$	820,371	$	673,062

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) The Company receives increased participation after a 10% return.

(2) The Company receives a 10% return on its investment.

(3) The Company receives ~~increasing~~increased participation after a 10 12% IRR.

(4) The Company receives ~~increasing~~increased participation after a 12 10% IRR.

(5) The Company receives ~~increased~~increasing participation after a 12 10% ~~IRR~~return.

(6) The Company receives ~~increased~~increasing participation after a 10 13% IRR.

~~(7) The~~Combined ~~joint~~summary financial ~~venture~~information ~~did~~for ~~not~~the ~~own~~Company’s ~~any~~investments ~~properties~~in/advances to unconsolidated ventures was as ~~of December~~follows ~~31,~~(dollars ~~2006.~~in thousands):

(8) The Company has committed to contribute a total of $6.0 million to this joint venture. Percent ownership represents the Company’s ownership interest in the joint venture subsequent to such contribution. The Company receives increasing participation after a 10% return.

Condensed Combined Balance Sheets	March 31, 2009			December 31, 2008
Assets:
Real estate assets	$	5,416,303		$	5,123,998
Accumulated depreciation	(393,751		)	(361,524		)
Net real estate	5,022,552			4,762,474
Trade receivables, net of allowance for doubtful accounts	58,835			51,859
Other assets, net of accumulated amortization	611,579			569,034
Total Assets	$	5,692,966		$	5,383,367

Liabilities:
Mortgages payable, net of unamortized premium	$	2,027,214		$	2,194,479
Term Loan	992,362			829,000
Amounts payable to the Company	2,850			3,625
Other liabilities	313,756			275,727
Total liabilities	3,336,182			3,302,831
Total partners’ capital	2,356,784			2,080,536
Total liabilities and partners’ capital	$	5,692,966		$	5,383,367

Investments in/advances to unconsolidated ventures	$	820,371		$	673,062

(9) The Company receives increasing participation after a 13% IRR.

	Three Months Ended March 31,
	2009			2008
Condensed Combined Statements of Operations
Rental revenues	$	150,954		$	96,537
Operating expenses	(49,158		)	(29,543		)
Interest expense	(39,996		)	(35,676		)
Depreciation and amortization	(58,785		)	(32,488		)
Other (expense) income, net	(2,749		)	22,465
Gain on sale of real estate	—			168
Impairment of real estate assets	(11,723		)	—
(Loss)/gain from discontinued operations	(3,899		)	1,439
Net (loss) income	$	(15,356	)	$	22,902

Company’s share of net (loss)	$	(1,853	)	$	(1,723	)

Combined summary unaudited financial information for the Company’s investments in/advances to unconsolidated ventures was as follows (dollars in thousands):

Condensed Combined Balance Sheets	March 31, 2007			December 31, 2006
Assets:
Real estate assets	$	3,131,339		$	3,030,086
Accumulated depreciation	(176,596		)	(156,235		)
Net real estate	2,954,743			2,873,851
Trade receivables, net of allowance for doubtful account	29,655			27,536
Other assets, net of accumulated amortization	202,494			206,717
Total Assets	$	3,186,892		$	3,108,104
Liabilities:
Mortgages payable, net of unamortized premium	$	2,021,290		$	1,930,025
Credit facilities	—			—
Amounts payable to New Plan	9,559			6,314
Other liabilities	123,469			129,672
Total liabilities	2,154,318			2,066,011
Total partners’ capital	1,032,574			1,042,093
Total liabilities and partners’ capital	$	3,186,892		$	3,108,104
Company’s investments in/advances to unconsolidated ventures	$	95,925		$	91,401

	Three Months Ended
Condensed Combined Statements of Income	March 31,
	2007			2006
Rental revenues	$	94,354		$	78,850
Operating expenses	(27,449		)	(21,710		)
Interest expense	(27,629		)	(23,175		)
Depreciation and amortization	(27,096		)	(25,861		)
Other income, net	375			(67		)
Gain on sale of real estate	927			771
Gain from discontinued operations	—			152
Net income	$	13,482		$	8,960
Company’s share of net income (1)	$	1,593		$	1,494

(1) For the three months ended March 31, 2007 and 2006, amount includes approximately $0.3 million of fee income adjustments, representing the Company’s ownership interest in fee income earned.

The following is a brief summary of the unconsolidated joint venture obligations of the Company as of March 31, 2007.

· Arapahoe Crossings, L.P. The Company, together with a U.S. partnership comprised substantially of foreign investors, has an interest in a joint venture which owns Arapahoe Crossings, a community shopping center located in Aurora, Colorado. Under the terms of this joint venture, the Company has a 30% interest and is responsible for contributing its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had loans outstanding of approximately $47.6 million as of March 31, 2007.

~~· BPR~~CENTRO ~~Land~~NP ~~Partnership,~~LLC ~~L.P.~~AND The Company has a 50% interest in a joint venture that owns approximately 24.3 acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, the Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of March 31, 2007.SUBSIDIARIES

~~· BPR~~(AS ~~Shopping~~SUCCESSOR ~~Center, L.P. The~~TO ~~Company~~NEW ~~has~~PLAN ~~a 25%~~EXCEL ~~interest~~REALTY ~~in a joint venture that owns The Centre at Preston Ridge~~TRUST, ~~a community shopping center located in Frisco, Texas~~INC. ~~Under~~ ~~the~~(THE terms of this joint venture, the Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had loans outstanding of approximately $67.6 million as of March 31, 2007.“PREDECESSOR”))

~~· BPR~~NOTES ~~South,~~TO ~~L.P. The~~CONSOLIDATED ~~Company has a 50% interest in~~FINANCIAL a joint venture that owns approximately 8.4 acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, the Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of March 31, 2007.STATEMENTS

~~· CA New Plan Acquisition Fund, LLC.~~ The ~~Company~~following ~~has~~is a ~~10%~~brief ~~interest~~summary ~~in a joint venture that was created in conjunction with the restructuring~~ of ~~CA New Plan Venture Fund, LLC (see below). Under~~ the ~~terms~~unconsolidated ~~of this~~ joint venture, ~~the Company~~obligations ~~has committed to contribute its pro rata share~~ of ~~capital required by~~ the ~~joint venture for asset acquisitions, up to a maximum amount of $4.2 million, of which approximately $2.4 million had been contributed by the~~ Company as ~~of March 31, 2007. The~~ ~~Company anticipates contributing the remaining approximate $1.8 million by the end~~ of 2007. Additionally, the Company has agreed to contribute its pro rata share of any additional capital that might be required by the joint venture; however, the Company does not expect that any significant additional capital contributions will be required. As of March 31, 2007, the joint venture owned seven stabilized retail properties and one retail property under redevelopment. The joint venture had loans outstanding of approximately $67.9 million as of March 31, 2007.2009:

· ~~CA New Plan Venture Direct~~Arapahoe ~~Investment Fund~~Crossings, ~~LLC~~L.P. The Company, ~~has~~together with a ~~10%~~U.S. ~~interest~~partnership incomprised asubstantially ~~joint~~of ~~venture~~foreign ~~that~~investors, ~~was~~has ~~created~~an interest in ~~conjunction with~~a ~~the~~joint ~~restructuring~~venture ofwhich CAowns ~~New~~Arapahoe ~~Plan~~Crossings, ~~Venture~~a ~~Fund,~~community ~~LLC~~shopping center ~~(see~~located ~~below)~~in Aurora, Colorado. Under the terms of this joint venture, the Company has ~~committed to contribute its pro rata share of capital required by the joint venture for certain redevelopment activities, up to~~ a ~~maximum~~30% ~~amount~~interest ~~of $0.4 million,~~ and ~~has~~is ~~agreed~~responsible tofor ~~contribute~~contributing its pro rata share of any ~~additional~~ capital that might be required by the joint venture~~. As~~; ~~of March 31~~however, ~~2007,~~ the Company ~~had not made any such required capital contributions, and~~ does not expect that any significant ~~additional~~ capital contributions will be required. ~~As of March 31, 2007, the joint venture owned five stabilized retail properties and one retail property under redevelopment.~~ The joint venture had loans outstanding of approximately $4546.0 million as of March 31, ~~2007~~ 2009.

~~· CA~~An ~~New~~impairment charge ~~Plan~~of ~~Venture Fund, LLC~~$6. ~~During~~0 ~~2005,~~million ~~this joint venture~~ was ~~restructured~~recorded toon ~~create~~the ~~two~~Company’s ~~additional~~investment ~~joint~~in ~~ventures,~~this ~~CA New Plan~~joint ~~Acquisition~~venture ~~Fund,~~during ~~LLC,~~the ~~and~~year CAended ~~New Plan Venture Direct Investment Fund~~December 31, ~~LLC~~ 2008. AsNo afurther ~~result~~impairment of the ~~restructuring,~~Company’s investment ~~six~~in ~~stabilized~~this ~~assets~~joint ~~were~~venture ~~transferred~~was ~~from~~recorded CAfor ~~New~~the ~~Plan~~three ~~Venture~~month ~~Fund,~~period ~~LLC~~ended ~~to CA~~March 31, ~~New~~2009. In ~~Plan~~accordance ~~Venture~~with ~~Direct~~APB ~~Investment~~Opinion ~~Fund~~No. 18, The ~~LLC,~~equity ~~and~~method ~~two~~of ~~assets~~accounting ~~were~~for ~~sold. As~~investments ofin common ~~March 31~~stock, ~~2007,~~ the ~~joint~~cause ~~venture~~for ~~owned four~~the ~~stabilized~~other ~~retail~~than ~~properties~~temporary ~~and~~loss ~~one~~is ~~retail~~the further ~~property~~decrease ~~under redevelopment. Under~~in the ~~terms~~fair value of the ~~restructured~~ ~~joint~~underlying ~~venture,~~real ~~the~~estate investments. The ~~Company~~decrease ~~continues~~in tofair ~~have~~value of athe ~~10%~~underlying ~~interest~~real inestate ~~the venture,~~caused ~~and~~by ~~has~~an ~~committed~~increase toin ~~contribute~~market ~~its~~capitalization rates ~~pro~~during ~~rata~~the ~~share~~year ofended ~~capital~~December 31, ~~required by~~2008 was the ~~joint~~driver ~~venture~~ for ~~certain~~the impairment ~~redevelopment~~in ~~activities,~~the up2008 tofinancial ~~a maximum amount of~~year.

· BPR Land Partnership, L.P. The Company has a 50% interest in a joint venture that owns approximately 10.3 acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, the Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of March 31, 2009.

· BPR South, L.P. The Company has a 50% interest in a joint venture that owns approximately 6.6 acres of undeveloped land in Frisco, Texas. Under the terms of this joint venture, the Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of March 31, 2009.

· Centro NP Residual Holding LLC. In August 2007, the Company formed a joint venture with Super LLC, the Company’s sole and managing member (“Super LLC”). In connection with the formation of the joint venture and with subsequent contributions, the Company has contributed 49% of its interest in certain subsidiaries, owning 74 real properties with an approximate value of $1.8 billion, to this joint venture. The Company distributed the remaining 51% of its interest in the transferred entities to its parent, Super LLC, and Super LLC contributed such interest in the transferred entities to this joint venture. Following these transactions, the Company owned 49% of the non-managing interest in this joint venture, and Super LLC owned 51% of the managing member interest in this joint venture. Also in November 2007, Super LLC contributed its interest in certain subsidiaries, owning 39 real properties with an approximate value of $385.0 million, to this joint venture. Immediately following such contribution, Super LLC contributed a percentage of membership interests in the joint venture such that the Company continued to own 49% of the non-managing interest in this joint venture, and Super LLC continued to own 51% of the managing member interest in this joint venture. In January 2009, the Company contributed 49% of its interest in certain additional subsidiaries, owning 48 real properties with an approximate value of $513.4 million, to this joint venture. The Company distributed the remaining 51% of its interest in the additional transferred entities to Super LLC, and Super LLC contributed such interest in the additional transferred entities to this joint venture.

~~$0.9~~CENTRO ~~million,~~NP ~~and~~LLC ~~has~~AND agreed to contribute its pro rata share of any additional capital that might be required by the joint venture. As of March 31, 2007, the Company had not made any such required capital contributions, and does not expect that any significant additional capital contributions will be required. The joint venture had loans outstanding of approximately $47.3 million as of March 31, 2007.SUBSIDIARIES

~~· Galileo America LLC. The Company has a 5% interest in this joint venture, which interest was acquired in conjunction with the Galileo Transactions~~ (~~Note~~AS ~~3). Under~~SUCCESSOR ~~the~~TO ~~terms of~~NEW ~~this~~PLAN ~~joint venture, the Company is not obligated to contribute any~~EXCEL ~~additional~~REALTY ~~capital to the joint venture; however~~TRUST, ~~in the event that additional capital is contributed by the other joint venture partner, the Company has the option to contribute the amount necessary to maintain its 5% ownership interest~~INC. ~~The~~ ~~Company~~(THE anticipates making additional capital contributions from time to time to maintain its 5% ownership interest. As of March 31, 2007, this joint venture was comprised of 134 stabilized retail properties, three retail properties under redevelopment and one new development property, and had loans outstanding of approximately $1.3 billion.“PREDECESSOR”))

~~· NP~~NOTES /TO ~~I&G~~CONSOLIDATED ~~Institutional~~FINANCIAL Retail Company, LLC. The Company has a strategic joint venture with JPMorgan Investment Management, Inc. to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide basis. The joint venture owned 13 stabilized retail properties as of March 31, 2007. Under the terms of this joint venture, the Company has a 20% interest in the venture and is responsible for contributing its pro rata share of any capital that might be required by the joint venture. The Company initially committed to contribute up to a maximum amount of $30.0 million to the joint venture, however, in connection with the acquisition of certain assets during 2005, the Company together with the DownREIT Partnership, contributed a disproportionate share of capital to the venture, such that the Company’s total capital investment as of December 31, 2005 was $41.4 million. The excess contribution was returned to the Company in February 2006. During the year ended December 31, 2006, in connection with the acquisition of certain other assets, the Company increased its committed capital to the venture to $31.9 million, of which approximately $31.1 million had been contributed as of March 31, 2007. The Company does not expect that any significant additional capital contributions will be required, nor does it expect that any additional acquisitions of property will be made by the joint venture. The joint venture had loans outstanding of approximately $281.2 million as of March 31, 2007.STATEMENTS

~~· NP~~The ~~/ I&G Institutional Retail Company II, LLC. In February 2006, the Company formed a second strategic~~ joint venture ~~with JP~~ ~~Morgan~~owned ~~Investment~~161 ~~Management,~~stabilized ~~Inc.~~retail toproperties ~~acquire~~as ~~high-quality~~of ~~institutional~~March 31, ~~grade community and neighborhood shopping centers on a nationwide basis~~2009. Under the terms of ~~this~~the joint venture, the Company ~~has~~is anot ~~20%~~obligated ~~interest in the venture and has committed~~ to contribute ~~its pro rata share of~~ any capital required by the venture for asset acquisitions. As of March 31, 2007, the Company had contributed approximately $8.2 million for such purpose. Additionally, the Company has agreed to contribute its pro rata share of any additional capital ~~that~~to ~~might be required by~~ the joint ~~venture; however, the Company does not expect that any significant~~ ~~additional capital contributions with respect to existing properties will be required. As of March 31, 2007, the joint~~ venture ~~owned two stabilized retail properties~~. The joint venture had loans outstanding of approximately $351.05 ~~million~~billion as of March 31, ~~2007~~2009.

~~· NPK~~An ~~Redevelopment~~impairment charge I,of ~~LLC~~$42. ~~The~~8 ~~Company~~million ~~has~~was arecorded ~~joint~~on ~~venture~~the ~~with~~Company’s ~~Kmart Corporation~~investment ~~(Sears~~in ~~Holding~~this ~~Corp.)~~joint venture, ~~pursuant~~was toincurred ~~which~~during the ~~joint~~year ~~venture~~ended ~~will~~December 31, 2008. No further ~~redevelop~~impairment ~~three~~of ~~Kmart~~the ~~Supercenter~~Company’s ~~properties~~investment ~~formerly~~in ~~owned~~this byjoint ~~Kmart. Under~~venture was recorded for the ~~terms~~three ofmonth ~~this~~period ~~joint~~ended ~~venture~~March 31, ~~the Company~~2009. In ~~has~~accordance ~~committed~~with toAPB ~~contribute~~Opinion $6No.~~0 million~~ 18, ~~$4.1~~The ~~million~~equity method of ~~which~~accounting ~~had~~for investments in common stock, ~~been~~the ~~contributed~~cause byfor the ~~Company~~other asthan oftemporary ~~March~~loss ~~31,~~is ~~2007. After~~the decrease in the ~~contribution~~fair value of the ~~total~~underlying ~~committed~~real estate investments. ~~amount,~~The decrease in fair value of the ~~Company~~underlying ~~will~~real ~~have~~estate acaused ~~20%~~by ~~interest~~an increase in ~~the~~market ~~venture~~capitalization ~~and~~rates ~~will~~during ~~be responsible~~the ~~for~~year ~~contributing~~ended ~~its~~December 31, 2008 ~~pro~~and ~~rata~~also ~~share~~unfavorable ofmovements ~~any~~in ~~additional~~the ~~capital~~fair ~~that might~~valuation beof ~~required~~debt held by the joint venture; ~~however,~~was the ~~Company~~driver ~~does~~for ~~not~~the ~~expect~~impairment ~~that~~in the 2008 financial ~~any~~year. The ~~significant~~main ~~additional~~driver ~~capital~~to ~~contributions~~the ~~will~~unfavorable movement bein ~~required. The~~the ~~joint~~fair ~~venture~~value ~~had~~of nodebt ~~loans~~has ~~outstanding~~been asthe significant decrease in risk offree ~~March~~rates during the three months ended December 31, ~~2007~~2008.

· Centro GA America LLC. The Company has a 5% interest in this joint venture. Under the terms of this joint venture, the Company is not obligated to contribute any additional capital to the joint venture; however, in the event that additional capital is contributed by the other joint venture partner, the Company has the option to contribute the amount necessary to maintain its 5% ownership interest. The Company anticipates making additional capital contributions from time to time to maintain its 5% ownership interest. As of March 31, 2009, this joint venture was comprised of 111 stabilized retail properties, four retail properties under redevelopment and one new development property, and had loans outstanding of approximately $1.1 billion.

An impairment charge of $11.1 million was recorded on the Company’s investment in this joint venture during the year ended December 31, 2008. No further impairment of the Company’s investment in this joint venture was recorded for the three month period ended March 31, 2009. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate caused by an increase in market capitalization rates during the year ended December 31, 2008 was the driver for the impairment in the 2008 financial year.

· NP / I&G Institutional Retail Company, LLC. The Company has a strategic joint venture with JPMorgan Investment Management, Inc. to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide basis. The joint venture owned eight stabilized retail properties and one retail property under redevelopment as of March 31, 2009. Under the terms of this joint venture, the Company has a 20% interest in the venture and is responsible for contributing its pro rata share of any capital that might be required by the joint venture. The Predecessor initially committed to contribute up to a maximum amount of $30.0 million to the joint venture, however, in connection with the acquisition of certain assets during 2005, the Predecessor together with the DownREIT Partnership, contributed a disproportionate share of capital to the venture, such that the Predecessor’s total capital investment as of December 31, 2005 was $41.4 million. The excess contribution was returned to the Predecessor in February 2006. During the year ended December 31, 2006, in connection with the acquisition of certain other assets, the Predecessor increased its committed capital to the venture from $30.0 million to $31.9 million, of which approximately $28.2 million had been contributed as of March 31, 2009. The Company does not expect that any significant additional capital contributions will be required, nor does it expect that any additional acquisitions of property will be made by the joint venture. The joint venture had loans outstanding of approximately $211.6 million as of March 31, 2009.

An impairment charge of $0.2 million was recorded on the Company’s investment in this joint venture during the year ended December 31, 2008. An impairment charge of $2.6 million was recorded on the Company’s investment in this joint venture during the three months ended March 31, 2009. In

· CENTRO NP~~/SSP~~ ~~Baybrook,~~ LLC~~. In~~ ~~December~~AND 2006, the Company formed a third strategic joint venture with JP Morgan Investment Management Inc. for the specific purpose of acquiring Baybrook Gateway, a shopping center located in Webster, Texas. Under the terms of this joint venture, the Company has a 20% interest in the venture and is responsible for contributing its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant additional capital contributions will be required. The joint venture had loans outstanding of approximately $41.0 million as of March 31, 2007.SUBSIDIARIES

~~· Westgate~~(AS ~~Mall,~~SUCCESSOR ~~LLC. The~~TO ~~Company,~~NEW ~~together~~PLAN ~~with Transwestern~~EXCEL ~~Investment~~REALTY ~~Company and The Richard E. Jacobs Group~~TRUST, ~~has an interest in a joint venture that was formed for the specific purpose of acquiring and redeveloping Westgate Mall, an enclosed mall located on 55 acres of land in Fairview Park, Ohio~~INC. ~~The~~ ~~joint~~(THE venture is currently redeveloping the mall into a large community shopping center. Under the terms of this joint venture, the Company has a 10% interest in the venture and is responsible for contributing its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant additional capital contributions will be required. The joint venture had loans outstanding of approximately $32.6 million as of March 31, 2007.“PREDECESSOR”))

~~Note~~NOTES ~~7: Intangible~~TO ~~Assets~~CONSOLIDATED FINANCIAL STATEMENTS

~~Intangible~~accordance with APB ~~assets~~Opinion ~~are~~No. 18, ~~comprised~~The equity method of accounting for investments in common stock, the ~~following~~cause ~~(dollars~~for the other than temporary loss is the decrease in ~~thousands~~the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate caused by an increase in market capitalization rates during the year ended December 31, 2008 was the driver. The further decline in fair value of the real estate caused by a decrease in forecasted cash flows as a result of operational issues (such as increased vacancies): is the driver for the impairment during the three month period ending March 31, 2009.

	March 31, 2007		December 31, 2006		Amortization Period
In-place lease value, legal fees and leasing commissions, net (Note 2)	$	45,105	$	44,860	Life of lease
Above market leases acquired, net (Note 2)	4,824		4,877		Life of lease
Amounts paid for asset management fee stream, net (Note 2)	17,729		17,845		40 years
Amounts paid for property management rights, net (Note 2)	20,397		20,674		20 years
Total	$	88,055	$	88,256

· NP / I&G Institutional Retail Company II, LLC. In February 2006, the Predecessor formed a second strategic joint venture with JP Morgan Investment Management, Inc. to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide basis. Under the terms of this joint venture, the Company has a 20% interest in the venture and has committed to contribute its pro rata share of any capital required by the venture for asset acquisitions. As of March 31, 2009, the Company had contributed approximately $14.7 million for such purpose. Additionally, the Company has agreed to contribute its pro rata share of any additional capital that might be required by the joint venture; however, the Company does not expect that any significant additional capital contributions with respect to existing properties will be required. As of March 31, 2009, the joint venture owned three stabilized retail properties. The joint venture had loans outstanding of approximately $46.7 million as of March 31, 2009.

~~Aggregate~~An ~~amortization~~impairment charge of ~~expense~~$2.9 million was recorded on ~~these~~the ~~assets~~Company’s investment in this joint venture during the year ended December 31, 2008. No further impairment of the Company’s investment in this joint venture was recorded for the three ~~months~~month period ended March 31, ~~2007~~2009. In accordance ~~and~~with ~~2006~~APB ~~was approximately~~Opinion $2No.7 18, ~~million~~The ~~and~~equity ~~$2.8~~method ~~million,~~of accounting ~~respectively~~for investments in common stock, ~~and~~the ~~included~~cause ~~write-offs~~for the other ofthan ~~approximately~~temporary ~~$0.1~~loss ~~million~~is ~~and~~the ~~$0.6~~decrease ~~million,~~in ~~respectively~~the fair value of the underlying real estate investments. The ~~estimated~~decrease ~~amortization~~in ~~expense~~fair value onof ~~these~~the underlying real estate caused by an increase in market capitalization ~~assets~~rates during the ~~next~~year ~~five~~ended ~~fiscal~~December 31, ~~years~~2008 iswas asthe ~~follows~~driver ~~(dollars~~for the impairment in ~~thousands):~~the 2008 financial year.

· NPK Redevelopment I, LLC. The Company has a joint venture with Kmart Corporation (Sears Holding Corp.) pursuant to which the joint venture will redevelop three Kmart Supercenter properties formerly owned by Kmart. Under the terms of this joint venture, the Company has agreed to contribute $6.0 million which had been fully contributed as of March 31, 2009. After the Company’s contribution of the total committed amount, the Company has a 20% interest in the venture and is responsible for contributing its pro rata share of any additional capital that might be required by the joint venture; during the year ended December 31, 2008, the Company contributed $1.1 million which entitled 10% per annum preferred return compounded monthly. The Company does not expect that any additional, significant capital contributions will be required. The joint venture had no loans outstanding as of March 31, 2009.

An impairment charge of $0.2 million was recorded on the Company’s investment in this joint venture during the year ended December 31, 2008. No further impairment of the Company’s investment in this joint venture was recorded for the three month period ended March 31, 2009. In accordance with APB Opinion No. 18, The equity method of accounting for investments in common stock, the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate caused by an increase in market capitalization rates during the year ended December 31, 2008 was the driver for the impairment in the 2008 financial year.

· NP/SSP Baybrook, LLC. The Company has a third strategic joint venture with JP Morgan Investment Management Inc., which venture was formed for the specific purpose of acquiring Baybrook Gateway, a shopping center located in Webster, Texas. Under the terms of this joint venture, the Company has a 20% interest in the venture and is responsible for contributing its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any

~~Note~~CENTRO ~~8: Debt~~NP ~~Obligations~~LLC AND SUBSIDIARIES

As(AS ofSUCCESSOR ~~March~~TO ~~31,~~NEW ~~2007~~PLAN ~~and~~EXCEL REALTY ~~December 31~~TRUST, ~~2006,~~INC. ~~the Company had the following debt obligations under various arrangements with financial institutions~~ (~~dollars~~THE ~~in thousands, except footnotes~~“PREDECESSOR”):)

			Carrying Value as of
	Maximum Amount Available		March 31, 2007			December 31, 2006			Stated Interest Rates	Scheduled Maturity Date
CREDIT AGREEMENTS
Amended Revolving Facility	$	350,000	$	119,000		$	41,000		LIBOR + 55 bp (1) (2)	August 2010
Amended Secured Term Loan	150,000		150,000			150,000			LIBOR + 55 bp (1)	August 2010
Total Credit Agreements	$	500,000	$	269,000		$	191,000
MORTGAGES PAYABLE
Fixed Rate Mortgages			$	418,505		$	428,045		5.240% - 9.625%	2007 – 2028
Variable Rate Mortgages			9,132			9,302			Variable (3)	2009 – 2011
Total Mortgages			427,637			$	437,347
Net unamortized premium			10,749			11,563
Total Mortgages, net			$	438,386		$	448,910
NOTES PAYABLE
7.35% unsecured notes			$	30,000		30,000			7.350%	June 2007
7.40% unsecured notes			150,000			150,000			7.400%	September 2009
3.75% unsecured notes (4)			115,000			115,000			3.750%	June 2010
4.50% unsecured notes (5)			150,000			150,000			4.500%	February 2011
3.70% unsecured notes (6)			200,000			200,000			3.700%	September 2011
5.13% unsecured notes			125,000			125,000			5.125%	September 2012
5.50% unsecured notes			50,000			50,000			5.500%	November 2013
5.30% unsecured notes			100,000			100,000			5.300%	January 2015
5.25% unsecured notes			125,000			125,000			5.250%	September 2015
7.97% unsecured notes			10,000			10,000			7.970%	August 2026
7.65% unsecured notes			25,000			25,000			7.650%	November 2026
7.68% unsecured notes			10,000			10,000			7.680%	November 2026
7.68% unsecured notes			10,000			10,000			7.680%	November 2026
6.90% unsecured notes			25,000			25,000			6.900%	February 2028
6.90% unsecured notes			25,000			25,000			6.900%	February 2028
7.50% unsecured notes			25,000			25,000			7.500%	July 2029
Total Notes			1,175,000			1,175,000
Net unamortized discount			(5,665		)	(5,911		)
Impact of pay-floating swap agreements			(1,528		)	(2,139		)
Total Notes, net			$	1,167,807		$	1,166,950
CAPITAL LEASES			$	27,411		$	27,500		7.500%	June 2031
TOTAL DEBT			$	1,902,604		$	1,834,360

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(1) The Company incurs interest using the~~significant ~~30-day~~additional ~~LIBOR~~capital ~~rate~~contributions ~~which~~will ~~was~~be 5required.~~32% as of March 31, 2007.~~ The ~~interest~~joint ~~rate~~venture onhad ~~this~~loans ~~facility~~outstanding ~~adjusts~~of ~~based~~approximately on$41 ~~the~~million ~~Company’s~~as ~~credit~~of ~~rating~~March 31, 2009.

~~(2) The~~An impairment charge of $0.1 million was recorded on the Company’s ~~also~~investment ~~incurs~~in anthis ~~annual~~joint venture ~~facility~~during the year ended December 31, 2008. No further impairment of ~~fee~~the Company’s investment in this joint venture was recorded for the three month period ended March 31, 2009. In accordance with APB Opinion No. 18, The equity method of accounting 15for ~~basis~~investments ~~points~~in oncommon ~~this~~stock, ~~facility~~the cause for the other than temporary loss is the decrease in the fair value of the underlying real estate investments. The decrease in fair value of the underlying real estate caused by an increase in market capitalization rates during the year ended December 31, 2008 was the driver for the impairment in the 2008 financial year.

~~(3) As~~· Westgate Mall, ~~determined~~LLC. The byCompany, together ~~the~~with ~~applicable~~Transwestern ~~loan agreement,~~Investment ~~the~~ Company ~~incurs~~and The Richard E. Jacobs Group, has an interest onin ~~these~~a ~~obligations~~joint ~~using~~venture ~~either~~that was formed for the specific purpose of ~~30-day~~acquiring ~~LIBOR~~and ~~rate~~redeveloping Westgate Mall, ~~which~~an ~~was~~enclosed ~~5.32%~~mall aslocated on 55 acres of ~~March~~land ~~31,~~in ~~2007~~Fairview Park, ~~plus~~Ohio. The joint ~~125~~venture ~~basis~~is ~~points, or~~currently redeveloping the ~~Moody’s~~mall Ainto ~~Corporate~~a ~~Bond~~large ~~Index~~community shopping center. Under the terms of this joint venture, ~~which~~the ~~was~~Company ~~5.43~~has a 10% asinterest in the venture and has agreed to contribute its pro rata share of ~~March~~any ~~31,~~capital ~~2007~~that might be required by the joint venture; however, the Company does not expect that any significant ~~plus~~additional ~~spreads~~capital ~~ranging~~contributions ~~from~~will 12be required.5 The tojoint 37venture had loans outstanding of approximately $65.58 ~~basis~~million ~~points~~as of March 31, 2009.

~~(4) Represents~~An ~~convertible~~impairment charge ~~senior~~of ~~notes~~$0. At5 ~~certain~~million ~~dates,~~was ~~and~~recorded ~~upon~~on the ~~occurrence~~Company’s ~~of certain~~investment ~~events,~~in ~~the~~this ~~notes are convertible into cash up to their principal~~joint ~~amount~~venture ~~and,~~during ~~with respect to~~ the ~~remainder,~~year ifended ~~any~~December 31, of2008. No ~~the~~further ~~conversion~~impairment ~~value in excess~~ of ~~such principal amount, cash or shares of~~ the Company’s ~~common~~ ~~stock. The~~investment ~~initial~~in ~~conversion~~this ~~price~~joint ~~is $25.00~~venture ~~per~~was ~~share. On~~recorded orfor ~~after June 9, 2008,~~ the ~~Company~~three ~~may~~month ~~redeem~~period ~~all~~ended ~~or a portion of the notes at a redemption~~March 31, ~~price equal to the principal amount of the notes plus any accrued interest~~2009. In ~~addition,~~accordance onwith ~~June~~APB 1,Opinion ~~2010~~No. 18, ~~June~~The 1,equity ~~2012,~~method ~~and~~of ~~June~~accounting 1,for ~~2018,~~investments ~~or upon the occurrence of certain fundamental~~in ~~changes~~common ~~prior to June 1~~stock, ~~2010, note holders have~~ the ~~right~~cause tofor ~~require~~ the ~~Company~~ toother ~~purchase~~than ~~all~~temporary orloss ~~any~~is ~~portion~~the decrease ofin the ~~notes,~~fair atvalue aof ~~purchase price equal to~~ the ~~principal~~underlying ~~amount~~real ~~plus~~estate ~~any accrued and unpaid interest on the notes~~investments. ~~Although~~The ~~the~~decrease ~~stated~~in ~~maturity~~fair ~~date~~value of the underlying ~~notes~~real isestate ~~June~~caused 1,by ~~2023,~~an ~~the~~increase ~~scheduled~~in ~~maturity~~market ~~date~~capitalization ~~listed~~rates ~~above~~during ~~represents~~ the ~~first~~year ~~date~~ended ~~that~~December 31, ~~note~~2008 ~~holders~~was ~~have~~ the ~~right,~~driver ~~not~~for ~~contingent on other provisions, to require~~ the ~~Company~~impairment toin ~~redeem all or any portion of~~ the ~~notes~~2008 financial year.

~~(5) The~~Note ~~Company has entered into reverse~~9: Intangible ~~interest rate swap agreements that effectively converted the interest rate on $65.0 million of the notes from a fixed rate to a blended floating rate of 30 basis points over the six-month LIBOR rate.~~Assets

~~(6) Represents~~Intangible ~~convertible senior notes issued~~assets ~~in a private offering completed on September 19, 2006 (as further discussed below). At certain dates, and upon the occurrence of certain events, the notes~~ are ~~convertible~~comprised ~~into cash up to their principal amount and, with respect to the remainder, if any,~~ of the ~~conversion value~~following in excess of such principal amount, cash or shares of the Company’s common stock. The initial conversion rate is 30.5506 shares of the Company’s common stock for each $1,000 principal amount of notes (~~which~~dollars is equivalent to an initial conversion price of $32.73 per share). On or after September 20, 2011, the Company may redeem all or a portion of the notes at a redemption price equal to the principal amount of the notes plus any accrued interest. In addition, on September 20, 2011, September 15, 2016, and September 15, 2021, or upon the occurrence of certain change in control transactions prior to September 20, 2011, note holders may require the Company to repurchase all or a portion of the notes at a purchase price equal to the principal amount plus any accrued and unpaid interest on the notes. Although the stated maturity date of the notes is September 15, 2026, the scheduled maturity date listed above represents the first date that note holders have the right, not contingent on other provisions, to require the Company to redeem all or any portion of the notes.thousands):

	March 31, 2009		December 31, 2008		Amortization Period

In-place lease value, legal fees and leasing commissions, net (Note 3)	$	243,947	$	324,557	Life of lease
Above market leases acquired, net (Note 3)	7,062		9,885		Life of lease
Value of asset management fee stream, net (Note 3)	23,276		23,433		40 years
Value of property management rights, net (Note 3)	101,373		103,335		20 years
Total	$	375,658	$	461,210

Aggregate amortization expense on these assets was as follows and included the write-offs detailed below (dollars in thousands):

	Three Months Ended March 31,
	2009		2008
Amortization Expense	$	17,258	$	32,829
Write-offs (1)	6,084		—

(1) Write-offs relate to tenants that have terminated their leases prior to lease maturity.

The estimated amortization expense on these assets during the next five fiscal years is as follows (dollars in thousands):

Year
2009 (remaining nine months)	$	45,389
2010	48,397
2011	41,034
2012	34,961
2013	29,713

OnCENTRO ~~September~~NP ~~19, 2006,~~LLC ~~the~~AND Company completed a private offering of $200.0 million aggregate principal amount of 3.70% senior convertible notes due September 15, 2026 (the “September 2006 Debt Offering”). At certain times and upon the occurrence of certain events, the notes are convertible into cash up to their principal amount and, with respect to the remainder, if any, of the conversion value in excess of such principal amount, cash or shares of the Company’s common stock. The initial conversion rate will be 30.5506 shares per $1,000 principal amount of notes (which is equivalent to an initial conversion price of $32.73 per share). The notes may not be redeemed by the Company prior to September 20, 2011 (except to preserve the Company’s status as a REIT for U.S, federal income tax purposes), but are redeemable anytime thereafter, in whole or in part, at a redemption price equal to the principal amount of the notes plus any accrued and unpaid interest (including additional interest), if any. In addition, on September 20, 2011, September 15, 2016, and September 15, 2021, or upon the occurrence of certain change in control transactions prior to September 20, 2011, note holders may require the Company to repurchase all or a portion of the notes at a purchase price equal to the principal amount plus any accrued and unpaid interest on the notes. Net proceeds from the September 2006 Debt Offering were used to repurchase approximately $50.0 million of the Company’s common stock at a price of $26.83 per share and for general corporate purposes, including the repayment of outstanding borrowings under the Company’s $350.0 million unsecured revolving credit facility.SUBSIDIARIES

~~On August 25, 2006, the Company amended and restated its existing $350.0 million unsecured revolving credit facility~~ (asAS ~~amended,~~SUCCESSOR ~~the~~TO ~~“Amended~~NEW ~~Revolving~~PLAN ~~Facility”) and~~EXCEL ~~added~~REALTY ~~an accordion feature to the Amended Revolving Facility that allows the Company~~TRUST, ~~subject to certain conditions, to increase the amount that can be borrowed under the facility to $500~~INC.0 ~~million. The Amended Revolving Facility bears interest at LIBOR plus 55 basis points~~ (~~based~~THE ~~on the Company’s current credit ratings~~“PREDECESSOR”) ~~and incurs an annual facility fee of 15 basis points. The Amended Revolving Facility is scheduled to mature on August 25, 2010, with a one-year extension option.~~)

OnNOTES ~~August~~TO ~~25, 2006,~~CONSOLIDATED ~~the Company also amended and restated its existing $150.0 million secured~~FINANCIAL term loan (as amended, the “Amended Secured Term Loan”). The Amended Secured Term Loan bears interest at LIBOR plus 55 basis points (based on the Company’s current credit ratings) and is scheduled to mature on August 25, 2010.STATEMENTS

~~The~~Note Company’s ability to borrow under both the Amended Revolving Facility and the Amended Secured Term Loan (together, the “Credit Agreements”) is subject to its ongoing compliance with a number of covenants, including with respect to the Company’s ability to incur liens on its property, engage in major transactions such as mergers, make certain investments and engage in certain transactions with its affiliates. In addition, the Credit Agreements require that the Company maintain certain financial coverage ratios and other debt covenants. As of March 31, 2007, these coverage ratios and debt covenants included10: Debt Obligations

~~· EBITDA~~As of March 31, ~~(as~~2009 ~~defined~~and inDecember 31, 2008, the ~~applicable~~Company had the following debt ~~agreement)~~obligations under tovarious ~~fixed~~arrangements ~~charges~~with ~~ratio~~financial ofinstitutions at(dollars in thousands, ~~least~~except ~~1.60~~footnotes):1;

· minimum tangible net worth of approximately $1.2 billion;

	Maximum		Carrying Value as of				Stated		Scheduled
	Amount Available		March 31, 2009		December 31, 2008		Interest Rates		Maturity Date

CREDIT AGREEMENTS
Amended July 2007 Revolving Facility (1)	$	—	$	306,500	$	306,500	LIBOR+ 175 bp	(2)(3)(4)	December 2010
Secured Term Loans(11)	—		163,700		173,084		Variable	(5)	2010 (6)
Total Credit Agreements	$	—	$	470,200	$	479,584

MORTGAGES PAYABLE
Fixed Rate Mortgages			$	386,164	$	392,273	5.015% - 12.5	%	2009 – 2028
Variable Rate Mortgages			8,010		8,156		Variable	(7)	2009 – 2011
Total Mortgages (8)			394,174		400,429
Net unamortized premium			7,813		8,434
Total Mortgages, net			$	401,987	$	408,863

NOTES PAYABLE
7.40% unsecured notes (10)			$	150,000	$	150,000	7.400	%	September 2009
3.75% unsecured notes (9)			217		217		3.750	%	June 2010
4.50% unsecured notes			150,000		150,000		4.500	%	February 2011
5.13% unsecured notes			125,000		125,000		5.125	%	September 2012
5.50% unsecured notes			50,000		50,000		5.500	%	November 2013
5.30% unsecured notes			100,000		100,000		5.300	%	January 2015
5.25% unsecured notes			125,000		125,000		5.250	%	September 2015
7.97% unsecured notes			10,000		10,000		7.970	%	August 2026
7.65% unsecured notes			25,000		25,000		7.650	%	November 2026
7.68% unsecured notes			10,000		10,000		7.680	%	November 2026
7.68% unsecured notes			10,000		10,000		7.680	%	November 2026
6.90% unsecured notes			25,000		25,000		6.900	%	February 2028
6.90% unsecured notes			25,000		25,000		6.900	%	February 2028
7.50% unsecured notes			25,000		25,000		7.500	%	July 2029
Total Notes			830,217		830,217
Net unamortized premium			25,763		26,704
Total Notes, net			$	855,980	$	856,921

CAPITAL LEASES			$	30,104	$	30,266	7.500	%	June 2031

TOTAL DEBT			$	1,758,271	$	1,775,634

~~· total~~(1) On July 31, 2007, the ~~debt~~Company toentered ~~total~~into ~~adjusted~~a ~~assets~~$350.0 million unsecured revolving credit facility (as amended, the “Amended July 2007 Facility”) with Bank of noAmerica, ~~more~~N.A., ~~than~~as administrative ~~60%~~agent. On January 15, 2009, the Company entered into a supplement to the Amended July 2007 Revolving Facility (orthe “Supplement ~~65%~~to inthe Amended July 2007 Facility”) modifying certain terms ~~circumstances);~~and conditions of the Amended July 2007 Facility, and superseding the terms and conditions set forth in letter agreements entered into by the Company with Bank of America, as administrative agent, on February 14, 2008, March 28, 2008, May 7, 2008, May 30, 2008, September 26, 2008, and December 15, 2008.

~~· total~~(2) The Company incurs interest ~~secured~~using ~~debt~~the to30-day ~~total~~LIBOR ~~adjusted~~rate ~~assets~~which was 0.50063% as of noMarch 31, ~~more~~2009. The ~~than~~interest ~~40%;~~rate on this facility adjusts based on the Company’s credit rating.

~~· unsecured debt~~(3) The toCompany ~~unencumbered~~also ~~assets~~incurs ~~value~~an annual offacility nofee ~~more~~of ~~than~~22.5 ~~60%~~basis ~~(or~~points ~~65%~~on inthis ~~certain circumstances);~~facility.

~~· book~~(4) The default interest rate ~~value~~accrues from January 15, 2009, at LIBOR or the Prime Rate plus 11.25%. The default interest rate is applicable upon the event of ~~ancillary~~default. ~~assets~~No such event of default occurred to ~~total~~cause ~~adjusted~~the ~~assets~~payment of nothe ~~more~~additional ~~than~~default ~~25%;~~interest rate during the three months ending March 31, 2009.

~~· book~~(5) As determined by the ~~value~~applicable ofloan ~~new~~agreement, ~~construction~~the ~~assets~~Company toincurs ~~total~~interest ~~adjusted~~on ~~assets~~these ofobligations nousing the ~~more~~30-day ~~than~~LIBOR 15rate, which was 0.50063%~~; and~~ as of March 31, 2009,

· Funds from Operations (as defined in the applicable debt agreement) payout ratio no greater than 95%.

AsCENTRO ofNP ~~March~~LLC ~~31, 2007,~~AND ~~future expected/scheduled maturities of outstanding long-term debt and capital lease obligations were as follows (in thousands):~~SUBSIDIARIES

2007 (remaining nine months)	$	52,850
2008	174,404
2009	199,138
2010	449,362
2011	372,221
Thereafter	651,073
Total debt maturities	1,899,048
Net unamortized premiums on mortgages	10,749
Net unamortized discount on notes	(5,665		)
Fair value adjustment on pay-floating swap agreements	(1,528		)
Total debt obligations	$	1,902,604

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

~~Note~~NOTES ~~9: Risk~~TO ~~Management~~CONSOLIDATED ~~and Use of Financial~~FINANCIAL ~~Instruments~~STATEMENTS

~~Risk~~plus ~~Management~~spreads ranging from 135 to 175 basis points.

In(6) $118.0 ~~the~~million ~~normal course~~ of ~~its on-going business operations, the Company encounters economic~~secured ~~risk. There~~term ~~are~~loans ~~three~~had ~~main~~their ~~components~~debt ~~of economic~~maturities ~~risk:~~extended ~~interest~~until ~~rate risk~~December 31, ~~credit~~2008 ~~risk and market risk. The Company is subject to interest rate risk~~(see onbelow ~~its~~under ~~interest-bearing~~Extension ~~liabilities. Credit~~and ~~risk~~Payment ~~is the risk~~ of ~~default~~Secured onTem ~~the~~Loan ~~Company’s operations and tenants’ inability or unwillingness to make contractually required payments~~Payments). ~~Market~~The ~~risk~~remaining ~~includes~~balance ~~changes in the value~~ of ~~the~~$55.0 ~~properties held by the Company due to changes in interest~~million ~~rates~~matures oron ~~other~~December 1, ~~market factors~~2010.

~~Use~~(7) As determined by the applicable loan agreement, the Company incurs interest on these obligations using either the 30-day LIBOR rate, which was 0.50063% as of ~~Derivative~~March 31, 2009, ~~Financial~~plus ~~Instruments~~125 basis points, or the Moody’s A Corporate Bond Index, which was 5.39% as of March 31, 2009, plus spreads ranging from 12.5 to 37.5 basis points.

~~The~~(8) An ~~Company’s~~aggregate ~~use~~ of ~~derivative instruments is primarily limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes~~$55. ~~The principal~~3 ~~objective~~ million of ~~such~~mortgages ~~arrangements~~payable is toscheduled ~~manage the risks and/or costs associated with the Company’s operating and financial structure, as well as~~ to ~~hedge~~ ~~specific~~mature ~~transactions. The counterparties~~during ~~to these arrangements are major financial institutions with which~~ the ~~Company~~remaining ~~and~~nine ~~its~~months ~~affiliates may also have other financial relationships. The Company is potentially exposed to credit loss in the event~~ of ~~non-performance by these counterparties.~~ ~~However~~2009, ~~because~~consisting of ~~their~~maturities ~~high~~and ~~credit~~scheduled ~~ratings,~~mortgage ~~the~~amortization ~~Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due~~payments. ~~The Company does not use derivative instruments to hedge credit/market risk.~~

On(9) Represents ~~August~~convertible 2,senior notes. At ~~2006~~certain dates, and upon the occurrence of certain events, the ~~Company~~notes ~~entered~~are convertible into ~~two~~cash ~~forward~~up ~~starting~~to ~~interest~~their principal ~~rate~~amount ~~swap~~and, ~~agreements~~with respect to the remainder, ~~each~~ ~~for~~if ~~$75.0~~any, ~~million~~of the conversion value in ~~notional~~excess of such principal amount, cash or shares of the Company’s common stock. The initial conversion price was $25.00 per share. On or after June 9, ~~One~~2008, the Company may redeem all or a portion of the ~~swaps~~notes isat ~~expected~~a redemption price equal to bethe ~~used~~principal toamount ~~hedge~~of the ~~risk~~notes ofplus ~~changes~~any inaccrued interest. In ~~cash~~addition, ~~outflows~~ on ~~fixed~~June 1, 2010, ~~rate~~June 1, ~~10-year~~2012, ~~borrowings/financings~~and ~~that~~June 1, 2018, or upon the occurrence of ~~Company~~certain ~~anticipates~~fundamental ~~issuing~~changes ~~between~~prior ~~February~~to June 1, ~~2007~~2010, ~~and~~note ~~October~~holders 31have the right to require the Company to purchase all or any portion of the notes, ~~2007~~at bya ~~effectively~~purchase ~~locking~~price equal to the ~~three-month~~principal ~~LIBOR~~amount ~~swap~~plus ~~rate. This~~any ~~swap~~accrued ~~terminates~~and unpaid interest on ~~June~~the ~~15, 2017~~notes. ~~The~~Although ~~other~~the stated ~~swap~~maturity date of the notes is ~~expected~~June 1, to2023, bethe ~~used~~scheduled tomaturity ~~hedge~~date listed above represents the ~~risk~~first ofdate ~~changes~~that innote ~~interest~~holders ~~cash~~have ~~outflows~~the right, not contingent on ~~fixed~~other ~~rate~~provisions, ~~10-year borrowings/financings~~to ~~that~~require the Company ~~anticipates~~to ~~issuing~~redeem ~~between~~all ~~February~~or any portion of the notes. As discussed further below, these notes became convertible on April 1, ~~2008~~ 2007, and ~~October~~were convertible through July 2, 2007. As of December 31, 2008, byapproximately ~~effectively~~$114.8 ~~locking~~million of the ~~three-month~~$115.0 million ~~LIBOR~~aggregate ~~swap rate. This~~principal ~~swap~~amount ~~terminates~~of onthe ~~June~~notes 4,had been converted into cash by ~~2018~~holders thereof.

As(10) Refer ofbelow ~~March~~to ~~31, 2007,~~Tender ~~the~~Offer ~~Company~~for ~~also~~information ~~had~~relative ~~two~~to ~~reverse~~Tender ~~arrears~~Offer ~~swap agreements. The reverse arrears swap agreements~~made ~~effectively~~by ~~convert~~ the ~~interest rate on $65.0 million of the~~ Company’s ~~debt from a fixed rate to a blended floating rate of 30 basis points over the six-month LIBOR rate. The two reverse arrears swap agreements terminate~~ on ~~February~~these 1,unsecured ~~2011~~notes.

(11) Certain assets of the Residual Joint Venture, specifically those contributed by the Company on January 15, 2009 are provided as collateral for this debt.

On January 15, 2009, the Company entered into a supplement to the Amended July 2007 Revolving Facility (the “Supplement to the Amended July 2007 Facility”) modifying certain terms and conditions of the $350.0 million unsecured revolving credit facility the Company entered into on July 31, 2007, with Bank of America N.A., as administrative agent (as amended, the “Amended July 2007 Facility”), and superseding the terms and conditions set forth in letter agreements entered into by the Company with Bank of America, as administrative agent, on February 14, 2008, March 28, 2008, May 7, 2008, May 30, 2008, September 26, 2008, and December 15, 2008. Following the Supplement to the Amended July 2007 Facility, the Amended July 2007 Facility has a maturity date of December 31, 2010. As of January 15, 2009, the Company had an aggregate of $306.5 million borrowing outstanding under the Amended July 2007 Facility. Borrowings under the Amended July 2007 Facility bear interest at a rate per annum equal to, at our option, the prime rate or LIBOR plus an applicable margin of 1.75%. Interest on the outstanding balance that accrued during the period from December 16, 2007 through February 14, 2008 accrued at a rate equal to LIBOR or the prime rate plus 1.75% less the applicable margin in effect immediately prior to the amendment entered into on February 14, 2008.

In addition to the interest that accrues and is paid currently, upon the occurrence of an event of default, additional interest would accrue from May 7, 2008 to January 15, 2009 at a rate of 5.5%, thereby increasing the total interest rate to LIBOR or the prime rate plus 7.25% for that period. This additional interest becomes due and payable only upon the occurrence of an event of default as defined in the Amended July 2007 Facility. For illustrative purposes only, if such event of default had arisen as of March 31, 2009, total additional interest to be accrued would be approximately $11.6 million. No such event of default has occurred, therefore interest continues to accrue at LIBOR or the prime rate plus 1.75%.

Additionally, post January 15, 2009, if an event of default occurs and is continuing, interest on the balance accrues at a rate equal to LIBOR or the prime rate plus 11.25% (an increase of 4% from the previous default rate). The new default interest rate provided under the Amended July 2007 Facility is applicable from the date of such event of default. No further borrowings under the Amended July 2007 Facility are permitted and any amounts repaid or prepaid prior to the maturity date may not be reborrowed.

The Amended July 2007 Facility is secured by assets held by the Company, as well as by certain assets held by the Residual Joint Venture.

Additionally, the loans and other obligations under the Amended July 2007 Facility are required to be paid, and the commitments will be reduced accordingly, upon the receipt by the Company of net proceeds from the disposition of certain properties. Net proceeds in respect of certain casualty and condemnation events affecting certain properties are required to be applied towards the prepayment of the loans as well. Except under certain limited circumstances, the Company is prohibited from selling or transferring property, making equity issuances or making payments of cash or other property with respect to indebtedness without lender consent. The requirement

~~The~~CENTRO ~~following table~~NP ~~summarizes~~LLC ~~the~~AND terms and fair values of the Company’s derivative financial instruments at March 31, 2007 (dollars in thousands). The notional amounts at March 31, 2007 provide an indication of the extent of the Company’s involvement in these instruments at that time, but do not represent exposure to credit, interest rate or market risks.SUBSIDIARIES

Hedge Product	Hedge Type	Notional Amount		Strike	Maturity	Fair Value
Reverse Arrears Swap	Fair Value	$	50,000	4.380%	02/01/11	$	(1,005	)
Reverse Arrears Swap	Fair Value	15,000		4.030%	02/01/11	(523		)
Forward Starting Swap	Interest Rate	75,000		5.558%	06/15/17	(2,317		)
Forward Starting Swap	Interest Rate	75,000		5.612%	06/04/18	(2,284		)
		$	215,000			$	(6,129	)

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

AsNOTES ofTO ~~March~~CONSOLIDATED ~~31,~~FINANCIAL 2007, the reverse arrears swap debt of approximately $1.5 million was reported as a component of the notes payable to which it was assigned. As of March 31, 2007, the forward starting swaps of approximately $4.6 million were reported in Other liabilities. As of March 31, 2007, there were approximately $8.4 million in deferred losses, net, included in OCI, representing the unamortized portion of the settled swaps.STATEMENTS

~~Over~~that ~~time,~~ the ~~unrealized~~ ~~gains~~Company ~~and~~manage at ~~losses~~least ~~held~~90% inof ~~OCI~~its ~~(Note~~properties ~~13)~~was ~~will~~revised ~~be reclassified~~ to ~~earnings~~ inpermit the ~~same~~Management ~~period(s) in which the hedged items are recognized in~~Joint ~~earnings. Approximately~~Venture ~~$1.3~~or ~~million~~one of ~~expense,~~ ~~net,~~its isindirect ~~expected~~or todirect besubsidiaries ~~amortized over the next 12 months. The current balance held in OCI is expected~~ to bealso ~~reclassified~~act toas ~~earnings~~manager ~~over the lives~~ of ~~the current hedging~~ ~~instruments,~~such ~~or for realized losses on forecasted debt transactions, over the related term of the debt obligation, as applicable~~properties.

~~Concentration~~CPT Manager Limited, as a responsible entity of ~~Credit~~the ~~Risk~~CPT and CPL agreed under the Supplement to the Amended July 2007 Facility to take and avoid taking certain actions with respect to the Company, such as (i) entering into any agreement that limits the Company’s flexibility, or grants lender consent rights, with respect to the sale of the Company’s assets, (ii) obtaining guaranties from the Company with respect to parent debt, (iii) pledging any of the Company’s assets in favor of their creditors, (iv) permitting the Company to transfer assets to CPT and CPL, or giving guaranties for their debt. A breach of such covenants was made an event of default under the Supplement to the Amended July 2007 Facility. The Supplement to the Amended July 2007 Facility also releases the parent Company guaranty under that certain Guaranty Agreement, dated July 31, 2007, by and among CPT and CPL as guarantors in favor of Bank of America, N.A., as administrative agent.

AAs ~~concentration~~part of ~~credit~~ ~~risk arises in~~ the ~~Company’s business when a national or~~Supplement ~~regionally-based~~to ~~tenant occupies a substantial amount of space in multiple properties owned by~~ the ~~Company. In~~Amended ~~that event~~July 2007 Facility, ifwhich ~~the~~was ~~tenant~~executed ~~suffers~~on ~~a significant downturn in its business~~January 15, ~~it may~~ ~~become unable to make its contractual rent payments to the Company~~2009, ~~exposing~~ the Company agreed to aput ~~potential loss~~ in ~~rental~~place ~~revenue~~an ~~that~~interest israte ~~magnified~~cap aswith arespect ~~result~~to of the ~~tenant~~debt ~~renting~~under ~~space~~the inAmended ~~multiple~~July 2007 ~~locations~~Facility. The ~~Company~~strike ~~regularly~~rate ~~monitors its tenant base to assess potential concentrations~~ of ~~credit risk. Management believes~~ the ~~current~~interest ~~credit~~rate ~~risk portfolio~~cap is ~~reasonably well diversified and does not contain any unusual~~ ~~concentration of credit risk~~2. ~~No tenant exceeds 5~~6% ~~of the Company’s annual reported rental income~~.

~~Note~~The ~~10: Minority~~Amended ~~Interest~~July 2007 Facility contains various representations, warranties and covenants customary for financings of this type, including, among others, mandatory prepayment upon the occurrence of certain events. Under the Amended July 2007 Facility, the Company is also subject to compliance with certain covenants substantially similar to those contained in ~~Consolidated~~the Indentures. ~~Partnership~~These covenants include: (i) total debt to total adjusted assets of no more than 65%; (ii) total secured debt to total adjusted assets of no more than 40%; (iii) unencumbered total asset value not to be less than 100% of the aggregate principal amount of all of the Company’s outstanding unsecured debt and ~~Joint~~that ~~Ventures~~of the Company’s subsidiaries; and (iv) consolidated income available for debt service of at least 1.5 times the maximum annual service charge on total debt.

InThe ~~1995,~~Amended ~~the~~July 2007 ~~DownREIT~~Facility ~~Partnership,~~contains acustomary ~~consolidated~~defaults, ~~entity~~including, ~~was~~among ~~formed to own certain real estate properties.~~others: Athe ~~wholly~~nonpayment ~~owned subsidiary~~ of ~~the~~interest ~~Company~~or isprincipal ~~the sole general partner~~ of ~~the DownREIT~~ ~~Partnership~~any ~~and~~loan; isfailure ~~entitled~~ to ~~receive~~comply ~~99%~~with ofrestrictions ~~all~~on ~~net~~use ~~income~~of ~~and~~proceeds; ~~gains~~failure ~~before~~to ~~depreciation,~~observe ifor ~~any,~~perform ~~after~~covenants ~~the~~under ~~limited~~any ~~partners~~loan ~~receive~~document, ~~their~~including ~~preferred~~the ~~cash~~Supplement ~~and gain allocations. Properties have been contributed~~ to the ~~DownREIT~~Amended ~~Partnership~~July 2007 inFacility; ~~exchange~~bankruptcy ~~for~~or ~~limited~~insolvency; certain ~~partnership~~judgments ~~units~~and ~~(which~~decrees; ~~may~~change beof ~~redeemed~~control; atdefaults ~~stipulated~~under ~~prices~~the ~~for~~Super ~~cash~~Bridge orLoan, at ~~the~~Residual ~~Company’s~~Credit ~~option,~~Facility ~~shares~~and ofAmended ~~common~~and ~~stock~~Restated ofPreston ~~the~~Ridge ~~Company~~Facility; atand ~~certain exchange~~defaults ~~rates),~~under ~~cash~~any ~~and~~existing ~~the~~credit ~~assumption~~facility of ~~mortgage~~certain ~~indebtedness. The~~of ~~DownREIT~~the ~~Partnership~~Company’s ~~unit~~affiliates ~~information is~~in ~~summarized~~excess asof ~~follows:~~$10 million.

	Total Units	Company Units	Limited Partner Units
Outstanding at December 31, 2006	8,059,373	5,244,321	2,815,052
Issued (1) (2)	892,901	455,578	437,323
Redeemed	—	—	—
Outstanding at March 31, 2007	8,952,274	5,699,899	3,252,375

Amounts outstanding under the Amended July 2007 Facility are guaranteed pursuant to an Amended and Restated Guaranty Agreement dated July 31, 2007, by and among certain of the Company’s subsidiaries, as guarantors in favor of the administrative agent and the Guaranty, dated as of March 28, 2008, from certain subsidiaries of Centro NP Residual Holding LLC in favor of the administrative agent.

In connection with the Mergers, the Company, New Plan Realty Trust, LLC (1as successor to New Plan Realty Trust, but only with respect to the 1999 Indenture) ~~Limited~~ ~~partnership~~and ~~units~~the ~~were~~Trustee ~~issued~~entered into the Supplemental Indentures, each dated as of April 20, 2007, to the Indentures, by and ~~Company~~between inNew ~~connection~~Plan ~~with~~and the Trustee. The Supplemental Indentures each provided for the assumption by the Company’s ~~contribution~~of all of ~~two~~the ~~properties~~obligations of New Plan with respect to the following debt securities ~~DownREIT~~that ~~Partnership.~~are outstanding under each of the Indentures, effective upon consummation of the Merger (collectively, the “Notes”):

(2) Limited partnership units were issued in connection with the Company’s acquisition of (1) Stewart Plaza (231,929 limited partnership units) and (2) a partial interest in one property currently held in NP/I&G Institutional Retail Company II, LLC, one of the Company’s joint ventures (205,394 limited partnership units).

(i)	3.70% Convertible Senior Notes due 2026 (converted into cash as of December 31, 2007);
(ii)	3.75% Convertible Senior Notes due 2023;
(iii)	4.50% Senior Notes due 2011;
(iv)	5.30% Senior Notes due 2015;
(v)	5.250% Senior Notes due 2015;
(vi)	5.125% Senior Notes due 2012;
(vii)	7.40% Senior Notes due 2009;
(viii)	5.50% Senior Notes due 2013;

~~Note~~CENTRO ~~11: Stockholders’~~NP ~~Equity~~LLC AND SUBSIDIARIES

~~Earnings~~(AS ~~per~~SUCCESSOR ~~Share~~TO NEW PLAN EXCEL REALTY TRUST, INC. (~~EPS~~THE “PREDECESSOR”))

InNOTES ~~accordance~~TO ~~with~~CONSOLIDATED ~~the disclosure requirements of SFAS No. 128 (Note~~FINANCIAL ~~2), a reconciliation of the numerator and denominator of basic and diluted EPS is provided as follows (in thousands, except per share amounts and amounts in the footnote below):~~STATEMENTS

		Three Months Ended
(ix)	7.50% Senior Notes due 2029;
		March 31,
(x)	6.90% Senior Notes due 2028;
		2007			2006
(xi)	7.68% Senior Notes due 2026;
Basic EPS
(xii)	7.65% Senior Notes due 2026;
Numerator:
(xiii)	7.97% Senior Notes due 2026; and
Income from continuing operations		$	20,352		$	30,311
(xiv)	7.35% Senior Notes due 2007 (repaid on June 15, 2007).
Preferred dividends		(5,504		)	(5,484		)
Income available to common shares from continuing operations – basic		14,848			24,827
Income available to common shares from discontinued operations – basic		3,692			8,198
Net income available to common shares – basic		$	18,540		$	33,025
Denominator:
Weighted average of common shares outstanding		103,352			104,257
Earnings per share – continuing operations		$	0.14		$	0.24
Earnings per share – discontinued operations		0.04			0.08
Basic earnings per common share		$	0.18		$	0.32
Diluted EPS
Numerator:
Income from continuing operations		$	20,352		$	30,311
Preferred dividends		(5,504		)	(5,484		)
Minority interest in consolidated partnership		291			150
Income available to common shares from continuing operations – diluted		15,139			24,977
Income available to common shares from discontinued operations – diluted		3,692			8,198
Net income available to common shares – diluted		$	18,831		$	33,175
Denominator:
Weighted average of common shares outstanding – basic		103,352			104,257
Effect of diluted securities:
Options and contingently issuable shares		2,114			1,350
Excel Realty Partners, L.P. third party units		3,314			2,924
Convertible debt		846			—
Restricted stock		47			71
Weighted average of common shares outstanding - diluted		109,673			108,602
Earnings per share – continuing operations		$	0.14		$	0.23
Earnings per share – discontinued operations		0.03			0.08
Diluted earnings per common share		$	0.17		$	0.31

~~Note~~The -Company, ~~For~~as the ~~three~~successor ~~months~~obligor ~~ended~~on ~~March~~the 31Notes, intends ~~2007~~to ~~and~~continue ~~2006,~~to ~~there~~file ~~were~~with nothe SEC any annual reports, quarterly reports ~~stock~~and ~~options~~other documents that ~~were~~it ~~anti~~is ~~dilutive~~required to file with the SEC to the extent required under the Indentures governing the Notes.

Pursuant to the terms of the 3.75% Convertible Senior Notes due 2023, as set forth in the 1999 Indenture, as supplemented by an Officers’ Certificate, dated May 19, 2003 (the “Officers’ Certificate”) and the Supplemental Indenture, dated as of December 17, 2004 (the “Supplemental Indenture”), on April 1, 2007, the sale price condition triggering the holders’ conversion rights was satisfied as a result of the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter was greater than or equal to 120% of the applicable conversion price on such last trading day. Accordingly, pursuant to the 1999 Indenture, as supplemented by the Officers’ Certificate and the Supplemental Indenture, the 3.75% Convertible Senior Notes became convertible as of April 1, 2007 and were convertible through July 2, 2007. As such, the 3.75% Convertible Senior Notes were convertible into $1,326 per $1,000 principal amount of notes, convertible up to and including July 2, 2007 (subject in each case to the terms and conditions of the 1999 Indenture, as supplemented by the Officers’ Certificate and the Supplemental Indenture).

As of March 31, 2009, approximately $114.8 million of the $115.0 million aggregate principal amount of the 3.75% Convertible Senior Notes had been converted by the holders thereof, for an aggregate conversion price of approximately $152.2 million.

As of March 31, 2009, future expected/scheduled maturities of outstanding debt and capital lease obligations were as follows (in thousands):

2009 (remaining nine months)	$	205,870
2010	543,955
2011	181,606
2012	158,870
2013	112,501
Thereafter	521,893
Total debt maturities	1,724,695

Net unamortized premiums on mortgages	7,813
Net unamortized premiums on notes	25,763

Total debt obligations	$	1,758,271

As of December 31, 2008, the Company reported a total of $218.0 million of debt as maturing in the 2009 financial year. As shown above, as of March 31, 2009, the expected maturity of debt during 2009 has decreased to $205.9 million (a decrease of $12.1 million). This decrease is attributable mainly to the $9.4 million repayment of secured term loans (refer to discussion below under Extension and Payment of Certain Secured Term Loan Payments).

Tender Offer

On April 8, 2009, the Company completed a cash tender offer (the “Tender Offer”) pursuant to which the

~~Common~~CENTRO ~~Stock~~NP LLC AND SUBSIDIARIES

To maintain its qualification as a REIT, not more than 50% in value of the outstanding shares of the Company may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any taxable year of the Company (~~defined~~AS toSUCCESSOR ~~include~~TO ~~certain~~NEW ~~entities),~~PLAN ~~applying certain constructive ownership~~EXCEL ~~rules. To~~REALTY ~~help ensure that the Company will not fail this test~~TRUST, ~~the Company’s Articles of Incorporation provide for, among other things, certain restrictions on the transfer of common stock to prevent further concentration of stock ownership~~INC. ~~Moreover,~~(THE to evidence compliance with these requirements, the Company must maintain records that disclose the actual ownership of its outstanding common stock and will demand written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial owners of such common stock.“PREDECESSOR”))

~~Stock~~NOTES ~~Repurchases~~TO CONSOLIDATED FINANCIAL STATEMENTS

InCompany ~~October~~purchased ~~1999,~~81.06% of its outstanding 7.40% Senior Notes due September 2009 (the ~~Company~~“2009 ~~commenced~~Notes”) for aan ~~program~~aggregate toprincipal ~~repurchase~~amount upof to$121.6 million. The outstanding principal on the 2009 Notes was $75150.0 million as of ~~the~~March 31, 2009. ~~Company’s~~Holders ~~outstanding~~who ~~common~~validly ~~stock~~tendered ~~from~~and ~~time~~did tonot ~~time~~validly ~~through~~withdraw ~~periodic~~their ~~open market~~2009 ~~transactions~~Notes on or ~~through~~prior ~~privately~~to ~~negotiated~~5:00 p.m., ~~transactions~~New York City time, ~~which~~on ~~program~~Friday, April 3, ~~expired~~2009 on(the ~~December~~“Expiration 31Date”) were eligible to receive $930.00 per $1,000 principal ~~2005~~amount of 2009 Notes (the “Tender Consideration”). ~~Through~~The deadline for the Tender Offer was ~~December~~initially ~~31,~~set ~~2005,~~to ~~approximately~~expire 2on Monday,~~150~~ March 23,~~000~~ ~~shares~~2009, ~~were~~but ~~repurchased~~was ~~and~~subsequently extended ~~retired~~to the Expiration Date. Holders atof an2009 ~~average~~Notes ~~purchase~~who ~~price~~validly oftendered, ~~$15.30~~and ~~per~~did ~~share. In~~not ~~February~~validly ~~2006~~withdraw, their 2009 Notes before the ~~Company~~Expiration ~~renewed~~Date also received accrued and unpaid interest on their 2009 Notes purchased pursuant to the Tender Offer from the last interest ~~repurchase~~payment ~~program~~date to, ~~provide~~but not including the payment date for the ~~repurchase~~2009 ofNotes purchased upin tothe ~~$75~~Tender Offer, which occurred on April 8, 2009.0 The ~~million~~2009 ofNotes purchased pursuant to the ~~Company’s~~Tender ~~outstanding~~Offer ~~common~~were ~~stock~~cancelled and retired. Proceeds from ~~time~~a todistribution ~~time~~from ~~through~~the ~~periodic~~Residual ~~open market~~Joint ~~transactions~~Venture or(as described ~~through~~below) ~~privately~~and ~~negotiated~~an ~~transactions. Through~~equity ~~March~~contribution ~~31,~~from ~~2007,~~Super noLLC ~~shares~~funded ~~have~~from ~~been~~the ~~repurchased~~Residual ~~under~~Credit ~~the~~Facility ~~renewed~~(as ~~common~~defined ~~stock~~and ~~repurchase~~described ~~program~~below) were used to pay the bondholders under the Tender Offer.

InResidual ~~September~~Credit 2006, the Company obtained separate authorization to repurchase up to an additional $75.0 million of its common stock in connection with the September 2006 Debt Offering (see Note 8). Concurrently with the September 2006 Debt Offering, pursuant to such separate authorization, 1,863,600 shares were repurchased and retired at an average purchase price of $26.83 per share (approximately $50.0 million in aggregate value). Due to the fact that the Company completed the offering on September 19, 2006, no additional repurchases may be made pursuant to this authorization.Facility

~~Preferred~~On January 15, ~~Stock~~2009, certain subsidiaries of Centro NP Residual Holding LLC (the “Residual Joint Venture”), entered into a credit facility (the “Residual Credit Facility”) with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto, pursuant to which they may borrow up to $370.0 million. The Residual Credit Facility is collateralized by properties that were contributed by the Company and now owned by the borrowers under the Residual Credit Facility and certain other subsidiaries of the Residual Joint Venture and has a maturity date of December 31, 2010. The Residual Credit Facility is guaranteed by Super LLC, the Residual Joint Venture and Centro NP Residual Holding Sub 1, LLC, a subsidiary of the Residual Joint Venture and the 100% owner of each of the borrowers under the Residual Credit Facility. An initial draw on the Residual Credit Facility in the amount of approximately $150.0 million was used for the repayment of a portion of the Super Bridge Loan (as described below), the payment of the DownREIT Partnership Redemption Obligation (as defined and described in Note 12) and the payment of the Secured Term Loan Payments (as described below). The remaining proceeds of the Residual Credit Facility may be used for development and redevelopment of certain properties, the payment of certain maturing debt and general corporate cash needs. However, the Company does not control the Residual Joint Venture and cannot cause the Residual Joint Venture to make a draw under the Residual Credit Facility or to distribute the proceeds therefrom. The Amended July 2007 Facility will cross-default upon any default of the Residual Credit Facility.

AsExtension of ~~March 31,~~ ~~2007,~~Super ~~the Company has 8,000,000 Series E depositary shares~~Bridge ~~outstanding, each representing a 1/10 fractional interest of a share of 7.625% Series E Cumulative Redeemable Preferred Stock (the “Preferred E Shares”).~~Loan

AsOn ~~of March~~January 3115, ~~2007~~2009, ~~the~~Super ~~Company~~LLC ~~also~~entered into ~~has~~a ~~1,500,000~~second ~~Series~~amended Dand ~~depositary~~restated ~~shares~~loan agreement with JPMorgan Chase Bank, ~~outstanding~~N.A., ~~each~~as ~~representing~~administrative aagent, ~~1/10~~with ~~fractional~~an ~~interest~~approximate inoutstanding abalance ~~share~~ of 7$1.8%9 ~~Series~~billion D(the ~~Cumulative~~“Super ~~Voting~~Bridge ~~Step-Up~~Loan”). Proceeds ~~Premium~~from ~~Rate~~distributions ~~Preferred~~from ~~Stock (~~the ~~“Preferred~~Residual Joint Venture (as Ddescribed ~~Shares”~~above), ~~which~~that ~~are~~were ~~redeemable~~funded atwith ~~the~~borrowings ~~option~~from of the ~~Company~~Residual ~~on or after June~~Credit ~~15,~~Facility ~~2007~~were atused ato ~~liquidation~~repay ~~preference of~~ $~~500~~133.005 ~~per~~million ~~share. The~~of ~~Preferred~~the Doutstanding ~~Shares~~balance ~~pay dividends~~leaving ~~quarterly~~an atapproximate ~~the~~outstanding ~~rate~~balance of 7$1.8%75 ofbillion. The ~~the~~maturity ~~liquidation~~date ~~preference~~has ~~per~~been ~~annum~~extended ~~through~~to December 31, ~~September~~2010 ~~2012~~ and at the ~~rate~~applicable margin of 91.875% ofremains ~~the~~unchanged ~~liquidation~~from ~~preference per annum thereafter. Beginning in~~ the ~~third~~previously ~~quarter~~negotiated ~~of 2004, in accordance with~~ applicable ~~accounting~~margin ~~rules,~~under ~~and~~the asPrior ~~a result~~Super ofBridge ~~the~~Loan. The ~~“step-up”~~Company ofis ~~the~~not ~~dividend~~an toobligor ~~9.8%~~under of the ~~liquidation preference~~Super ~~beginning~~Bridge inLoan ~~2012,~~but the ~~Company~~Amended ~~recorded~~July 2007 ~~quarterly~~Facility ~~non~~will cross-~~cash~~default ~~increases~~upon ~~to the~~any ~~current~~default ~~dividend~~of ~~payable. For~~ the ~~three months~~Super ~~ended~~Bridge ~~March 31, 2007, the Company recorded total, non-cash increases of approximately $0~~Loan.~~2 million.~~

Preston Ridge Facility

BPR Shopping Center, LLC (“BPR LLC”) is a subsidiary of the Residual Joint Venture. On January 15, 2009, BPR LLC entered into an amended and restated loan agreement (the “Amended and Restated Preston Ridge Facility”) with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto, which amended and restated the $105.0 million credit facility entered into by BPR LLC on February 14, 2008, with JPMorgan Chase Bank, N.A. (as agent and a lender) and the other lenders party thereto. The Amended and Restated Preston Ridge Facility, among other things, extended the maturity date to December 31, 2010. The applicable margin under the Amended and Restated Preston Ridge Facility remained unchanged. The Amended and Restated Preston Ridge Facility has an outstanding balance of $105.0 million and no additional amounts may be drawn. The

~~Stock~~CENTRO ~~Based~~NP ~~Compensation~~LLC AND SUBSIDIARIES

~~Stock~~(AS SUCCESSOR ~~Options~~TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

InNOTES ~~December 2004, the FASB issued Statement No. 123~~TO ~~(Revised~~CONSOLIDATED ~~2004),~~FINANCIAL Share-Based Payment (“SFAS No. 123(R)”), which is a revision of Statement No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”). SFAS No. 123(R) supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“Opinion 25”). Generally, the approach to accounting for stock-based compensation in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all stock-based compensation to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Pro-forma disclosure is no longer an alternative under SFAS No. 123(R).STATEMENTS

~~SFAS~~Amended ~~No.~~July 2007 ~~123(R)~~Facility ~~became~~will ~~effective~~cross-default ~~for~~upon ~~fiscal years~~any ~~beginning~~default ~~after December 31, 2005. The Company adopted the provisions~~ of ~~SFAS No. 123(R) using~~ the ~~modified prospective~~Amended transition method during the first quarter of 2006. Under the modified prospective transition method, compensation cost is recognized beginning with the adoption date (i) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the adoption date and ~~(ii)~~Restated ~~based~~Preston onRidge ~~the requirements of SFAS No~~Facility. ~~123 for all awards granted to employees prior to the adoption date of SFAS No. 123(R) that remain unvested on the effective date.~~

~~During the three months ended March 31, 2007 and 2006,~~Cross-defaulting ~~the Company recorded approximately $0.8 million and $0.3 million~~ of ~~amortization~~ of deferred compensation related to stock-based compensation, respectively. For the three months ended March 31, 2007, the expense includes approximately $0.4 million related to stock options and approximately $0.4 million for restricted stock grants. For the three months ended March 31, 2006, the expense includes approximately $0.1 million related to stock options and approximately $0.2 million for restricted stock grants. Deferred compensation is recorded as a reduction to additional paid in capital.Debt

~~Prior~~The toAmended ~~the adoption~~and ofRestated ~~SFAS~~Preston ~~No. 123(R), the Company accounted for its stock-based~~Ridge ~~compensation~~Facility ~~under the provisions of Statement No. 148, Accounting for Stock-Based Compensation — Transition~~ and ~~Disclosure~~Residual —Credit anFacility ~~amendment~~ of ~~FAS 123 (“SFAS No. 148”), which was issued in December 2002. SFAS No. 148 provides alternative transition methods for a voluntary change to~~ the ~~fair~~Residual ~~value~~Joint ~~basis of accounting for stock-based employee compensation. However~~Venture, SFAS No. 148 does not permit the use of the original SFAS No. 123 prospective method of transition for changes to fair value based methods made in fiscal years beginning after December 15, 2003. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and ~~interim financial statements about~~ the ~~method of accounting for~~ ~~stock-based~~Super ~~employee~~Bridge ~~compensation,~~Loan ~~a description~~ of ~~the~~Super ~~transition~~LLC ~~method utilized and the effect of the method used on reported results. The transition and annual disclosure provisions of SFAS No. 148~~ are tocross-defaulted bewith ~~applied for fiscal years ending after December 15, 2002. The interim disclosure provisions of SFAS No. 148 are effective for~~ the ~~first~~Amended ~~interim period beginning after December 15, 2002.~~July 2007 ~~In January 2003, the Company adopted the prospective method provisions of SFAS No~~Facility. 148, which apply the recognition provisions of SFAS 123 to all employee stock awards granted, modified or settled after January 1, 2003. The adoption of SFAS No. 148 did not have a material impact on the consolidated financial statements of the Company.

~~With~~An ~~respect~~Event-of-Default tounder the ~~Company’s~~Indentures ~~stock~~will ~~options~~trigger ~~which~~an ~~were granted prior to 2003, the Company accounted for stock~~event-~~based~~of-default ~~compensation~~of ~~using~~all ~~the~~debt ~~intrinsic value method~~arrangements ~~prescribed~~mentioned indirectly ~~Opinion 25 and related interpretations~~above. ~~Under~~An ~~Opinion~~event ~~25, compensation cost is~~of ~~measured~~default ason ~~the excess, if~~ any, of the ~~quoted market price of the~~ Company’s ~~stock~~ atdebt ~~the~~will ~~date~~result ofin ~~grant~~acceleration ~~over the exercise price~~ of the ~~option granted. Compensation cost for stock options, if any,~~ isrepayment ~~recognized ratably over the vesting period. The Company’s policy is to grant options with an exercise price equal to the quoted closing market price~~ of the ~~Company’s stock on the business day preceding the grant date~~Indentures. ~~Accordingly, no~~There ~~compensation cost has~~ have been ~~recognized~~no ~~for~~instances ~~the years ending December 31, 2004 and 2003 under the Company’s stock option plans for the granting~~ of ~~stock options~~default ~~made prior to December 31, 2002. Beginning in August 2005, as a result~~ of ~~the~~debt ~~amendments~~obligations towhere ~~the stock options discussed above, and to the extent the stock options have not vested, all stock~~cross-~~based~~default ~~compensation previously accounted for under Opinion 25 was~~provisions ~~revalued~~exist ~~under~~with ~~the~~certain ~~fair~~debt ~~value methods of SFAS No~~obligations. ~~123.~~

Prohibition on Incurring Additional Indebtedness

Due to certain covenants and restrictions contained in certain of the Company’s debt agreements, the Company is currently prohibited from incurring additional indebtedness.

Collateralization of Super Bridge Loan Debt

It should be noted that as of March 31, 2009 and since April 20, 2007, the Super Bridge Loan (totaling $1.8 billion) as of March 31, 2009 of the Company’s parent, Super LLC is collateralized by its 100% membership interest in the Company. It is also collateralized by certain assets held by the Residual Joint Venture.

Extension and Payment of Certain Secured Term Loan Payments

Secured term loan payments in the aggregate amount of $9.4 million were due to be paid on November 6, 2008, by CA New Plan Venture Fund, LLC, CA New Plan Venture Fund Texas I, L.P., CA New Plan Acquisition Fund, LLC, CA New Plan Acquisition Fund Louisiana, LLC, CA New Plan Venture Direct Investment Fund, LLC and CA New Plan DIF Texas I, L.P. (collectively, the “CA New Plan Entities”) in connection with three loan agreements entered into in connection with the acquisition of ownership interest in CA New Plan Venture Fund LLC, CA New Plan Acquisition Fund LLC, and CA New Plan Direct Investment Fund, LLC in November 2007. The CA New Plan Entities entered into amendments on November 5, 2008, December 15, 2008, and January 15, 2009 to their respective loan agreements with Bank of America, N.A. (“Bank of America”), the lender under such loans, extending the payment dates for the $9.4 million due from November 6, 2008 to within five business days of January 15, 2009 in order to permit the Company and Bank of America to discuss global resolutions of such debt together with the other Bank of America debt that came due on January 15, 2009. Proceeds from a distribution from the Residual Joint Venture and an equity contribution from Super LLC that were funded with borrowings from the Residual Credit Facility were used to pay the secured term loan payments on January 23, 2009. The amendments also extended the maturity dates of the three loan agreements totaling $118 million to December 31, 2010.

Certain Lockboxes Controlled by Lenders

In the instance of mortgage loans totaling $144.8 million, the Company is required to maintain lock-boxes for receipt of all revenue relating to the properties in which the mortgages are collateralized over. These lock-boxes are controlled by the respective lenders. The Company was required to submit to the lender a budget of operating expenditures which was approved by each of the respective lenders. Each month, the Company is entitled to request funds from the lock-boxes in accordance with the approved budgeted operating expenditures. All additional revenue, after payment of interest, required principal repayment and maintenance of insurance and real estate tax escrows is taken as a reduction to the mortgage principal balance. The additional revenue received into the lock-boxes is not available to the Company.

Note 11: Risk Management and Use of Financial Instruments

Risk Management

In the normal course of its on-going business operations, the Company encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk on its interest-bearing liabilities. Credit risk is the risk of default on the Company’s operations and tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of the properties held by the Company due to changes in interest rates or other market factors.

~~The~~CENTRO ~~Company~~NP ~~currently~~LLC ~~has~~AND one active stock option plan pursuant to which stock options have been granted to purchase shares of common stock of the Company to officers, directors, and certain employees of the Company. Previously, options remained outstanding under three terminated stock option plans, and under two option grants made to the Company’s Chief Executive Officer in February 2000. These prior outstanding option grants are now incorporated under the active stock option plan. The active plan is the 2003 Stock Incentive Plan, as amended and restated effective July 14, 2005 (the “2003 Plan”), which provides for the grant of stock options, stock grants and certain other types of stock based awards to officers, directors and certain employees of the Company. The exercise price of stock options granted pursuant to the 2003 Plan is required to be no less than the fair market value of a share of common stock on the date of grant. The vesting schedule and other terms of stock options granted under the 2003 Plan are determined at the time of grant by the Company’s executive compensation and stock option committee. As of March 31, 2007, approximately 1.5 million shares were available for stock option grants and 0.6 million shares were available for stock grants or other types of stock based awards other than stock option grants (and to the extent that any such stock grants or other types of stock based awards are issued, then there is a share for share reduction in the number of shares available for stock option grants) under the 2003 Plan. The stock options outstanding under the 2003 Plan, at March 31, 2007, had exercise prices ranging from $11.35 to $30.03 and a weighted average remaining contractual life of approximately 6.3 years. The total amount of option shares exercisable under the 2003 Plan, at March 31, 2007, was approximately 2.8 million.SUBSIDIARIES

~~The Company uses the Black-Scholes-Merton closed-form model~~ (~~“Black-Scholes option pricing model”), which uses the assumptions~~AS ~~detailed~~SUCCESSOR inTO ~~the~~NEW ~~following~~PLAN ~~table,~~EXCEL toREALTY value its stock option and restricted stock grants. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options are expected to be outstanding. The risk-free rates for periods within the contractual life of the option are based on the U.S. Treasury yield curve in effect at the time of grant. The Company’s use of the Black-Scholes option pricing model requires extensive use of accounting judgment and financial estimatesTRUST, including estimates of the expected term employees will retain their vested stock options before exercising them, the estimated volatility of the Company’s common stock price over the expected term, and the number of options that will be forfeited prior to the completion of the vesting requirementsINC. ~~Application~~ of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation, and consequently, significantly different amounts recognized in the Consolidated Statements of Operations. The provisions of SFAS No. 123(R)THE ~~apply to new stock option grants and stock options outstanding, but not yet vested, on the date the Company adopted SFAS No. 123(R~~“PREDECESSOR”).)

~~The~~NOTES ~~Company believes that the use of the Black-Scholes~~TO ~~option~~CONSOLIDATED ~~pricing~~FINANCIAL model meets the fair value measurement objectives of SFAS No. 123(R) and reflects all substantive characteristics of the instruments being valued. The following table represents the assumptions used for the Black-Scholes option-pricing model to determine the per share weighted average fair value of $2.86 for options granted during the three months ended March 31, 2007, and the fair value of $2.02 for options granted during the three months ended March 31, 2006:STATEMENTS

	March 31, 2007	March 31, 2006
Expected dividend yield	5.40%	6.50%
Risk-free interest rate	4.46% – 4.76%	4.65% – 4.75%
Expected volatility	18.00%	18.00%
Expected life in years	1.5 years – 5.5 years	1.5 years – 5.5 years

Management of Market Risk

As a real estate company, the Company is subject to all of the risks associated with owning and operating real estate. The value of the Company’s real estate investments is driven by market conditions, including the financial stability of tenants, demand for properties/rental space and changes in market rental rates.

Current and forecast retail market conditions are not overly positive. However, the Company manages this market risk through a high weighting of non-discretionary spending tenants, such as grocery stores, drug stores, geographic diversification of properties and selection of properties in areas with customer catchments with strong economic demographics. It is possible that if the Company is required to dispose of real estate assets in the near term and in an other than ordinary transaction to assist with the Company’s liquidity position, those real estate assets could be sold at a loss.

Use of Derivative Financial Instruments

The Company’s use of derivative instruments is, and was, primarily limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to manage the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of their high credit ratings, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not use derivative instruments to hedge credit/market risk.

The Company had two reverse arrears swap agreements. The reverse arrears swap agreements effectively convert the interest rate on $65.0 million of the Company’s debt from a fixed rate to a blended floating rate of 30 basis points over the six-month LIBOR rate. The two reverse arrears swap agreements terminate on February 1, 2011. Both of these swaps were cash settled on August 6, 2008 for approximately $0.4 million.

Post Merger, these reverse arrears swaps did not qualify for hedge accounting treatment under SFAS No. 133. Gains and losses pertaining to derivatives are included in “Interest expense” on the Company’s Consolidated Statements of Operations and Comprehensive Income/(Loss). This includes mark-to-market adjustments of open contracts as well as periodic settlements.

During the three months ended March 31, 2009, the Company entered into five interest rate cap agreements on $470 million of debt expiring on December 31, 2010. The Company would receive a payout under the terms of the cap if the one-month LIBOR rate exceeds 2.60%. The objective for holding these derivative financial instruments is to provide protection against an increase in LIBOR rates. It is also noted that the Company entered into these interest rate cap agreements as a requirement of the Company’s lender in extending certain debt through December 31, 2010. During the three months ended March 31, 2009, the one-month LIBOR rate did not exceed the cap rate and therefore no payments were received. The following table summarizes the terms and fair values of the Company’s derivative financial instruments at March 31, 2009 (dollars in thousands). The notional amounts at March 31, 2009 provide an indication of the extent of the Company’s involvement in these instruments at that time, but do not represent exposure to credit, interest or market risks:

Hedge Product	Hedge Type	Notional Amount		Strike		Maturity	Fair Value
Interest Rate Cap	Interest Rate	$	62,862	2.60	%	12/31/2010	$	25
Interest Rate Cap	Interest Rate	13,014		2.60	%	12/31/2010	5
Interest Rate Cap	Interest Rate	32,824		2.60	%	12/31/2010	13
Interest Rate Cap	Interest Rate	306,500		2.60	%	12/31/2010	122
Interest Rate Cap	Interest Rate	55,000		2.60	%	12/31/2010	22
Total		$	470,200				$	187

Derivative financial instruments are included in Other Assets in the face of the balance sheet. The cost to acquire these derivative financial instruments was approximately $1.4 million. The difference between the purchase

~~The~~CENTRO ~~following~~NP ~~table~~LLC ~~summarizes~~AND ~~information concerning outstanding and exercisable options as of March 31, 2007, after giving effect to the amendment described above:~~SUBSIDIARIES

	OPTIONS OUTSTANDING			OPTIONS EXERCISABLE
Exercise Price	Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Currently Exercisable	Weighted Average Exercise Price
$11.35	695,721	2.9 years		695,721
$12.23	16,942	3.2 years		16,942
$12.40	63,254	3.5 years		63,254
$13.71	236,411	4.0 years		236,411
$15.15	18,071	4.2 years		18,071
$16.97	441,979	5.9 years		275,696
$17.41	23,152	5.2 years		23,152
$17.60	132,121	2.1 years		132,121
$17.70	648,048	5.0 years		504,982
$17.77	16,940	2.2 years		16,940
$18.45	34,165	6.2 years		34,165
$21.08	36,425	7.2 years		36,425
$22.75	565,094	7.9 years		218,087
$23.11	549,631	6.9 years		307,176
$23.61	36,250	8.2 years		36,250
$23.85	38,684	8.2 years		38,684
$25.05	843,000	8.9 years		168,600
$30.03	388,155	9.9 years		—
Total	4,784,043	6.3 years	$20.05	2,822,677	$16.53

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

~~Stock~~NOTES ~~option~~TO ~~activity~~CONSOLIDATED isFINANCIAL ~~summarized as follows:~~STATEMENTS

	Option Shares		Weighted Average Exercise Price Per Share
Outstanding at December 31, 2006	4,436,578		$	19.17
Granted	388,155		$	30.03
Exercised	(35,892	)	$	19.33
Forfeited	(4,798	)	$	22.88
Outstanding at March 31, 2007	4,784,043		$	20.05
Options exercisable at March 31, 2007	2,822,677		$	16.53

price of these derivative financial instruments and fair value at March 31, 2009 is included in the income statement.

~~Certain~~Concentration of ~~the~~ ~~Company’s~~Credit ~~option grants vest upon satisfaction of annual performance/market criteria, while other grants vest over time.~~Risk

~~Restricted~~A ~~Stock~~concentration of credit risk arises in the Company’s business when a ~~Awards~~national or regionally-based tenant occupies a substantial amount of space in multiple properties owned by the Company. In that event, if the tenant suffers a significant downturn in its business, it may become unable to make its contractual rent payments to the Company, exposing the Company to a potential loss in rental revenue that is magnified as a result of the tenant renting space in multiple locations. The Company regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk.

~~During~~Risks ~~the~~Associated ~~three months~~with ~~ended~~Liquidity March 31, 2007, the Company granted 99,655 restricted shares of common stock to certain employees. Of these shares, one-third were scheduled to vest proportionately over five years, commencing on June 30, 2008, and then on the next four succeeding anniversary dates of the date of grant, which was February 27, 2007. The balance of the restricted shares were scheduled to vest proportionately over the same five year period upon satisfaction of annual performance/market criteria established each year by the Company’s executive compensation and stock option committee.Position

The Company presently has $306.5 million of debt under its Amended July 2007 Facility which is scheduled to mature on December 31, 2010. During the remaining nine months of 2009, the Company has an aggregate of $180.0 million of mortgage debt, notes payable and credit facilities scheduled to mature plus $25.3 million of scheduled mortgage amortization payments. The $180 million of debt maturities includes $150 million in unsecured notes payable that were subject to a tender offer. Refer to discussion above under Tender Offer. An event of default caused by the non-payment of this debt upon maturity may result in a default under our public indentures. Such event of default will result in a default of the Super Bridge Loan and the Residual Credit Facility. Refer to the discussion above about the cross-defaulting of debt arrangements.

In addition, covenants contained in certain of the Company’s indebtedness significantly constrain the Company’s ability to incur additional debt in the short-term. In connection with the Supplement to the Amended July 2007 Facility, the Company is no longer permitted to make draws under the Amended July 2007 Facility, and is limited to financing any development costs from distributions received from the Residual Joint Venture, and equity contributions from Super LLC, that are funded with borrowings from the Residual Credit Facility and certain asset sale proceeds. However, given that the Company does not control the Residual Joint Venture, such funding to fulfill liquidity needs cannot be guaranteed.

The Company’s ultimate parent investors (CPT and CPL) are also dealing with significant liquidity/refinancing issues. Due to the financial constraints of the Company’s ultimate parent investors, it is unlikely that they will be able to make additional equity contributions to alleviate the Company’s short-term liquidity issues.

Note 12: Non-Controlling Interests in Consolidated Partnerships

The main component of non-controlling interests in consolidated partnerships and joint ventures pertain to the preferred unitholders in the DownREIT partnership. In accordance with the guidance provided in EITF D-98, this component of non-controlling interests in consolidated partnerships is required to be classified as mezzanine equity. Such classification is required given the preferred unitholders to redeem their units at anytime for cash. Refer to discussion further below. In 1995, the DownREIT Partnership, a consolidated entity, was formed to own certain real estate properties. A wholly owned subsidiary of the Company is the sole general partner of the DownREIT Partnership and is entitled to receive 99% of all net income and gains before depreciation, if any, after the limited partners receive their preferred cash and gain allocations. Properties have been contributed to the DownREIT Partnership in exchange for cash, the assumption of mortgage indebtedness and limited partnership units (which may be redeemed at stipulated prices for cash).

In connection with the DownREIT Merger, each unit of limited partnership interest in the DownREIT Partnership (a “DownREIT Unit”) who elected to do so was converted, without any action on the part of the holder, into the right to receive one fully-paid Class A Preferred Unit, without interest, of the surviving partnership (the “Preferred Unit Consideration”). In lieu of the Preferred Unit Consideration, holders of DownREIT Units were offered the opportunity to elect to receive cash in an amount equal to the Offer Price per DownREIT Unit, as adjusted (the “Cash Consideration”). The holders of DownREIT Units that elected to receive the Cash

~~During~~CENTRO ~~the three~~NP ~~months~~LLC ~~ended~~AND March 31, 2007, the Company also granted 14,900 restricted shares of common stock to members of its Board of Directors. Of these shares, half were scheduled to vest proportionately over five years, commencing on June 30, 2008, and then on the next four succeeding anniversary dates of the date of grant, which was February 27, 2007. The balance of the restricted shares were scheduled to vest proportionately over the same five year period upon satisfaction of annual performance/market criteria established each year by the Company’s executive compensation and stock option committee.SUBSIDIARIES

~~For accounting~~(AS ~~purposes,~~SUCCESSOR ~~the~~TO ~~Company~~NEW ~~measures~~PLAN ~~compensation~~EXCEL ~~costs~~REALTY ~~for~~TRUST, ~~restricted shares in accordance with the provisions of SFAS No~~INC. ~~123~~(~~R),~~THE ~~as discussed above.~~“PREDECESSOR”))

~~The~~NOTES ~~following~~TO ~~table~~CONSOLIDATED ~~reports~~FINANCIAL ~~restricted stock activity during the three months ended March 31, 2007:~~STATEMENTS

	Number of Shares		Intrinsic Value
Unvested Shares at December 31, 2006	148,838		$	4,090,068
Granted	114,555
Vested and Distributed	(32,314	)	$	1,072,825
Forfeited	—
Unvested Shares at March 31, 2007	231,079		$	7,632,539

Consideration ceased to be limited partners of the DownREIT Partnership. In connection with the DownREIT Merger, holders of 752,187 DownREIT Units, as adjusted, elected to receive the Cash Consideration, and holders of 2,643,870 DownREIT Units, as adjusted, elected, or were deemed to have elected, to receive the Preferred Unit Consideration. As a result, following the consummation of the DownREIT Merger, there were 2,643,870 Class A Preferred Units outstanding and not owned by Centro NP or its affiliates. Holders of these Class A Preferred Units have a redemption right for their Class A Preferred Units which became exercisable starting April 20, 2008. Each Class A Preferred Unit is redeemable for $33.15 plus all accrued and unpaid distributions.

AsThe DownREIT Partnership entered into agreements (the “ERP Redemption Agreements”) in June 2008 with twelve limited partners with respect to the redemption of ~~March~~each ~~31,~~limited ~~2007,~~partner’s ~~there~~outstanding ~~was~~Class A ~~approximately~~Preferred Units for an aggregate amount of $644.59 million of ~~total~~which ~~unrecognized~~$9.4 ~~compensation~~million remained outstanding as of December 31, ~~cost~~2008 ~~related~~(the to“DownREIT ~~non-vested~~Partnership ~~stock-based~~Redemption ~~compensation~~Obligation”). On ~~arrangements~~August 29, ~~specifically~~2008, one of the limited ~~previously~~partners ~~granted~~party ~~shares~~to an ERP Redemption Agreement entered into an agreement with the DownREIT Partnership revoking the redemption of ~~restricted~~its ~~stock~~then outstanding remaining Class A Preferred Units and ~~options~~electing to retain such units. ~~That~~On ~~cost~~September 12, ~~was~~2008, ~~expected~~November 25, 2008 and December 12, 2008, the DownREIT Partnership entered into amendments to bethe ~~recognized~~ERP ~~over~~Redemption Agreements with the remaining eleven limited partners who had elected to redeem their Class A Preferred Units which provided for, among other things, an extension of the redemption date of the DownREIT Partnership Redemption Obligation ultimately to January 15, 2009. Additionally, on November 11, 2008, another Class A Preferred Unit Holder (separate to the previously discussed twelve limited partners that had made a ~~weighted-average~~redemption ~~period~~election) elected to redeem substantially all of 2its Class A Preferred Units.0 Such ~~years~~units were redeemed in exchange for the fee interest in a property. As of March 31, 2009, no other limited partners with Class A Preferred Units have made a redemption election. Such redemption election may be made at any time and the Company is required to make such redemption on the second to last business day of the quarter in which such election is made, provided that the Company receives the redemption election at least ten business days prior to such date.

~~Other~~On ~~Stock~~January 15, ~~Awards~~2009, the Company paid in full the DownREIT Partnership Redemption Obligation using proceeds from distributions from the Residual Joint Venture that were funded with borrowings from the Residual Credit Facility. As of December 31, 2008, the DownREIT Partnership Redemption Obligation is shown as a liability of “Redemption Rights” in the Consolidated Balance Sheet.

~~During~~SFAS ~~the~~No. 150, Accounting ~~three~~for Certain Financial Instruments with ~~months~~Characteristics ~~ended~~of ~~March~~both ~~31,~~Liabilities ~~2007~~and Equity, requires that DownREIT Partnership Class A Preferred Units that became mandatorily redeemable by the Company ~~also~~pursuant ~~granted~~to ~~1,350~~the ~~shares~~terms of ~~common~~the DownREIT Partnership ~~stock~~Agreement, toshould ~~members~~be ofclassified ~~its~~as ~~Board~~a ofliability ~~Directors~~in the consolidated financial statements. DownREIT Partnership Class A ~~These~~Preferred ~~shares~~Units ~~vested~~become ~~immediately~~mandatorily ~~upon~~redeemable ~~grant~~when the holder elects to redeem the units. ~~For~~As ~~accounting~~of ~~purposes~~December 31, ~~the~~2008, 283,127 ~~Company~~units ~~measured compensation~~had ~~costs~~been ~~for~~redeemed ~~these~~by ~~shares~~holders aswhich ofwere ~~the~~yet ~~date~~to ofbe ~~grant~~paid. Accordingly, ~~and~~$9.4 ~~expensed~~million ~~such~~of the total ~~amounts~~redemption ~~against~~amount ~~earnings~~payable onrelating to the ~~grant~~DownREIT ~~date.~~Partnership Class A ~~Such~~Preferred ~~amounts~~Units ~~appear~~were onclassified ~~the~~as ~~Company’s~~a ~~Consolidated~~liability ~~Statements~~as of ~~Income~~ December 31, 2008 and are ~~Comprehensive~~referred ~~Income~~to ~~under~~above ~~“General~~as ~~and~~the ~~administrative~~DownREIT Partnership Redemption Obligation.”

~~Pursuant~~DownREIT toPartnership ~~the~~unit ~~terms~~information ofis ~~the~~summarized ~~New Plan Excel Realty Trust, Inc. 2006 Long-Term Out-Performance Compensation Plan (“Out-Performance Plan”), the Company’s executive officers (~~as of March 31, 2007), other than Glenn Rufrano, the Company’s Chief Executive Officer, and William Newman, the Company’s Chairman of the Board of Directors, were to be entitled to receive an award of common stock in the event that over either a four or five year performance period ending December 31, 2009 or December 31, 2010, respectively, either of two specified performance criteria were achieved. The value of the common stock award will vary based on the level of performance achieved, but the maximum award of common stock that can be achieved is $12.0 million. The compensation expense of approximately $3.5 million associated with this award will be recognized ratably over the service period.follows:

Pursuant to the terms of the Company’s employment agreement with Mr. Rufrano, he was scheduled to receive an award of common stock in the event that over either a four or five year performance period, ending February 22, 2009 or February 22, 2010, respectively, either of two specified criteria were achieved. The value of the common stock award will vary based on the level of performance achieved, but the maximum award of common stock that can be achieved is $6.0 million. The compensation expense of approximately $2.2 million associated with this award will be recognized ratably over the service period.

	Limited Partner Units
Outstanding at December 31, 2008	1,023,486
Issued	—
Redeemed	(283,127	)

Outstanding at March 31, 2009	740,359

The changes in redeemable non-controlling interests for the year ended December 31, 2008 and the three months ended March 31, 2009 and March 31, 2008 are shown below (in thousands):

~~The~~CENTRO ~~Company used a Monte Carlo analysis to value the~~NP ~~Out-Performance~~LLC ~~Plan~~AND ~~and Mr. Rufrano’s performance award. The Monte Carlo analysis is a simulation exercise designed to arrive at a value for a variable, such as the expected value of an award on the valuation date.~~SUBSIDIARIES

~~Dividend~~(AS ~~Reinvestment~~SUCCESSOR ~~Plan~~TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

~~The~~NOTES ~~Company has a~~TO ~~Dividend~~CONSOLIDATED ~~Reinvestment~~FINANCIAL and Share Purchase Plan whereby shareholders may invest cash distributions and make optional cash payments to purchase shares of the Company’s common stock. The additional shares currently are issued directly by the Company.STATEMENTS

Deferred Compensation Plan

	Three Months Ended March 31, 2009			Year Ended December 31, 2008			Three Months Ended March 31, 2008
Balance at beginning of period:	$	25,051		$	83,214		$	83,214
Distributions to non-controlling interests	(877		)	(3,288		)	(1,292		)
Redemptions of non-controlling interests	—			(59,329		)(1)	—
Net loss	368			4,454			1,586
Ending Balance	$	24,542		$	25,051		$	83,508

~~Effective July~~ (1~~, 2004,~~) As ~~the Company adopted a deferred compensation plan which was amended and restated as~~ of ~~January~~December 31, 12008, ~~2005~~$9. ~~The~~4 ~~purpose~~million of ~~the~~DownREIT ~~plan~~Partnership isRedemption toObligation ~~provide~~remained ~~participants~~unpaid ~~with the opportunity to defer receipt of a portion of their salary, bonus~~ and ~~other specified cash and~~were ~~equity-based~~accounted ~~compensation. Eligibility~~ for ~~the plan is determined at the sole discretion of the Company’s Executive Compensation and Stock Option Committee. The Company has established grantor trusts, also known~~ as Rabbi Trusts, to act as vehicles for accumulating the assets needed to pay the promised benefit. As of March 31, 2007, the assets under the plan, which are reflected in Prepaid expenses and deferred charges on the Company’s Consolidated Balance Sheets, and the corresponding liabilities ~~under the plan, which are reflected~~ in ~~Other~~accordance ~~liabilities~~with onSFAS ~~the Company’s Consolidated Balance Sheets, were approximately $4~~No.~~1 million~~ 150. ~~Expenses for the three ended March 31, 2007 were immaterial.~~

Note 12 13: Commitments and Contingencies

General

The Company is not presently involved in any material litigation arising outside the ordinary course of its business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which is believed to be material in light of reserves taken by the Company. In connection with a specific tenant litigation, and based upon certain rulings occurring during the third quarter of 2005, the Company maintains an aggregate reserve of approximately $4.83 million as of March 31, ~~2007~~2009. Given the ~~increase in the reserve taken by the Company, and the~~ current status of the tenant litigation, the Company believes that any loss in excess of the established reserve would be immaterial.

Funding Commitments

In addition to the ~~joint~~ joint venture funding commitments described in Note 68 above, the Company also had the following contractual obligations as of March 31, ~~2007~~2009, none of which ~~the~~ the Company believes will have a material adverse affect on the Company’s operations:

· Letters of Credit. The Company has arranged for the provision of ~~eight~~seven separate letters of credit in connection with certain property or insurance related matters. If these letters of credit are drawn, the Company will be obligated to reimburse the providing bank for the amount of the draw. As of March 31, ~~2007~~2009, there was no balance outstanding under any of the letters of credit. If the letters of credit were fully drawn, the combined maximum amount of exposure would be approximately $1812.2 5 million. The expiration of these letters of credit may be automatically extended pursuant to the terms of the amended July 2007 facility and Bank of America, as the issuing bank under these letters of credit, has agreed not to prevent the automatic extension of such letters of credit.

· Non-Recourse Debt Guarantees. Under certain Company and joint venture non-recourse mortgage loans, the Company could, under certain circumstances, be responsible for portions of the mortgage indebtedness in connection with certain customary non-recourse carve-out provisions such as ~~environmental~~ environmental conditions, misuse of funds and material misrepresentations. As of March 31, ~~2007~~2009, the Company had mortgage loans and secured term loans outstanding of approximately $~~427~~557.6 9 million, excluding the impact of unamortized premiums, and unconsolidated ~~joint~~ joint ventures in which the Company has a direct or indirect interest had ~~mortgage~~ mortgage loans outstanding of approximately $23.0 billion. In addition, the Company has guaranteed certain construction and other obligations relative to certain joint ~~venture~~ venture development projects; however, the Company does not expect that its ~~obligations~~ obligations under such guarantees will be material if called upon.

· Leasing Commitments. The Company has entered into leases, as lessee, in connection with ground leases for shopping centers which it operates and administrative space for the Company. These leases

~~· Leasing~~CENTRO ~~Commitments. The~~NP ~~Company~~LLC ~~has~~AND entered into leases, as lessee, in connection with ground leases for shopping centers which it operates and administrative space for the Company. These leases are accounted for as operating leases. The minimum annual rental commitments for these leases during the next five fiscal years and thereafter are approximately as follows (dollars in thousands):SUBSIDIARIES

Year
2007 (remaining nine months)	$	2,806
2008	3,465
2009	3,384
2010	3,220
2011	3,119
Thereafter	41,669

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

are accounted for as operating leases. The minimum annual rental commitments for these leases during the next five fiscal years and thereafter are approximately as follows (dollars in thousands):

Year
2009 (remaining nine months)	$	638
2010	852
2011	857
2012	890
2013	894
Thereafter	14,364

· Redemption Rights. The DownREIT Partnership entered into the ERP Redemption Agreements in June 2008 with twelve limited partners with respect to the redemption of each limited partner’s outstanding Class A Preferred Units for an aggregate amount of $44.9 million, of which $9.4 million remained outstanding as of December 31, 2008 (the “DownREIT Partnership Redemption Obligation”). On August 29, 2008, one of the limited partners party to an ERP Redemption Agreement entered into an agreement with the DownREIT Partnership revoking the redemption of its remaining Class A Preferred Units and electing to retain such units. On September 12, 2008, November 25, 2008 and December 12, 2008, the DownREIT Partnership entered into amendments to the ERP Redemption Agreements with the remaining eleven limited partners who had elected to redeem their Class A Preferred Units which provided for, among other things, an extension of the redemption date of the DownREIT Partnership Redemption Obligation ultimately to January 15, 2009. Additionally, on November 11, 2008, another Class A Preferred Unit Holder (separate to the previously discussed twelve limited partners that had made a redemption election) elected to redeem substantially all of its Class A Preferred Units. Such units were redeemed in exchange for the fee interest in a property. As of March 31, 2009, no other limited partners with Class A Preferred Units have made a redemption election. Such redemption election may be made at any time and the Company is required to make such redemption on the second to last business day of the quarter in which such election is made, provided that the Company receives the redemption election at least ten business days prior to such date.

On January 15, 2009, the Company paid in full the DownREIT Partnership Redemption Obligation using proceeds from distributions from the Residual Joint Venture that were funded with borrowings from the Residual Credit Facility. As of December 31, 2008, the DownREIT Partnership Redemption Obligation is shown as a liability of “Redemption Rights” in the balance sheet.

SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, requires that DownREIT Partnership Class A Preferred Units that became mandatorily redeemable by the Company pursuant to the terms of the DownREIT Partnership Agreement, should be classified as a liability in the consolidated financial statements. DownREIT Partnership Class A Preferred Units become mandatorily redeemable when the holder elects to redeem the units. As of December 31, 2008, 283,127 units had been redeemed by holders which were yet to be paid. Accordingly, $9.4 million of the total redemption amount payable relating to the DownREIT Partnership Class A Preferred Units were classified as a liability as of December 31, 2008 and are referred to above as the DownREIT Partnership Obligation.

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, the Company may be ~~considered~~ considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may become liable for the costs of removal or remediation of certain hazardous ~~substances~~ substances released on or in their property or disposed of by them, as well as ~~certain~~ certain other potential costs which could relate to hazardous or toxic ~~substances~~ substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not the Company knew of, or was responsible for, the presence of these hazardous or ~~toxic substances. As~~ is common with community and neighborhood shopping centers, many of the Company’s properties had or have on-site dry cleaners and/or on-site gasoline facilities. These operations could potentially result in environmental contamination at the properties.

The Company is aware that soil and groundwater contamination exists at some of its properties. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline facilities). The Company is also aware that asbestos-containing materials exist at some of its properties. While the Company does not expect the environmental conditions at its properties, considered as a whole, to have a material adverse effect on the Company, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions, that any prior owner of the properties did not create a material environmental condition not known to the Company or that a material environmental condition does not otherwise exist with respect to any of the Company’s properties.

Note 13: Comprehensive Income

Total comprehensive income was $24.7 million and $39.4 million for the three months ended March 31, 2007 and 2006, respectively. The primary components of comprehensive income, other than net income, are the adoption and continued application of SFAS No. 133 to the Company’s cash flow hedges and the Company’s mark-to-market on its available-for-sale securities.

AsCENTRO ~~of March 31, 2007 and December 31, 2006, accumulated other~~NP ~~comprehensive~~LLC ~~loss~~AND ~~reflected in the Company’s stockholders’ equity on the Consolidated Balance Sheets was comprised of the following (dollars in thousands):~~SUBSIDIARIES

	As of March 31, 2007			As of December 31, 2006
Realized/unrealized gains on available-for-sale securities	$	2,646		$	2,299
Unrealized gains on securities held for deferred compensation	124			170
Realized gains on interest hedges	1,549			1,584
Realized losses on interest hedges	(9,909		)	(10,302		)
Unrealized losses on interest hedges	(4,602		)	(4,601		)
Accumulated other comprehensive loss	$	(10,190	)	$	(10,850	)

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

~~Note~~NOTES ~~14: Subsequent~~TO CONSOLIDATED ~~Events~~FINANCIAL STATEMENTS

~~General~~toxic substances. As is common with community and neighborhood shopping centers, many of the Company’s properties had or have on-site dry cleaners and/or on-site gasoline facilities. These operations could potentially result in environmental contamination at the properties.

OnThe ~~February~~Company ~~27,~~is ~~2007,~~aware ~~the~~that ~~Company~~soil and ~~the~~groundwater ~~DownREIT~~contamination ~~Partnership~~exists ~~entered~~at ~~into~~some ~~the~~of ~~Merger~~its ~~Agreement~~properties. ~~with the~~The ~~Buyer~~primary ~~Parties. The~~contaminants ~~Buyer~~of ~~Parties~~concern ~~are~~at ~~affiliates~~these ofproperties ~~Centro. Pursuant~~include perchloroethylene toand trichloroethylene (associated with the ~~Merger~~operations ~~Agreement,~~of ~~MergerSub~~on-site ~~commenced~~dry cleaners) and ~~completed~~petroleum hydrocarbons (associated with the ~~Offer~~operations toof on-site gasoline ~~purchase~~facilities). The ~~all~~Company ~~outstanding~~is ~~shares~~also ofaware that ~~Common~~asbestos-containing ~~Stock~~materials exist at ~~the~~some ~~Offer~~of ~~Price~~its properties. ~~The~~While ~~Offer,~~the asCompany ~~supplemented~~does bynot aexpect ~~subsequent~~the environmental ~~offering~~conditions ~~period~~at its properties, ~~expired~~considered atas ~~12:00~~a ~~midnight~~whole, ~~New~~to ~~York~~have ~~City~~a ~~time,~~material adverse effect on ~~Wednesday, April~~the 18Company, ~~2007. On~~there ~~April~~can ~~19,~~be ~~2007, MergerSub~~no ~~exercised~~assurance ~~its~~that ~~top-up~~this ~~option~~will ~~under~~be the case. Further, ~~Merger~~no ~~Agreement~~assurance ~~and~~can ~~purchased~~be given ~~from~~that ~~New~~any ~~Plan,~~environmental atstudies aperformed ~~purchase~~have ~~price~~identified ~~equal~~or towill ~~the~~identify ~~Offer~~all material ~~Price~~environmental ~~per share~~conditions, athat ~~number of~~any ~~additional~~prior ~~shares~~owner of ~~Common~~the ~~Stock~~properties ~~sufficient~~did not tocreate ~~permit~~a ~~MergerSub~~material toenvironmental ~~effect~~condition ~~a short-form~~not ~~merger~~known ofto ~~MergerSub~~the ~~into~~Company ~~New~~or ~~Plan~~that a ~~under~~material ~~Maryland~~environmental ~~law~~condition ~~without~~does ~~the vote~~not ofotherwise orexist ~~any~~with ~~other~~respect ~~action~~to byany of the ~~remaining~~Company’s ~~New Plan stockholders~~properties.

AsNote ~~described~~14: Comprehensive inIncome New Plan’s 8-K, on April 20, 2007, the Company, Centro NP, MergerSub, and DownREIT Acquisition completed the Mergers. As more fully described in the 8-K, in connection with the New Plan Merger, each share of Common Stock (~~other than shares held by New Plan or any subsidiary of New Plan or by MergerSub~~Loss) was converted into the right to receive the same $33.15 in cash per share as was paid in the Offer, without interest, (b) each outstanding option to purchase Common Stock under any employee stock option or incentive plan became fully vested and exercisable (whether or not then vested or subject to any performance condition that has not been satisfied, and regardless of the exercise price thereof or the terms of any other agreement regarding the vesting, delivery or payment thereof) and were cancelled in exchange for the right to receive, for each share of Common Stock issuable upon exercise of such option, cash in the amount equal to the excess, if any, of the Offer Price over the exercise price per share of such option. As a result of the New Plan Merger, New Plan became a wholly owned subsidiary of Centro NP and any stockholder who held shares of Common Stock prior to the New Plan Merger ceased to be a stockholder effective as of the New Plan Merger.

~~Immediately~~Total ~~following~~comprehensive ~~the~~income ~~New Plan~~(loss) ~~Merger,~~was ~~and~~as infollows ~~connection~~for ~~with~~ the ~~Liquidation, all of New Plan’s assets were transferred to, and all of its~~periods ~~liabilities~~indicated ~~were~~below ~~assumed~~(dollars ~~by,~~in Centro NP. As a result of the Merger and Liquidation, New Plan filed a Certification and Notice of Termination of Registration on Form 15 pursuant to which it terminated its reporting obligations under the Exchange Act, with respect to its Common Stock and 7.625% Series E Cumulative Redeemable Preferred Stock.thousands):

Stock Based Compensation

~~Immediately~~As ~~prior to the effective time~~ of ~~the New Plan Merger~~March 31, ~~and~~2009, ~~as provided in~~ the ~~Merger Agreement,~~primary ~~the~~component ~~Company’s~~of ~~Board~~comprehensive ofloss was ~~Directors~~net ~~caused~~loss. ~~all~~As of ~~the Company’s outstanding stock options~~December 31, ~~non-vested performance shares~~2008, ~~restricted~~accumulated ~~stock awards~~other ~~and deferred stock awards under any employee stock option or incentive~~comprehensive ~~plan~~loss toreflected ~~become~~in ~~fully~~the ~~vested~~Company’s ~~and~~member’s ~~exercisable~~capital oron ~~payable, as~~ the ~~case~~Consolidated ~~may be,~~Balance ~~and,~~Sheets inwas ~~the~~comprised ~~case~~ of ~~the~~realized/unrealized ~~restricted~~gain ~~stock~~(loss) ~~awards~~on ~~and deferred stock awards, free~~available-for-sale securities of ~~forfeiture restrictions~~$0. ~~In particular,~~1 ~~in connection with the New Plan Merger:~~million.

Note 15: Related Parties

The Company received a REIT Management fee from affiliates of its parent company, Super LLC, which was calculated on assets managed by the Company. With the distribution discussed at Note 1, the Company ceased charging these fees on May 1, 2008. The Company generated REIT Management fees of approximately $2.5 million for the three months ended March 31, 2008.

After May 1, 2008, the Company pays subcontract fees for management services provided by the Company Management Joint Venture, which is calculated on costs incurred to manage properties by the Company Management Joint Venture plus 50 basis points. For the three months ended March 31, 2009, the Company incurred approximately $1.7 million in subcontract fees, which remained unpaid as of such date. During the three months ended March 31, 2009, the Company also incurred leasing fees and property management fees of $0.8 million and $3.0 million, respectively, for services provided by the Company Management Joint Venture in accordance with the Distribution Agreement as discussed in Note 1. These fees were paid in full by the Company as of March 31, 2009.

The Company also derives fee income from services provided to certain of its joint ventures and other managed properties. For the three months ended March 31, 2009, the Company generated approximately $4.3 million in fee income. As of March 31, 2009 and December 31, 2008, the Company had approximately $8.9 million of fee income receivable.

As of March 31, 2009, amounts due to affiliates of the Company were $11.8 million, and were included in Other Liabilities. There were no interest expenses on the amounts due. As of December 31, 2008, amounts due from affiliates of the Company were $5.2 million and were included in Other Assets. There was no interest income on the amounts due.

~~(a) each~~CENTRO ~~outstanding~~NP ~~option~~LLC toAND purchase Common Stock under any employee stock option or incentive plan became fully vested and exercisable (whether or not then vested or subject to any performance condition that has not been satisfied, and regardless of the exercise price thereof or the terms of any other agreement regarding the vesting, delivery or payment thereof) and was cancelled in exchange for the right to receive, for each share of Common Stock issuable upon exercise of such option, cash in the amount equal to the excess, if any, of the New Plan Merger Consideration over the exercise price per share of such option;SUBSIDIARIES

(~~b) all restricted~~AS ~~share~~SUCCESSOR ~~awards~~TO ~~and~~NEW ~~all~~PLAN ~~deferred~~EXCEL ~~share~~REALTY ~~awards~~TRUST, ~~granted~~INC. ~~under the 2003 Plan automatically became fully vested and free of any forfeiture restrictions~~ (~~whether~~THE or not then vested or subject to any performance condition that has not been satisfied, and regardless of the exercise price thereof or the terms of any other agreement regarding the vesting, delivery or payment thereof“PREDECESSOR”) ~~and were considered outstanding shares of Common Stock for all purposes under the Merger Agreement, including the right to receive the New Plan Merger Consideration; and~~)

~~(c) all out-performance~~NOTES ~~awards under the Out-Performance Plan and any one or more~~TO ~~employment~~CONSOLIDATED ~~agreements~~FINANCIAL ~~vested and became payable in accordance with its terms.~~STATEMENTS

~~Nonqualified~~Note ~~Deferred~~16: Fair ~~Compensation~~Value

~~Until~~Effective ~~the effective~~January 1, ~~time of the Merger~~2008, the Company ~~maintained~~partially adopted aSFAS ~~nonqualified deferred~~No. 157, which ~~compensation~~provides ~~plan that provided benefits to eligible employees from among~~ a ~~select~~ ~~group~~framework offor ~~management~~measuring orfair ~~highly~~value ~~compensated~~under ~~employees~~GAAP. ofThe ~~the~~ Company ~~within~~ ~~the~~has ~~meaning~~not elected ofto ~~Sections~~apply ~~201(2),~~SFAS ~~301(a)(3)~~No. 159 and ~~401(a)(1)~~fair ofvalue ~~ERISA. The~~any ~~deferred compensation plan was terminated by the Board~~ of ~~Directors as of~~ the ~~Merger~~eligible ~~effective~~financial assets ~~time,~~ and ~~all~~liabilities ~~amounts~~ permitted under ~~the~~SFAS ~~plan, whether in the employee’s “cash deferral account” or his or her “stock unit deferral account” have since been distributed~~No. ~~Under~~ 159. ~~the~~The ~~deferred~~only ~~compensation plan,~~financial ~~eligible~~assets ~~employees,~~recorded ~~were~~at ~~permitted~~fair tovalue ~~defer~~as ~~receipt~~ of ~~all or a portion of their bonus~~March 31, a2009 ~~portion~~are ofthose ~~their~~required ~~salary, as well as all or a portion of their~~to ~~restricted~~be ~~stock~~fair ~~and~~valued ~~restricted~~under ~~stock~~other ~~unit~~accounting ~~awards~~standards.

~~Debt~~Fair Value Measurement

~~Credit~~SFAS ~~Agreements~~No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

OnLevel ~~April~~1 ~~20,~~— ~~2007,~~Level ~~simultaneously with the completion~~1 ofassets ~~the~~and ~~Mergers,~~liabilities ~~the~~include ~~Company’s~~entity ~~Amended~~securities ~~Revolving~~that ~~Facility~~are ~~was~~traded ~~prepaid~~ in ~~full and~~an ~~terminated. Simultaneously with the~~active ~~prepayment~~exchange ~~and termination of the Amended Revolving Facility~~market, ~~Centro~~as NPwell ~~entered into~~as acertain ~~new revolving credit facility (the “New Revolving Facility”) with Bank of America, N~~U.AS. Treasury and ~~the~~ other ~~lenders~~U.S. ~~party thereto, which effectively~~government ~~replaced~~agency ~~the~~securities ~~Amended~~that ~~Revolving~~are ~~Facility. Concurrently~~traded ~~with~~by ~~the~~dealers ~~establishment~~or ofbrokers ~~the~~in ~~New~~active ~~Revolving~~markets. Valuations ~~Facility, Centro~~are NPobtained ~~used a portion of the proceeds~~ from ~~the New Revolving Facility and~~readily ~~caused~~available ~~the~~pricing ~~Amended~~sources ~~Secured~~for ~~Term~~market ~~Loan~~transactions toinvolving beidentical ~~repaid~~assets ~~in full and terminated~~or liabilities.

~~Unsecured~~Level ~~Senior~~2 ~~Notes~~— Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. Level 2 assets are derivative instruments for which the fair value is estimated based on valuations obtained from third party pricing services for identical or comparable assets.

InLevel ~~connection~~3 ~~with the Mergers, Centro NP, New Plan~~— ~~Realty~~Unobservable ~~Trust,~~inputs ~~LLC~~that ~~(as~~are ~~successor~~supported toby ~~New~~little ~~Plan~~or ~~Realty~~no ~~Trust,~~market ~~but~~activity. Level ~~only~~3 ~~with~~assets ~~respect to the 1999 Indenture (as defined below))~~ and ~~the~~liabilities ~~Trustee entered into the~~include ~~Supplemental~~financial ~~Indentures,~~instruments ~~each~~whose ~~dated~~value asis ofdetermined ~~April~~using ~~20,~~pricing ~~2007~~models, ~~to the Indentures, by and between New Plan and the Trustee. The Supplemental Indentures each provide~~ for ~~the assumption by Centro NP~~which ~~of all of~~ the ~~obligations~~determination of ~~New~~fair ~~Plan~~value ~~with~~requires ~~respect~~significant tomanagement ~~the~~judgment ~~following debt~~or ~~securities that are outstanding under each of the Indentures, effective upon consummation of the New Plan Merger (collectively, the “Notes”):~~estimation.

~~(i) 3.70%~~The following is a ~~Convertible~~description ~~Senior~~of ~~Notes~~the ~~due~~valuation ~~2026;~~methodologies used for instruments measured at fair value on a recurring basis:

~~(ii) 3.75%~~Marketable ~~Convertible Senior Notes due 2023;~~Securities

~~(iii) 4.50%~~The fair value of ~~Senior~~marketable ~~Notes~~securities ~~due~~is ~~2011;~~the market value based on both quoted market prices and other valuations.

Derivative Financial Instruments

The fair value of the derivative instruments, which are classified as Other Assets on the Consolidated Balance Sheet, are derived using mid-market discount curves obtained from independent sources within the industry.

Assets measured at fair value on a recurring basis, as required by accounting standards other than SFAS No. 159, are summarized below (dollars in thousands):

(iv)		5.30% Senior Notes due 2015;
(v)		5.250% Senior Notes due 2015;
(vi)		5.125% Senior Notes due 2012;
(vii)		7.40% Senior Notes due 2009;
(viii)		5.50% Senior Notes due 2013;
(ix)		7.50% Senior Notes due 2029;
(x)		6.90% Senior Notes due 2028;
(xi)		7.68% Senior Notes due 2026;
(xii)		7.65% Senior Notes due 2026;
(xiii)		7.97% Senior Notes due 2026; and
(xiv)		7.35% Senior Notes due 2007.

CENTRO NP LLC AND SUBSIDIARIES

~~Centro NP, as the successor obligor on the Notes,~~(AS ~~intends~~SUCCESSOR toTO ~~continue~~NEW toPLAN ~~file~~EXCEL ~~with~~REALTY ~~the SEC any annual reports~~TRUST, ~~quarterly~~INC. ~~reports and other documents that it is required to file with the SEC pursuant to the Indentures governing the Notes or pursuant to Section 15~~(d)THE ~~of the Exchange Act.~~“PREDECESSOR”))

~~3.70%~~NOTES ~~Convertible~~TO ~~Senior~~CONSOLIDATED ~~Notes~~FINANCIAL ~~due 2026~~STATEMENTS

Pursuant to the terms of the 3.70% Convertible Senior Notes due 2026, as set forth in the 2004 Indenture, as supplemented by the First Supplemental Indenture, dated September 19, 2006 (the “First Supplemental Indenture”), a Change in Control (as defined in the First Supplemental Indenture) occurred as of April 5, 2007. Accordingly, pursuant to the 2004 Indenture, as supplemented by the First Supplemental Indenture, the 3.70% Convertible Senior Notes became convertible as of April 5, 2007. As such, the 3.70% Convertible Senior Notes are convertible into the following cash amounts per $1,000 principal amount of notes, for the time periods set forth below (subject in each case to the terms and conditions of the 2004 Indenture, as supplemented by the First Supplemental Indenture):

	Recurring
	Fair Value Measurements Using						Assets/(Liabilities)
	Level 1		Level 2		Level 3		at Fair Value

Marketable securities	$	221	$	9,612	$	—	$	9,833
Derivative Financial Instruments	—		187		—		187

~~· $1,114.65~~The following ~~per~~table ~~$1,000~~shows ~~principal~~those ~~amount~~financial upassets tomeasured ~~and~~at ~~including~~fair ~~June~~value 4,on ~~2007;~~a ~~and~~non-recurring basis as of March 31, 2009:

· $1,012.75 per $1,000 principal amount after June 4, 2007, convertible at any time until maturity (subject to Sections 2.11(d) and (e) of the 2004 Indenture, as Supplemented by the First Supplemental Indenture).

	Non-recurring						Assets/(Liabilities) at Adjusted Carrying
	Fair Value Measurements Using						Amount (Based on
	Level 1		Level 2		Level 3		Fair Value

Impaired investments accounted for under the equity method	$	—	$	—	$	27,403	$	27,403
Impaired real estate	—		—		39,630		39,630

AsThe ofinvestment accounted ~~May~~for 7,under ~~2007~~the equity method that has been impaired at March 31, 2009 ~~approximately~~is ~~$145~~NP/ I&G Institutional Retail Company, LLC.4 ~~million~~The offair ~~the~~value was ~~$200.0~~estimated ~~million~~based ~~aggregate~~upon ~~principal~~management’s ~~amount~~valuation of the ~~3.70%~~underlying ~~Convertible~~real ~~Senior Notes~~estate ~~had~~assets ~~been~~and ~~converted~~debt byof the ~~holders~~investment. ~~thereof,~~These ~~for~~real anestate ~~aggregate~~assets ~~conversion~~were ~~price~~valued based upon a combination of internally developed valuation models and pricing ~~approximately~~outcomes ~~$162.1~~from ~~million.~~recent disposal discussions with potential buyers.

3The fair value of fixed rate debt held by the investments accounted for under the equity method was completed using an estimated market interest rate spread above the risk-free rate of 4.7500%. Management believes ~~Convertible~~this market interest rate spread is representative of debt that would ~~Senior~~currently ~~Notes~~be ~~due~~available ~~2023~~to the entities.

~~Pursuant~~The toreal ~~the terms of~~estate ~~the~~that ~~3.75%~~has ~~Convertible~~been ~~Senior~~impaired ~~Notes~~pertains ~~due~~to ~~2023,~~five asproperties. ~~set~~The ~~forth~~Company inidentified ~~the 1999~~that ~~Indenture,~~these asassets ~~supplemented~~have bybeen animpaired ~~Officers’~~under ~~Certificate,~~SFAS ~~dated~~No. 144 ~~May~~due ~~19,~~to ~~2003~~deterioration ~~(the~~in ~~“Officers’~~forecast ~~Certificate”)~~cash ~~and~~flows ~~the Supplemental Indenture, dated~~ as ~~of December 17, 2004 (the “Supplemental Indenture”), on April 1, 2007, the sale price condition triggering the holders’ conversion rights was satisfied as~~ a result of ~~the last reported sale price~~ of ~~the~~weakening ~~Company’s~~performance ~~common stock for at least 20 trading days~~ during the ~~period~~three months ~~of 30 consecutive trading days~~ ending onMarch 31, ~~the last~~2009, ~~trading~~therefore ~~day~~recorded ofat ~~the~~fair ~~previous~~value ~~calendar~~as ~~quarter was greater than or equal to 120%~~ of ~~the applicable conversion price on such last trading day~~March 31, 2009. ~~Accordingly,~~These ~~pursuant~~real toestate ~~the~~assets ~~1999 Indenture,~~were asvalued ~~supplemented~~based byupon ~~the~~a ~~Officers’~~combination ~~Certificate and the Supplemental Indenture, the 3.75% Convertible Senior Notes became convertible as~~ of ~~April~~internally 1,developed ~~2007. As~~valuation ~~such,~~models ~~the 3.75% Convertible Senior Notes~~and ~~are~~pricing ~~convertible~~outcomes ~~into~~from ~~the~~recent ~~following~~disposal ~~cash~~discussions ~~amounts~~with ~~per~~potential ~~$1,000~~buyers. ~~principal amount of~~This ~~notes,~~approach ~~for~~requires the ~~time~~Company ~~periods~~to ~~set~~make ~~forth~~significant ~~below~~judgments ~~(subject~~ in ~~each~~respect ~~case~~ to market ~~the~~capitalization ~~terms~~ rates and ~~conditions~~amounts of ~~the~~estimated ~~1999~~future ~~Indenture,~~cash ~~as supplemented by the Officers’ Certificate and the Supplemental Indenture):~~flows.

~~· $1,326.00~~The inputs into ~~per~~this ~~$1,000~~valuation ~~principal~~are ~~amount,~~considered ~~convertible~~level up3 toinputs ~~and~~in ~~including~~accordance ~~July~~with 2,SFAS ~~2007~~No. 157.

AsNote ~~of May 7, 2007, approximately $76.1 million of the~~17: Subsequent ~~$115.0 million aggregate principal amount of the 3.75% Convertible Senior Notes had been converted by the holders thereof, for an aggregate conversion price of approximately $101.0 million.~~Events

~~Minority Interest~~New inChief ~~Consolidated~~Financial ~~Partnership and Joint Ventures~~Officer

InOn ~~connection~~April 30, ~~with~~2009, John ~~the~~Braddon ~~DownREIT~~resigned ~~Merger,~~from ~~each~~his ~~unit~~positions ~~of limited~~as ~~partnership~~Chief ~~interest~~Financial inOfficer ~~the~~and Executive ~~DownREIT~~Vice ~~Partnership~~President (aof ~~“DownREIT~~the ~~Unit”)~~Company. ~~who~~We ~~elected~~have toappointed doTiffanie ~~so was converted~~Fisher, ~~without~~age ~~any action on the part of the holder~~41, ~~into the right~~ to ~~receive~~fill ~~one fully-paid Class A Preferred Unit,~~Mr. Braddon’s ~~without~~previous ~~interest,~~positions ofas the ~~surviving~~Company’s ~~partnership~~Chief ~~(the~~Financial ~~“Preferred~~Officer ~~Unit Consideration”). In~~and ~~lieu~~Executive ~~of the~~Vice ~~Preferred~~President, ~~Unit~~effective ~~Consideration~~April 30, ~~holders~~2009. From ofDecember 2004 ~~DownREIT~~to ~~Units~~March 2009, ~~were~~Ms. Fisher ~~offered~~worked ~~the~~for ~~opportunity~~Morgan toStanley ~~elect~~Real toEstate ~~receive cash~~ in anits ~~amount~~London ~~equal~~office, tomost ~~the~~recently ~~Offer~~as ~~Price per~~Executive ~~DownREIT~~Director ~~Unit,~~having asheld ~~adjusted (the~~multiple ~~“Cash Consideration”)~~roles. ~~The holders of DownREIT~~ ~~Units~~During that ~~elected~~time, toMs. Fisher ~~receive~~was specifically the ~~Cash~~Chief ~~Consideration ceased to be limited~~Financial ~~partners~~Officer of the ~~DownREIT~~UK ~~Partnership. In connection~~Investing ~~with~~business ~~the~~from ~~DownREIT~~December 2004 ~~Merger~~to August 2006, was ~~holders~~the ofChief ~~752,187~~Operating ~~DownREIT~~Officer ~~Units,~~of asthe ~~adjusted~~Europe, ~~elected,~~ orMiddle ~~were~~East ~~deemed~~and toAfrica ~~have~~region from ~~elected,~~February 2006 to ~~receive~~August 2007 ~~the Cash Consideration,~~ and ~~holders~~ ofwas ~~2,643,870~~Senior ~~DownREIT~~Banker ~~Units,~~for asEmerging European ~~adjusted,~~Markets ~~elected~~from toApril 2007 ~~receive~~through ~~the Preferred Unit Consideration~~March 2009. Prior ~~As a result~~thereto, ~~following~~Ms ~~the~~Fisher ~~consummation~~served ofas ~~the~~Director ~~DownREIT~~and ~~Merger,~~Credit ~~there~~Officer ~~were~~for ~~2,643,870~~UBS ~~Class~~Investment ABank ~~Preferred~~in ~~Units~~Real ~~outstanding~~Estate and ~~not~~ ~~owned~~Leverage byFinance from ~~Centro~~August NP2002 orto ~~its affiliates~~November 2004.

Stockholders’ Equity

Preferred Stock

In connection with the Liquidation, the holders of the Preferred D Shares and the Preferred E Shares received liquidating distributions in accordance with the terms of such securities, and the depositary shares representing a 1/10 fractional interest of a share of the Preferred D Shares and Preferred E Shares, as applicable, were automatically converted into, and canceled in exchange for the right to receive cash in the amount set forth below:

· Preferred D Shares: $50.21667 per depositary share; and

· Preferred E Shares: $25.12179 per depositary share.

CENTRO NP LLC AND SUBSIDIARIES

(AS SUCCESSOR TO NEW PLAN EXCEL REALTY TRUST, INC. (THE “PREDECESSOR”))

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the Consolidated Statements of ~~Income~~Operations and Comprehensive Income/(Loss) contained in the Consolidated Financial Statements and accompanying notes, including ~~trends~~ trends which might appear, should not be taken as indicative of future operations.

As more fully described in Note ~~14,~~ ~~“Subsequent~~1 ~~Events,”~~to our Consolidated Financial Statements, on February 27, 2007, ~~we,~~New Plan, together with the DownREIT Partnership, entered into the Merger Agreement with the Buyer Parties. ~~The Buyer Parties are affiliates Centro.~~ Pursuant to the Merger Agreement, MergerSub commenced and completed the Offer to purchase all outstanding shares of Common Stock of New Plan Excel Realty Trust, Inc. at the Offer Price. The Offer, as supplemented by a subsequent offering period, expired at 12:00 midnight, New York ~~city~~City time, on Wednesday, April 18, 2007. On April 19, 2007, MergerSub exercised its top-up option under the Merger Agreement and purchased from New Plan, at a purchase price equal to the Offer Price, a number of additional shares of common stock sufficient to permit MergerSub to effect a short-form merger of MergerSub into New Plan under Maryland law without the vote of or any other action by the remaining New Plan stockholders.

On ~~April~~ April 20, 2007, New wePlan, together with Centro NP, MergerSub, and DownREIT ~~Acquisition,~~ Acquisition completed the Mergers. Immediately following the Merger, on ~~April~~ April 20, 2007, and in connection with the Liquidation, (a) all of New Plan’s assets were transferred to, and all of its liabilities were assumed by, Centro NP, (b) all outstanding shares of preferred stock of New Plan were automatically converted into, and cancelled in exchange for the right to receive, cash liquidating distributions in accordance with their terms, and (c) all shares of common stock of New Plan were cancelled. As a result of the Merger and Liquidation, New Plan filed a Certification and Notice of Termination of Registration on Form 15 pursuant to which it terminated its reporting obligations under the Exchange Act, with respect to its Common Stock and 7.625% ~~Series~~ Series E Cumulative Redeemable Preferred Stock.

In connection with the Mergers, ~~Centro~~we NPentered into the Supplemental Indentures, each dated as of April 20, 2007 with New Plan Realty Trust, LLC (as successor to New Plan Realty Trust, but only with respect to the 1999 Indenture ~~and~~) ~~the Trustee entered the Supplemental Indentures, each dated as of April 20, 2007, to the Indentures, by~~ and ~~between New Plan and~~ the Trustee. The Supplemental Indentures each provide for ~~the~~us ~~assumption~~to byassume ~~Centro NP~~ of all of the obligations of New Plan under each of ~~the~~ the Indentures, effective upon consummation of the ~~New Plan~~ Merger with respect to the Notes.

Immediately following the Merger and the Liquidation, our employees became employees of Centro US Management Joint Venture 2, LP (formerly known as Centro Watt NPManagement Joint Venture 2, L.P. and referred to as the ~~successor~~“Management ~~obligor~~Joint Venture”). The ondistribution ~~the~~occurred ~~Notes,~~in order ~~intends~~to comply with certain tax restrictions applicable to ~~continue~~our ultimate equity owners and to ~~file~~permit ~~with~~such employees to serve management functions at other properties controlled by our affiliates. Following this distribution, the Management Joint Venture managed our properties, ~~SEC~~although ~~any~~during ~~annual~~a ~~reports~~transition period, ~~quarterly~~certain ~~reports~~of our subsidiaries continued to provide payroll, benefit and other ~~documents~~transition ~~that~~services itwith ~~is required~~respect to ~~file~~our former ~~with~~employees. Such ~~the~~transition services ~~SEC~~continued ~~pursuant~~through toApril 30, 2008. Contracts memorializing the ~~Indentures~~management ~~governing~~services ~~the~~arrangements ~~Notes~~under orwhich ~~pursuant~~we tohave ~~Section~~been ~~15(d)~~operating ofwere ~~the~~entered ~~Exchange~~into ~~Act~~on March 28, 2008 in connection with an amendment to our revolving credit facility.

~~All~~Although ~~references~~our employees towere ~~“we,”~~employed ~~“us,”~~by ~~“our,”~~the ~~“ours,”~~Management ~~“New~~Joint ~~Plan”~~Venture ~~or the~~shortly ~~“Company”~~following inthe Merger ~~this~~and ~~report~~Liquidation, ~~refer~~for tothe ~~New~~period ~~Plan~~January 1, ~~Excel~~2008 ~~Realty~~to ~~Trust,~~April ~~Inc.~~30, ~~and~~2008, ~~its~~we ~~wholly-owned~~continued ~~and~~to ~~majority~~incur ~~owned~~all ~~subsidiaries~~costs relating to the payroll and ~~consolidated~~benefits ~~entities~~of ~~prior~~our toemployees employed by the ~~completion~~Management ofJoint ~~the~~Venture ~~Mergers,~~as ~~unless~~well as incurring other transition services while the ~~context~~Management ~~indicates~~Joint ~~otherwise~~Venture finalized arrangements to replicate such functions.

AsOn the basis that we continued to provide services on a ~~result~~transitionary ofbasis ~~the~~through ~~Mergers~~April 30, 2008, ~~our~~for ~~operations~~accounting ~~and~~purposes, ~~properties~~the ~~are now~~Distribution, ~~combined~~Contribution ~~with~~and Assignment Agreement between the ~~other~~company, ~~operations~~Super LLC, Management Joint Venture, Centro US Employment Company, LLC and ~~properties~~Centro New Plan Inc. (a member of ~~Centro~~Super ~~Properties~~LLC) dated March 28, ~~Group~~2008, has not been reflected during the period to April 30, 2008. The distribution has been reflected in the consolidated ~~United~~financial ~~States~~statements covered in this report as of May 1, 2008. As a result, certain assets and liabilities have been distributed out as of May 1, 2008.

~~During~~As the ~~three~~successor ~~months~~obligor ~~ended~~on ~~March~~the 31Notes, ~~2007,~~ we ~~acquired~~intend ~~one~~to ~~shopping~~continue ~~center~~to ~~(Stewart~~file ~~Plaza) and~~with ~~one land parcel (collectively,~~ the ~~“2007~~SEC ~~Acquisitions”). During~~any ~~2006, we acquired four shopping~~annual ~~centers (Shoppes at Hickory Hollow~~reports, ~~The~~quarterly ~~Quentin~~reports ~~Collection, Fox Run Mall~~ and ~~Memphis~~ ~~Commons),~~other ~~two~~documents ~~buildings~~that ~~immediately~~it ~~adjacent~~is required to ~~properties~~file ~~owned by us~~with ~~(Building~~the atSEC ~~Tarpon~~to ~~Mall and Building at Hazel Path),~~ the ~~remaining~~extent ~~90% interests~~required inunder ~~two shopping centers in which we owned~~ the ~~other~~Indentures ~~10%~~governing ~~interests (Ventura Downs and Odessa-Winwood Town Center), six land parcels, and a leasehold interest in a new development project (collectively,~~ the ~~“2006 Acquisitions”)~~Notes.

In accordance with the provisions of FIN 46 and EITF 04-5 our consolidated results of operations for the three months ended March 31, 2007 and 2006 include the results of operations of certain of our joint ventures (“Consolidation Adjustments”), as applicable.38

InAll ~~accordance with~~references ~~the~~to ~~provisions~~“we,” of“us,” ~~SFAS~~“our,” ~~No. 144~~“ours,” or the ~~results~~“Company” ofin ~~operations~~this ofreport ~~properties~~refer ~~that~~to Centro ~~have~~NP ~~been~~LLC ~~disposed~~and ofits ~~(by~~wholly-owned ~~sale,~~and bymajority ~~abandonment,~~owned orsubsidiaries inand aconsolidated entities ~~distribution~~as toof, ~~owners)~~ or ~~classified~~subsequent asto, ~~held~~April 5, ~~for~~2007, ~~sale~~unless ~~must~~the becontext indicates ~~classified~~otherwise. All asreferences ~~discontinued operations~~to ~~and~~our ~~segregated~~“predecessor,” inthe ~~our~~“Predecessor” ~~Consolidated~~or ~~Statements~~“New ofPlan” ~~Income~~in ~~and~~this ~~Comprehensive~~report refer to New ~~Income. Therefore~~Plan Excel Realty Trust, Inc. ~~results~~and ofits ~~operations from~~wholly-owned ~~prior~~and ~~periods~~majority ~~have~~owned subsidiaries ~~been~~and ~~restated~~consolidated toentities ~~reflect~~as ~~the~~it ~~current~~existed ~~pool~~prior ofto ~~disposed~~April 5, of2007, orunless ~~held~~the ~~for~~context ~~sale~~indicates ~~assets~~otherwise.

37There is substantial doubt about our ability to continue as a going concern given that our liquidity is subject to, among other things, our ability to negotiate extensions of credit facilities; our reliance upon funding provided by an entity that we do not control; current prohibition upon our ability to incur further indebtedness and the existence of restrictions upon operations which increase the risk of default and cross-default of existing debt. In addition, uncertainty also exists due to the liquidity issues currently experienced by our parent and the ultimate parent investors, Centro Properties Limited and Centro Properties Trust.

~~Results~~The half yearly financial statements of ~~operations~~our ~~for~~ultimate ~~the~~parents, ~~three~~Centro ~~months~~Properties ~~ended~~Limited ~~March~~(“CPL”) and 31Centro Property Trust (“CPT”), ~~2007~~which ~~and~~were ~~2006~~filed with Australian regulatory bodies on February 26, 2009, identified material uncertainty (equivalent to substantial doubt) about those entities ability to continue as a going concern..

~~The~~In ~~results~~August 2007, we ~~discussed~~formed ~~below~~Centro ~~are~~NP ~~only~~Residual ~~those~~Holdings LLC (the “Residual Joint Venture”), which is a joint venture between us and Super LLC whereby we own 49% of ~~New~~the non-managing ~~Plan~~member ~~Excel~~interest in the Residual Joint Venture and Super LLC owns ~~Realty~~51% ~~Trust,~~of ~~Inc~~the managing member interest in the Residual Joint Venture. In connection with the formation of the joint venture and ~~its~~with subsequent contributions including contributions made during the three months ending March 31, 2009, we have contributed 49% of our interest in certain subsidiaries, onowning a122 ~~consolidated~~real ~~basis~~properties aswith itan approximate ~~existed~~fair market value of $2.4 billion, to this joint venture. We distributed the remaining 51% of our ~~prior~~interest in the transferred entities to our parent, Super LLC, and Super LLC contributed such interest in the ~~Mergers~~transferred entities to this joint venture. ~~The~~Following ~~results~~these ~~below~~transactions, dowe ~~not~~owned ~~include~~49% of the ~~results~~non-managing

2007 (remaining nine months)

Three Months Ended March 31,

Comprehensive loss