Real Estate Roundtable


December 13, 2002

Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: File No. S7-43-02

Dear Mr. Katz:

The Real Estate Roundtable is pleased to have the opportunity to respond to the Securities and Exchange Commission ("Commission") regarding the proposals set forth in Release No. 33-8145. The Real Estate Roundtable ( and its members lead an industry that generates more than 20 percent of America's gross national product, employs more than 9 million people and produces nearly two-thirds of the taxes raised by local governments for essential public services. Our members are leading real estate industry executives with expertise on a broad range of finance, technology, environmental and land use issues that affect every segment of America's income-producing real estate sector.

The Real Estate Roundtable supports the Commission's efforts to reform the use of Non-GAAP financial measures by public companies. We agree with the need to improve the transparency and quality of public disclosures, including pro forma financial information. We agree with most of the Commission's proposals relating to the use of Non-GAAP financial measures. However, The Real Estate Roundtable is concerned that one aspect of the proposals could be counterproductive to the interests of investors. The Real Estate Roundtable opposes the Commission's proposal that would prohibit the use of Non-GAAP per share information in corporate earnings releases.

The Real Estate Roundtable supports the Commission's proposal that any Non-GAAP financial measure must be reconciled with the comparable GAAP measure. Additionally, we agree that any comparable GAAP measure must be presented with equal or greater prominence of the comparable non-GAAP measure. However, reporting Non-GAAP measures on only an absolute basis, not on a per-share basis, would be inappropriate since the issuance of shares or the repurchase of shares could affect the absolute measure. Additionally, investors have advised us that these Non-GAAP per-share measures, including Funds From Operations and Net Asset Value, are important supplemental indicators of a real estate company's operating profitability and financial condition.

The final rule should allow per-share reporting of Non-GAAP measures in earnings releases and other public communications, as long as the company reconciles the financial measure with the comparable GAAP measure in the release. The Real Estate Roundtable thanks the Commission for the opportunity to comment on this proposal. Please contact me or Clifton E. (Chip) Rodgers, Jr. if you have any questions regarding this letter.

Respectfully submitted,

Jeffrey D. DeBoer
President & Chief Operating Officer