Edgar Filing: WEINGARTEN REALTY INVESTORS /TX/

FORM 10K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2011

¨ 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 1-9876

Weingarten Realty Investors

(Exact name of registrant as specified in its charter)


TEXAS		74-1464203
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2600 Citadel Plaza Drive
P.O. Box 924133
Houston, Texas		77292-4133
(Address of principal executive offices)		(Zip Code)

(713) 866-6000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class		Name of Each Exchange on Which Registered
Common Shares of Beneficial Interest, $0.03 par value		New York Stock Exchange
Series D Cumulative Redeemable Preferred Shares, $0.03 par value		New York Stock Exchange
Series E Cumulative Redeemable Preferred Shares, $0.03 par value		New York Stock Exchange
Series F Cumulative Redeemable Preferred Shares, $0.03 par value		New York Stock Exchange
8.1% Notes due 2019		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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


		Large accelerated filer x		Accelerated filer ¨

		Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

The aggregate market value of the common shares of beneficial interest held by non-affiliates on June 30, 2011 (based upon the closing sale price on the New York Stock Exchange of $25.16) was $2,788,154,566.

As of January 31, 2012, there were 120,846,358 common shares of beneficial interest outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement relating to its Annual Meeting of Shareholders to be held on May 8, 2012 have been incorporated by reference to Part III of this Form 10-K.

TABLE OF CONTENTS


Item No.		Page No.

	PART I

1.	Business		1
1A.	Risk Factors		4
1B.	Unresolved Staff Comments		12
2.	Properties		13
3.	Legal Proceedings		27
4.	Mine Safety Disclosures		27

	PART II

5.	Market for Registrant’s Common Shares of Beneficial Interest, Related Shareholder Matters and Issuer Purchases of Equity Securities		28
6.	Selected Financial Data		30
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
7A.	Quantitative and Qualitative Disclosures About Market Risk		43
8.	Financial Statements and Supplementary Data		44
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		90
9A.	Controls and Procedures		90
9B.	Other Information		92

	PART III

10.	Trust Managers, Executive Officers and Corporate Governance		92
11.	Executive Compensation		92
12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		93
13.	Certain Relationships and Related Transactions, and Trust Manager Independence		93
14.	Principal Accountant Fees and Services		93

	PART IV

15.	Exhibits and Financial Statement Schedules		94

	Signatures		100

Forward-Looking Statements

This annual report on Form 10-K, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) disruptions in financial markets, (ii) general economic and local real estate conditions, (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iv) financing risks, such as the inability to obtain equity, debt, or other sources of financing on favorable terms, (v) changes in governmental laws and regulations, (vi) the level and volatility of interest rates, (vii) the availability of suitable acquisition opportunities, (viii) the ability to dispose of properties, (ix) changes in expected development activity, (x) increases in operating costs, (xi) tax matters, including failure to qualify as a real estate investment trust, could have adverse consequences and (xii) investments through real estate joint ventures and partnerships involve risks not present in investments in which we are the sole investor. Accordingly, there is no assurance that our expectations will be realized. For further discussion of the factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Item 1A. Risk Factors.”

PART I

ITEM 1.

Business

General. Weingarten Realty Investors is a real estate investment trust (“REIT”) organized under the Texas Business Organizations Code. We, and our predecessor entity, began the ownership and development of shopping centers and other commercial real estate in 1948. Our primary business is leasing space to tenants in the shopping and industrial centers we own or lease. We also provide property management services for both joint ventures in which we are partners and for other outside owners for which we charge fees.

At December 31, 2011, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 380 developed income-producing properties and 11 properties under various stages of construction and development. The total number of properties includes 313 neighborhood and community shopping centers, 75 industrial projects and three other operating properties located in 23 states spanning the country from coast to coast. The portfolio of properties is approximately 76.1 million square feet.

We also owned interests in 40 parcels of land held for development that totaled approximately 30.0 million square feet.

At December 31, 2011, we employed 370 full-time persons; our principal executive offices are located at 2600 Citadel Plaza Drive, Houston, Texas 77008; and our phone number is (713) 866-6000. We also have 10 regional offices located in various parts of the United States (“U.S.”).

Financial Information about Segments. We are primarily in the business of owning, managing and developing retail shopping centers. To a lesser extent, we own and manage industrial properties and other operating properties. See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for further information regarding our reportable segments.

Investment and Operating Strategy. Our strategy is to remain a leader in owning and operating top tier neighborhood and community shopping centers in the U.S. We will accomplish this by focusing on core operating fundamentals through continuing our hands-on leasing and management, selective redevelopment of the existing portfolio of properties, disciplined growth from strategic acquisitions and new developments and disposition of assets that no longer meet our ownership criteria. We remain committed to maintaining a conservatively leveraged balance sheet, a well-staggered debt maturity schedule and strong credit agency ratings.

During 2011, we announced our strategic initiative to dispose of over $600 million of non-core operating properties over the next few years, which will recycle capital for growth opportunities and strengthen our operating fundamentals. In the course of executing this disposition plan, given proper pricing, we will consider selling both retail and industrial properties. To date, we have successfully disposed of $155.6 million, either directly or through our interest in real estate joint ventures or partnerships, and have approximately $76.9 million currently under contracts or letters of intent.

The proceeds generated by this program will be used to reduce outstanding debt, further deleveraging our balance sheet. Furthermore, we will have positioned ourselves to take advantage of growth opportunities as they present themselves as the economy improves. Competition for quality acquisition opportunities remains substantial; nevertheless, we have been successful in identifying selected properties that meet our return hurdles, and we will continue to actively evaluate other opportunities as they enter our target markets.

We may either purchase or lease income-producing properties in the future, and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be subject to existing mortgage financing and other indebtedness or such financing may be incurred in connection with acquiring such investments.

We may invest in mortgages; however, we have traditionally invested in first mortgages to real estate joint ventures or partnerships in which we own an equity interest or to obtain control over a real estate asset that we desire to own. We may also invest in securities of other issuers for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification.

In acquiring and developing properties, we attempt to accumulate enough properties in a geographic area to allow for the establishment of a regional office, which enables us to obtain in-depth knowledge of the market from a leasing perspective and to have easy access to the property and our tenants from a management viewpoint.

At December 31, 2011, neighborhood and community shopping centers generated 89.0% of total revenue and industrial properties accounted for 9.1%. We expect to continue our focus on the future growth of the portfolio in neighborhood and community centers in markets where we currently operate and may expand to other markets throughout the U.S.

Diversification from both a geographic and tenancy perspective is a critical component of our operating strategy. While approximately 32.7% of the building square footage of our properties is located in Texas, we continue to look for opportunities to expand our holdings outside the state. With respect to tenant diversification, our two largest tenants accounted for 3.2% and 2.0%, respectively, of our total rental revenues for the year ended December 31, 2011. No other tenant accounted for more than 1.8% of our total rental revenues.

We finance our growth and working capital needs in a conservative manner. Our senior debt credit ratings were BBB from Standard & Poors and Baa2 from Moody’s Investor Services as of December 31, 2011 and 2010. We intend to maintain a conservative approach to managing our balance sheet, which, in turn, gives us many options of raising debt or equity capital when needed. At December 31, 2011, our ratio of earnings to combined fixed charges and preferred dividends as defined by the Securities and Exchange Commission (“SEC”), not based on funds from operations, was 1.04 to 1 and our debt to total assets before depreciation was 44.7%.

Our policies with respect to the investment and operating strategies discussed above are periodically reviewed by our Board of Trust Managers and may be modified without a vote of our shareholders.

Location of Properties. Our properties are located in 23 states, primarily throughout the southern half of the country. As of December 31, 2011, we have 391 properties which were owned or operated under long-term leases either directly or through our interests in real estate joint ventures or partnerships. Net operating income generated by our properties located in Houston and its surrounding areas was 21.7%, and an additional 11.6% of net operating income is generated from properties that are located in other parts of Texas. We also have 40 parcels of land held for development, 11 of which are located in Houston and its surrounding areas and nine of which are located in other parts of Texas. Because of our investments in Houston and its surrounding areas, as well as in other parts of Texas, the Houston and Texas economies affect, to a large degree, our business and operations.

Economic Factors. While downside risks still exist, most economic indicators suggest that the economic recovery is gaining strength. Consumer confidence has begun to rebound from historical low levels, credit availability is improving, and retail sales showed growth through 2011. Sales will likely continue to trend upward though at a decreased rate, causing year over year comparisons to be more difficult. Overall, we expect the improved gross sales to translate into a stronger demand for retail space which should lead to lower vacancy rates and more stable rents beyond 2012. With the majority of our shopping centers being supermarket-anchored and located in densely populated, major metropolitan areas, our portfolio came through the recession stronger than centers anchored by tenants with more discretionary product lines.

Our market analysis has identified stronger interest for top tier shopping centers where easier availability for credit has resulted in higher prices. Second and third tier properties have continued to see pricing constraints. In light of these trends, we have continued to dedicate internal resources to evaluate available assets in our key markets and to identify and purchase the best assets and properties with the strongest upside potential.

Competition. We compete with numerous other developers and real estate companies (both public and private), financial institutions and other investors engaged in the development, acquisition and operation of shopping centers and commercial property in our trade areas. This results in competition for the acquisition of both existing income-producing properties and prime development sites. Competition for these acquisitions may also increase as credit availability improves resulting in additional pricing pressure.

We also compete for tenants to occupy the space that is developed, acquired and managed by our competitors or us. The principal competitive factors in attracting tenants in our market areas are location, price, anchor tenants and maintenance of properties. We believe our key competitive advantages include the favorable locations of our properties, knowledge of markets and customer bases, our ability to provide a retailer with multiple locations with anchor tenants and the practice of continuous maintenance and renovation of our properties.

Materials Available on Our Website. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, as well as Reports on Forms 3, 4, 5 and SC 13G regarding our officers, trust managers or 10% beneficial owners, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934 are available free of charge through our website (www.weingarten.com) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. We have also made available on our website copies of our Audit Committee Charter, Management Development and Executive Compensation Committee Charter, Governance and Nominating Committee Charter, Code of Conduct and Ethics and Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on our website. You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549 or the SEC’s Internet site at www.sec.gov. Materials on our website are not part of our Annual Report on Form 10-K.

Financial Information. Additional financial information concerning us is included in the Consolidated Financial Statements located on pages 44 through 89 herein.

ITEM 1A.

Risk Factors

The risks described below could materially and adversely affect our results of operations, financial condition, liquidity and cash flows. In addition to these risks, our operations may also be affected by additional factors not presently known or that we currently consider immaterial to our operations.

Disruptions in the financial markets could affect our liquidity and have other adverse effects on us and the market price of our common shares of beneficial interest.

The U.S. and global equity and credit markets can experience significant price volatility, dislocations and liquidity disruptions, which could cause market prices of many stocks to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances could materially impact liquidity in the financial markets, making terms for certain financings less attractive, and in certain cases result in the unavailability of certain types of financing. Uncertainties in the equity and credit markets may negatively impact our ability to access additional financing at reasonable terms or at all, which may negatively affect our ability to complete dispositions, form joint ventures or refinance our debt. A prolonged downturn in the equity or credit markets could cause us to seek alternative sources of potentially less attractive financing, and require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to sell properties or adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of financing or difficulties in obtaining financing. These events in the equity and credit markets may make it more difficult or costly for us to raise capital through the issuance of our common shares of beneficial interest (“common shares”) or preferred shares. These disruptions in the financial markets also may have a material adverse effect on the market value of our common shares and preferred shares and other adverse effects on us or the economy generally. There can be no assurances that government responses to the disruptions in the financial markets will restore consumer confidence, stabilize the markets or increase liquidity and the availability of equity or credit financing.

Among the market conditions that may affect the value of our common shares and preferred shares are the following:

The attractiveness of REIT securities as compared to other securities, including securities issued by other real estate companies, fixed income equity securities and debt securities;

Changes in revenues or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;

The degree of interest held by institutional investors;

Speculation in the press or investment community;

The ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms;

Our ability to re-lease space as leases expire;

Our ability to refinance our indebtedness as it matures;

Actual or anticipated quarterly fluctuations in our operating results and financial condition;

Any changes in our distribution policy;

Any future issuances of equity securities;

Strategic actions by us or our competitors, such as acquisitions or restructurings;

General market conditions and, in particular, developments related to market conditions for the real estate industry; and

Domestic and international economic and political factors unrelated to our performance.

The volatility in the stock market can create price and volume fluctuations that may not necessarily be comparable to operating performance.

The economic performance and value of our shopping centers depend on many factors, each of which could have an adverse impact on our cash flows and operating results.

The economic performance and value of our properties can be affected by many factors, including the following:

Changes in the national, regional and local economic climate;

Changes in environmental regulatory requirements including, but not limited to, legislation on global warming;

Local conditions such as an oversupply of space or a reduction in demand for real estate in the area;

The attractiveness of the properties to tenants;

Competition from other available space;

Our ability to provide adequate management services and to maintain our properties;

Increased operating costs, if these costs cannot be passed through to tenants;

The cost of periodically renovating, repairing and releasing spaces;

Consequence of any armed conflict involving, or terrorist attack against, the U.S.;

Our ability to secure adequate insurance;

Fluctuations in interest rates;

Changes in real estate taxes and other expenses; and

Availability of financing on acceptable terms or at all.

Our properties consist primarily of neighborhood and community shopping centers and, therefore, our performance is linked to general economic conditions in the market for retail space. The market for retail space has been and may continue to be adversely affected by weakness in the national, regional and local economies where our properties are located, the adverse financial condition of some large retail companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing consumer purchases through catalogues and the Internet. To the extent that any of these conditions occur, they are likely to affect market rents for retail space. In addition, we may face challenges in the management and maintenance of the properties or encounter increased operating costs, such as real estate taxes, insurance and utilities, which may make our properties unattractive to tenants.

Our acquisition activities may not produce the cash flows that we expect and may be limited by competitive pressures or other factors.

We intend to acquire existing commercial properties to the extent that suitable acquisitions can be made on advantageous terms. Acquisitions of commercial properties involve risks such as:

Our estimates on expected occupancy and rental rates may differ from actual conditions;

Our estimates of the costs of any redevelopment or repositioning of acquired properties may prove to be inaccurate;

We may be unable to operate successfully in new markets where acquired properties are located, due to a lack of market knowledge or understanding of local economies;

We may be unable to successfully integrate new properties into our existing operations; or

We may have difficulty obtaining financing on acceptable terms or paying the operating expenses and debt service associated with acquired properties prior to sufficient occupancy.

In addition, we may not be in a position or have the opportunity in the future to make suitable property acquisitions on advantageous terms due to competition for such properties with others engaged in real estate investment. Our inability to successfully acquire new properties may have an adverse effect on our results of operations.

Turmoil in capital markets could adversely impact acquisition activities and pricing of real estate assets.

Volatility in capital markets could adversely affect acquisition activities by impacting certain factors including the tightening of underwriting standards by lenders and credit rating agencies and the significant inventory of unsold collateralized mortgage-backed securities (“CMBS”) in the market. These factors directly affect a lender’s ability to provide debt financing as well as increase the cost of available debt financing. As a result, we may not be able to obtain favorable debt financing in the future or at all. This may result in future acquisitions generating lower overall economic returns, which may adversely affect our results of operations and distributions to shareholders. Furthermore, any turmoil in the capital markets could adversely impact the overall amount of capital available to invest in real estate, which may result in price or value decreases of real estate assets.

Adverse global market and economic conditions may continue to adversely affect us and could cause us to recognize additional impairment charges or otherwise harm our performance.

Market and economic conditions have been unprecedented and challenging with tighter credit conditions. Continued concerns about the systemic impact of the availability and cost of credit, ongoing volatility in European capital markets, the U.S. mortgage market, inflation, energy costs, geopolitical issues and declining equity and real estate markets have contributed to increased market volatility and diminished expectations for the U.S. economy. The retail shopping sector has been negatively affected by these market and economic conditions. These conditions may result in our tenants delaying lease commencements, declining to extend or renew leases upon expiration and/or renewing at lower rates. These conditions also have forced some weaker retailers, in some cases, to declare bankruptcy and/or close stores. Certain retailers have announced store closings even though they have not filed for bankruptcy protection. Lease terminations by certain tenants or a failure by certain tenants to occupy their premises in a shopping center could result in lease terminations or significant reductions in rent by other tenants in the same shopping center under the terms of some leases, in which case we may be unable to re-lease the vacated space at attractive rents or at all, and our rental payments from our continuing tenants could significantly decrease. Additionally, adverse conditions could also result in the revaluation of our investments in real estate joint ventures and partnerships, notes receivable from our real estate joint ventures and partnerships and other property related investments.

We are unable to predict whether, or to what extent or for how long, these adverse market and economic conditions will persist. The continuation and/or intensification of these conditions may impede our ability to generate sufficient operating cash flow to pay expenses, maintain properties, pay dividends and refinance debt.

Reduction of rental income would adversely affect our profitability, our ability to meet our debt obligations and our ability to make distributions to our shareholders.

The substantial majority of our income is derived from rental income from real property. As a result, our performance depends on our ability to collect rent from tenants. Our income and funds for distribution would be negatively affected if a significant number of our tenants, or any of our major tenants (as discussed in more detail below):

Delay lease commencements;

Decline to extend or renew leases upon expiration;

Fail to make rental payments when due; or

Close stores or declare bankruptcy.

Any of these actions could result in the termination of the tenants’ lease and the loss of rental income attributable to the terminated leases. In addition, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In these events, we cannot be sure that any tenant whose lease expires will renew that lease or that we will be able to re-lease space on economically advantageous terms. The loss of rental revenues from a number of our tenants and our inability to replace such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may adversely affect our profitability, our ability to meet debt and other financial obligations and our ability to make distributions to the shareholders.

We may be unable to collect balances due from tenants in bankruptcy.

A tenant that files for bankruptcy protection may not continue to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their property, unless the bankruptcy court permits us to do so. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims it holds, if at all.

Ongoing adverse market and economic conditions and market volatility will likely continue to make it difficult to value the properties and investments owned by us and our unconsolidated joint ventures. There may be significant uncertainty in the valuation, or in the stability of the value, of such properties and investments that could result in a substantial decrease in the value thereof. In addition, we intend to sell certain assets over the next several years. No assurance can be given that we will be able to recover the current carrying amount of all of our properties and those of our unconsolidated joint ventures and/or our goodwill in the future. Our inability to do so would require us to recognize additional impairment charges for the period in which we reached that conclusion, which could materially and adversely affect us.

Our development and construction activities could adversely affect our operating results.

We intend to continue the selective development and construction of retail properties in accordance with our development and underwriting policies as opportunities arise. Our development and construction activities include risks that:

We may abandon development opportunities after expending resources to determine feasibility;

Construction costs of a project may exceed our original estimates;

Occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable;

Rental rates could be less than projected;

Project completion may be delayed because of a number of factors, including weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, adverse economic conditions, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods);

Financing may not be available to us on favorable terms for development of a property;

We may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs; and

We may not be able to obtain, or may experience delays in obtaining necessary zoning, land use, building, occupancy and other required governmental permits and authorizations.

Additionally, the time frame required for development, construction and lease-up of these properties means that we may have to wait years for a significant cash return. If any of the above events occur, the development of properties may hinder our growth and have an adverse effect on our results of operations, including additional impairment charges. In addition, new development activities, regardless of whether or not they are ultimately successful, typically require substantial time and attention from management.

There is a lack of operating history with respect to any recent acquisitions and development of properties, and we may not succeed in the integration or management of additional properties.

These properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management. As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate any new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties. Also, newly acquired properties may not perform as expected.

Real estate property investments are illiquid, and therefore we may not be able to dispose of properties when appropriate or on favorable terms.

Real estate property investments generally cannot be disposed of quickly. In addition, the federal tax code imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to quickly vary our portfolio in response to economic or other conditions promptly or on favorable terms, which could cause us to incur extended losses and reduce our cash flows and adversely affect distributions to shareholders.

Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

We are generally subject to risks associated with debt financing. These risks include:

Our cash flow may not satisfy required payments of principal and interest;

We may not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less favorable to us than the terms of existing debt;

Required debt payments are not reduced if the economic performance of any property declines;

Debt service obligations could reduce funds available for distribution to our shareholders and funds available for capital investment;

Any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and

The risk that necessary capital expenditures for purposes such as re-leasing space cannot be financed on favorable terms.

If a property is mortgaged to secure payment of indebtedness and we cannot make the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks can place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.

Property ownership through real estate partnerships and joint ventures could limit our control of those investments and reduce our expected return.

Real estate partnership or joint venture investments may involve risks not otherwise present for investments made solely by us, including the possibility that our partner or co-venturer might become bankrupt, that our partner or co-venturer might at any time have different interests or goals than us, and that our partner or co-venturer may take action contrary to our instructions, requests, policies or objectives. Other risks of joint venture investments could include impasse on decisions, such as a sale, because neither our partner or co-venturer nor we would have full control over the partnership or joint venture. These factors could limit the return that we receive from those investments or cause our cash flows to be lower than our estimates.

Volatility in market and economic conditions may impact our partners’ ability to perform in accordance with our real estate joint venture and partnership agreements resulting in a change in control or the liquidation plans of its underlying properties.

Changes in control of our investments could result as reconsiderations events are evaluated, such as amendments to our real estate joint venture and partnership agreements, changes in debt guarantees or changes in ownership due to required capital contributions. Any changes in control will result in the revaluation of our investments to fair value, which could lead to an impairment. We are unable to predict whether, or to what extent, a change in control may result or the impact of adverse market and economic conditions may have to our partners.

Our financial condition could be adversely affected by financial covenants.

Our credit facilities and public debt indentures under which our indebtedness is, or may be, issued contain certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our ability to incur secured and unsecured indebtedness, restrictions on our ability to sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants could limit our ability to obtain additional funds needed to address cash shortfalls or pursue growth opportunities or transactions that would provide substantial return to our shareholders. In addition, a breach of these covenants could cause a default under or accelerate some or all of our indebtedness, which could have a material adverse effect on our financial condition.

If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability.

We intend to operate in a manner that allows us to qualify as a REIT for U.S. federal income tax purposes. However, REIT qualification requires us to satisfy numerous requirements (some on an annual or quarterly basis) established under highly technical and complex provisions of the Internal Revenue Code, for which there are a limited number of judicial or administrative interpretations. Our status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within our control. Accordingly, it is not certain we will be able to qualify and remain qualified as a REIT for U.S. federal income tax purposes. Even a technical or inadvertent violation of the REIT requirements could jeopardize our REIT qualification. Furthermore, Congress or the Internal Revenue Service (“IRS”) might change the tax laws or regulations and the courts might issue new rulings, in each case potentially having retroactive effect that could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

We would be taxed as a regular domestic corporation, which, among other things, means that we would be unable to deduct distributions to our shareholders in computing our taxable income and would be subject to U.S. federal income tax on our taxable income at regular corporate rates;

Any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to shareholders, and could force us to liquidate assets or take other actions that could have a detrimental effect on our operating results; and

Unless we were entitled to relief under applicable statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost our qualification, and our cash available for distribution to our shareholders would, therefore, be reduced for each of the years in which we do not qualify as a REIT.

Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow. We may also be subject to certain U.S. federal, state and local taxes on our income and property either directly or at the level of our subsidiaries. Any of these taxes would decrease cash available for distribution to our shareholders.

Compliance with REIT requirements may negatively affect our operating decisions.

To maintain our status as a REIT for U.S. federal income tax purposes, we must meet certain requirements, on an ongoing basis, including requirements regarding our sources of income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our common shares. We may also be required to make distributions to our shareholders when we do not have funds readily available for distribution or at times when our funds are otherwise needed to fund capital expenditures.

As a REIT, we must distribute at least 90% of our annual net taxable income (excluding net capital gains) to our shareholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our net taxable income may be greater than our cash flow available for distribution to our shareholders. If we do not have other funds available in these situations, we could be required to borrow funds, sell a portion of our securities at unfavorable prices or find other sources of funds in order to meet the REIT distribution requirements.

Dividends paid by REITs generally do not qualify for reduced tax rates.

In general, the maximum U.S. federal income tax rate for dividends paid to individual U.S. shareholders is 15% (through 2012). Unlike dividends received from a corporation that is not a REIT, our distributions to individual shareholders generally are not eligible for the reduced rates.

The future composition and quarterly cash distribution rate may change.

For each of the four quarters during 2011 and 2010, we paid a cash distribution at a quarterly rate of $.275 and $.26 per common share, respectively. During the first quarter of 2009, we paid a cash distribution at a quarterly rate of $.525 per common share. Commencing with our second quarter 2009 dividend payout, we paid a cash distribution at a quarterly rate of $.25 per common share.

While we currently expect to pay future distributions in cash, we may pay up to 90% of our distributions in common shares, as permitted by an IRS revenue procedure that allows us to satisfy the REIT income distribution requirement by distributing up to 90% of our distributions in common shares in lieu of paying distributions entirely in cash. In the event that we pay a portion of a distribution in common shares, which we reserve the right to do, recipients would be required to pay tax on the entire amount of the distribution, including the portion paid in common shares, in which case the recipients might have to pay the tax using cash from other sources. Furthermore, with respect to non-U.S. holders, we may be required to withhold U.S. tax with respect to all or a portion of such distribution that is payable in common shares.

The timing, amount and composition of any future distributions to our common shareholders will be at the sole discretion of our Board of Trust Managers and will depend upon a variety of factors as to which no assurance can be given. Our ability to make distributions to our common shareholders depends, in part, upon our operating results, overall financial condition, the performance of our portfolio (including occupancy levels and rental rates), our capital requirements, access to capital, our ability to qualify for taxation as a REIT and general business and market conditions.

There may be future dilution of our common shares.

Our declaration of trust authorizes our Board of Trust Managers to, among other things, issue additional common or preferred shares or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional common or preferred shares or convertible securities could be substantially dilutive to holders of our common shares. Moreover, to the extent that we issue restricted shares, options, or warrants to purchase our common shares in the future and those options or warrants are exercised or the restricted shares vest, our shareholders may experience further dilution. Holders of our common shares have no preemptive rights that entitle them to purchase a pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common shares as to distributions and in liquidation, which could negatively affect the value of our common shares.

In the future, we may attempt to increase our capital resources by entering into unsecured or secured debt or debt-like financings, or by issuing additional debt or equity securities, which could include issuances of medium-term notes, senior notes, subordinated notes, secured debt, guarantees, preferred shares, hybrid securities, or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive distributions of our available assets before distributions to the holders of our common shares. Because any decision to incur debt and issue securities in future offerings may be influenced by market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.

An uninsured loss or a loss that exceeds the policies on our properties could subject us to lost capital or revenue on those properties.

Under the terms and conditions of the leases currently in force on our properties, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, on or off the premises, due to activities conducted on the properties, except for claims arising from our negligence or intentional misconduct or that of our agents. Tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. We have obtained comprehensive liability, casualty, property, flood and rental loss insurance policies on our properties. All of these policies may involve substantial deductibles and certain exclusions. In addition, we cannot assure the shareholders that the tenants will properly maintain their insurance policies or have the ability to pay the deductibles. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to the shareholders.

Loss of our key personnel could adversely affect the value of our common shares and operations.

We are dependent on the efforts of our key executive personnel. Although we believe qualified replacements could be found for these key executives, the loss of their services could adversely affect the value of our common shares and operations.

Our declaration of trust contains certain limitations associated with share ownership.

In order to maintain our status as a REIT, our declaration of trust prohibits any individual from owning more than 9.8% of our outstanding common shares. This restriction is likely to discourage third parties from acquiring control without the consent of our Board of Trust Managers, even if a change in control were in the best interests of our shareholders.

Also, our declaration of trust requires the approval of the holders of 80% of our outstanding common shares and the approval by not less than 50% of the outstanding common shares not owned by any related person (a person owning more than 50% of our common shares) in order to consummate a business transaction such as a merger. There are certain exceptions to this requirement; however, the 80% approval requirement could make it difficult for us to consummate a business transaction even if it is in the best interest of our shareholders.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unintended expenditures that adversely affect our cash flows.

All of our properties are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and noncompliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result, we could be required to expend funds to comply with the provisions of the ADA, which could adversely affect the results of operations and financial condition and our ability to make distributions to shareholders. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the properties. We may be required to make substantial capital expenditures to comply with those requirements, and these expenditures could have a material adverse effect on our ability to meet the financial obligations and make distributions to our shareholders.

Changes in accounting standards may adversely impact our financial condition and results of operations.

The Financial Accounting Standards Board (“FASB”), in conjunction with the SEC, has several key projects on their agenda that could impact how we currently account for our material transactions, including lease accounting and other convergence projects with the International Accounting Standards Board. We believe that these and other potential proposals could have varying degrees of impact on us ranging from minimal to material. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact any such proposal could have on us.

Our real estate investments may contain environmental risks that could adversely affect our operating results.

The acquisition of certain assets may subject us to environmental liabilities. Our operating expenses could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations. In addition, under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or have arranged for the disposal or treatment of hazardous or toxic substances. As a result, we may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property.

We may also be liable for other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). We may incur such liability whether or not we knew of, or were responsible for, the presence of such hazardous or toxic substances. Any liability could be of substantial magnitude and divert management’s attention from other aspects of our business and, as a result, could have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to the shareholders.

Compliance with federal and state laws and regulations on climate control may reduce the value or profitability of our properties or adversely affect our cash flow.

All of our properties are required to comply with state and federal legislation and regulation that has been made or will be made regarding climate control. These matters may cause us or our tenants to incur substantial compliance, remediation and other costs, and can prohibit or severely restrict development in environmentally sensitive regions or areas. If not addressed, climate control issues or environmental conditions could impair our ability to sell or re-lease the affected properties in the future or result in lower sales prices or rent payments.

Currently, we are subject to certain regulations regarding the future replacement of roofing on our properties located in California, the City of Houston and Burbank, Illinois, which will increase the cost of replacement roofs for those properties. Compliance with these regulations is not expected to have a material effect on our operating results.

Natural disasters and severe weather conditions could have an adverse effect on our cash flow and operating results.

Changing weather patterns and climatic conditions, such as global warming, may have added to the unpredictability and frequency of natural disasters in some parts of the world and created additional uncertainty as to future trends and exposures. Our operations are located in many areas that are subject to natural disasters and severe weather conditions such as hurricanes, tornadoes, earthquakes, droughts, floods and fires. The occurrence of natural disasters or severe weather conditions can delay new development projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs, and negatively impact the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from these events, our earnings, liquidity or capital resources could be adversely affected.

We are unable to predict the effect of current governmental proposals.

The current U.S. administration and Congress have made, or called for consideration of, several additional proposals relating to a variety of issues, including healthcare, financial regulation reform, climate control and others. We believe that these and other potential proposals could have varying degrees of impact on us ranging from minimal to material. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact any such proposal could have on us.

ITEM 1B.

Unresolved Staff Comments

None.

ITEM 2.

Properties

At December 31, 2011, our real estate properties consisted of 391 locations in 23 states. A complete listing of these properties, including the name, location, building area and land area, is as follows (in square feet):


Center and Location		Building Total		Land Total

Retail

Arizona
Arrowhead Festival S.C., 75th Ave. at W. Bell Rd., Glendale			194,309		157,000
Basha's Valley Plaza, S. McClintock at E. Southern, Tempe			153,880		570,000
Broadway Marketplace, Broadway at Rural, Tempe			87,379		347,000
Camelback Village Square, Camelback at 7th Avenue, Phoenix			242,715		543,000
Desert Village, Pinnacle Peak Rd. at Pima Rd., Scottsdale			107,214		595,901
Entrada de Oro, Magee Road and Oracle Road, Tucson			109,075		572,000
Fountain Plaza, 77th St. at McDowell, Scottsdale			294,813		445,000
Fry's Ellsworth Plaza, Broadway Rd. at Ellsworth Rd., Mesa			73,608		58,000
Laveen Village Market, Baseline Rd. at 51st St., Phoenix			319,067		372,274
Madera Village, Tanque Verde Rd. and Catalina Hwy., Tucson			106,893		419,000
Mohave Crossroads, Bullhead Parkway at State Route 95, Bullhead City			396,702		990,867
Monte Vista Village Center, Baseline Rd. at Ellsworth Rd., Mesa			108,551		353,000
Oracle Crossings, Oracle Highway and Magee Road, Tucson			263,163		1,307,000
Oracle Wetmore, Wetmore Road and Oracle Highway, Tucson			343,089		711,162
Palmilla Center, Dysart Rd. at McDowell Rd., Avondale			178,219		264,000
Pueblo Anozira, McClintock Dr. at Guadalupe Rd., Tempe			157,221		769,000
Raintree Ranch, Ray Rd. at Price Rd., Chandler			133,020		714,813
Rancho Encanto, 35th Avenue at Greenway Rd., Phoenix			72,170		246,440
Red Mountain Gateway, Power Rd. at McKellips Rd., Mesa			199,012		353,000
Scottsdale Horizon, Frank Lloyd Wright Blvd. and Thompson Peak Parkway, Scottsdale			148,383		61,000
Shoppes at Bears Path, Tanque Verde Rd. and Bear Canyon Rd., Tucson			66,131		362,000
Squaw Peak Plaza, 16th Street at Glendale Ave., Phoenix			60,728		220,000
The Shoppes at Parkwood Ranch, Southern Avenue and Signal Butte Road, Mesa			106,738		569,966
Arizona, Total			3,922,080		11,001,423

Arkansas
Markham Square, W. Markham at John Barrow, Little Rock			125,884		514,000
Markham West, 11400 W. Markham, Little Rock			178,500		769,000
Westgate, Cantrell at Bryant, Little Rock			52,626		206,000
Arkansas, Total			357,010		1,489,000

California
580 Market Place, E. Castro Valley at Hwy. I-580, Castro Valley			100,165		444,000
Arcade Square, Watt Ave. at Whitney Ave., Sacramento			76,497		234,000
Buena Vista Marketplace, Huntington Dr. at Buena Vista St., Duarte			115,340		322,000
Centerwood Plaza, Lakewood Blvd. at Alondra Dr., Bellflower			75,486		333,000
Chino Hills Marketplace, Chino Hills Pkwy. at Pipeline Ave., Chino Hills			311,034		1,187,000
Creekside Center, Alamo Dr. at Nut Creek Rd., Vacaville			114,445		400,000
Discovery Plaza, W. El Camino Ave. at Truxel Rd., Sacramento			93,398		417,000
El Camino Promenade, El Camino Real at Via Molena, Encinitas			129,651		451,000
Freedom Centre, Freedom Blvd. at Airport Blvd., Watsonville			150,241		543,000
Fremont Gateway Plaza, Paseo Padre Pkwy. at Walnut Ave., Fremont			361,701		650,000
Greenhouse Marketplace, Lewelling Blvd. at Washington Ave., San Leandro			236,832		578,000
Hallmark Town Center, W. Cleveland Ave. at Stephanie Ln., Madera			98,359		365,000
Jess Ranch Marketplace, Bear Valley Rd. at Jess Ranch Pkwy., Apple Valley	(1)(3)		307,937		920,423
Jess Ranch Phase III, Bear Valley Road at Jess Ranch Parkway, Apple Valley	(1)(3)		185,121		741,813


Center and Location		Building Total		Land Total

Marshalls Plaza, McHenry at Sylvan Ave., Modesto			85,952		218,000
Menifee Town Center, Antelope Rd. at Newport Rd., Menifee			248,734		658,000
Prospectors Plaza, Missouri Flat Rd. at US Hwy. 50, Placerville			236,959		866,684
Rancho San Marcos Village, San Marcos Blvd. at Rancho Santa Fe Rd., San Marcos			132,689		541,000
San Marcos Plaza, San Marcos Blvd. at Rancho Santa Fe Rd., San Marcos			81,086		116,000
Shasta Crossroads, Churn Creek Rd. at Dana Dr., Redding			252,651		520,000
Silver Creek Plaza, E. Capital Expressway at Silver Creek Blvd., San Jose			197,925		573,000
Southampton Center, IH-780 at Southampton Rd., Benecia			162,764		596,000
Stoneridge Town Centre, Highway 60 at Nason St., Moreno Valley	(1)(3)		431,272		1,104,246
Stony Point Plaza, Stony Point Rd. at Hwy. 12, Santa Rosa			200,634		619,000
Summerhill Plaza, Antelope Rd. at Lichen Dr., Sacramento			128,880		704,000
Sunset Center, Sunset Ave. at State Hwy. 12, Suisun City			98,279		359,000
Tully Corners Shopping Center, Tully Rd at Quimby Rd, San Jose	(1)(3)		115,992		430,891
Valley, Franklin Blvd. and Mack Rd., Sacramento			107,005		580,000
Westminster Center, Westminster Blvd. at Golden West St., Westminster			425,690		1,739,000
California, Total			5,262,719		17,211,057

Colorado
Academy Place, Academy Blvd. at Union Blvd., Colorado Springs			290,464		404,000
Aurora City Place, E. Alameda at I225, Aurora	(1)(3)		542,957		2,260,000
Cherry Creek, E. Alameda Ave. at S. Colorado Blvd. Glendale			272,671		330,795
CityCenter Englewood, S. Santa Fe at Hampden Ave., Englewood	(1)(3)		359,305		452,941
Crossing at Stonegate, Jordon Rd. at Lincoln Ave., Parker	(1)(3)		109,058		870,588
Edgewater Marketplace, Sheridan Blvd. at 17th Ave., Edgewater			271,780		538,576
Green Valley Ranch Towne Center, Tower Rd. at 48th Ave., Denver	(1)(3)		114,947		276,000
Lowry Town Center, 2nd Ave. at Lowry Ave., Denver	(1)(3)		129,398		246,000
River Point at Sheridan, Highway 85 and Highway 285, Sheridan	(1)(2)		446,236		3,266,813
The Gardens on Havana, Mississippi at Havana, Aurora	(1)(3)		946,607		0
Thorncreek Crossing, Washington St. at 120th St., Thornton	(1)(3)		386,137		1,156,863
Uintah Gardens, NEC 19th St. at West Uintah, Colorado Springs			214,774		677,000
Westminster Plaza, North Federal Blvd. at 72nd Ave., Westminster	(1)		111,113		636,000
Colorado, Total			4,195,447		11,115,576

Florida
Alafaya Square, Alafaya Trail, Oviedo	(1)(3)		176,486		915,000
Argyle Village, Blanding at Argyle Forest Blvd., Jacksonville			315,497		1,329,000
Atlantic North, Kernan Blvd. at Atlantic Blvd., Jacksonville	(1)(3)		67,685		326,061
Atlantic West, Kernan Blvd. at Atlantic Blvd., Jacksonville	(1)(3)		163,481		584,304
Boca Lyons, Glades Rd. at Lyons Rd., Boca Raton			117,515		545,000
Clermont Landing, U.S. 27 & Steve's Road, Clermont	(1)(2)(3)		2,183,994		2,039,915
Colonial Landing, East Colonial Dr. at Maguire Boulevard, Orlando	(1)		263,007		980,000
Colonial Plaza, E. Colonial Dr. at Primrose Dr., Orlando			502,182		2,009,000
Countryside Centre, US Highway 19 at Countryside Boulevard, Clearwater			247,163		906,440
East Lake Woodlands, East Lake Road and Tampa Road, Palm Harbor	(1)(3)		140,617		730,000
Embassy Lakes, Sheraton St. at Hiatus Rd., Cooper City			179,937		618,000
Epic Village–St. Augustine, SR 207 at Rolling Hills Dr., St. Augustine	(1)		62,542		773,626
Flamingo Pines, Pines Blvd. at Flamingo Rd., Pembroke Pines			266,761		739,925
Flamingo Pines, Pines Blvd. at Flamingo Rd., Pembroke Pines	(1)(3)		148,435		707,075
Hollywood Hills Plaza, Hollywood Blvd. at North Park Rd., Hollywood	(1)(3)		408,509		1,429,000
Indian Harbour Place, East Eau Gallie Blvd., Indian Harbour Beach	(1)(3)		163,521		636,000
International Drive Value Center, International Dr. and Touchstone Dr., Orlando	(1)(3)		185,664		985,000
Kendall Corners, Kendall Drive and SW 127th Avenue, Miami	(1)(3)		96,472		365,000
Kernan Village, Kernan Blvd. at Atlantic Blvd., Jacksonville	(1)(3)		288,925		615,114
Lake Washington Crossing, Wickham Rd. at Lake Washington Rd., Melbourne	(1)(3)		118,828		580,000


Center and Location		Building Total		Land Total

Lake Washington Square, Wickham Rd. at Lake Washington Rd., Melbourne			111,811		688,000
Largo Mall, Ulmerton Rd. at Seminole Ave., Largo			575,247		1,888,000
Market at Southside, Michigan Ave. at Delaney Ave., Orlando			159,755		349,000
Marketplace at Seminole Towne Center, Central Florida Greenway and Rinehart Rd., Sanford			491,962		1,743,000
Northridge, E. Commercial Blvd. at Dixie Hwy., Oakland Park	(1)(3)		239,097		901,000
Palm Lakes Plaza, Atlantic Boulevard and Rock Island Road, Maragate	(1)(3)		113,752		550,000
Palms of Carrollwood, N. Dale Maybry Dr. at Fletcher Ave., Tampa			167,887		679,536
Paradise Key at Kelly Plantation, US Highway 98 and Mid Bay Bridge Rd, Destin	(1)(3)		271,777		1,247,123
Pembroke Commons, University at Pines Blvd., Pembroke Pines	(1)(3)		324,829		1,394,000
Phillips Crossing, Interstate 4 and Sand Lake Road, Orlando			145,644		697,000
Phillips Landing, Turkey Lake Rd., Orlando			286,038		311,000
Pineapple Commons, US Highway 1 and Britt Rd., Stuart	(1)(3)		268,468		762,736
Publix at Laguna Isles, Sheridan St. at SW 196th Ave., Pembroke Pines			69,475		400,000
Quesada Commons, Quesada Ave. and Toledo Blade Blvd., Port Charlotte	(1)(3)		58,890		312,000
Shoppes at Paradise Isle, 34940 Emerald Coast Pkwy., Destin	(1)(3)		171,669		764,000
Shoppes at Parkland, Hillsboro Blvd. at State Rd. #7, Parkland	(1)		167,240		905,000
Shoppes of Port Charlotte, Toledo Blade Blvd. and Tamiami Trail, Port Charlotte	(1)(3)		3,921		176,720
Shoppes of Port Charlotte, Toledo Blade Blvd. and Tamiami Trail, Port Charlotte	(1)(3)		41,011		276,000
South Dade, South Dixie Highway and Eureka Drive, Miami	(1)(3)		219,473		1,230,000
Sunrise West Shopping Center, West Commercial Dr. and NW 91st Ave., Sunrise	(1)(3)		76,321		540,000
Sunset 19, US Hwy. 19 at Sunset Pointe Rd., Clearwater			275,910		1,078,000
Tamiami Trail Shops, S.W. 8th St. at S.W. 137th Ave., Miami	(1)(3)		132,564		515,000
The Marketplace at Dr. Phillips, Dr. Phillips Boulevard and Sand Lake Road, Orlando	(1)(3)		326,108		1,495,000
The Shoppes at South Semoran, Semoran Blvd. at Pershing Ave., Orlando			101,486		451,282
TJ Maxx Plaza, 117th Avenue at Sunset Blvd., Kendall			161,429		540,000
University Palms, Alafaya Trail at McCullough Rd., Oviedo	(1)		105,127		522,000
Venice Pines, Center Rd. at Jacaranda Blvd., Venice			97,303		525,000
Vizcaya Square, Nob Hill Rd. at Cleary Blvd., Plantation			112,410		521,000
Westland Terrace Plaza, SR 50 at Apopka Vineland Rd., Orlando			260,521		361,000
Whole Foods @ Carrollwood, Northdale Blvd. at North Dale Mabry	(2)		36,700		275,735
Winter Park Corners, Aloma Ave. at Lakemont Ave., Winter Park			102,382		400,000
Florida, Total			11,773,428		40,311,592

Georgia
Brookwood Marketplace, Peachtree Pkwy. at Mathis Airport Rd., Suwannee			397,295		1,459,000
Brookwood Square, East-West Connector at Austell Rd., Austell			234,501		971,000
Brownsville Commons, Brownsville Rd. and Hiram-Lithia Springs Rd., Powder Springs			81,886		205,000
Camp Creek Marketplace II, Camp Creek Pkwy. and Carmla Dr., Atlanta			228,003		724,000
Cherokee Plaza, Peachtree Road and Colonial Drive, Atlanta	(1)		99,749		336,000
Dacula Marketplace, Fence Rd. at Dacula Rd., Dacula	(2)		99,403		279,220
Dallas Commons, US Hwy. 278 and Nathan Dean Blvd., Dallas			95,262		244,000
Grayson Commons, Grayson Hwy. at Rosebud Rd., Grayson			76,611		507,383
Lakeside Marketplace, Cobb Pkwy. (US Hwy. 41), Acworth			332,044		736,000
Mansell Crossing, North Point Parkway at Mansell Rd, Alpharetta	(1)(3)		102,931		582,833
Perimeter Village, Ashford-Dunwoody Rd., Atlanta			387,755		1,803,820
Publix at Princeton Lakes, Carmia Dr. and Camp Creek Dr., Atlanta	(1)(3)		72,207		336,000
Reynolds Crossing, Steve Reynolds and Old North Cross Rd., Duluth			115,983		407,000
Roswell Corners, Woodstock Rd. at Hardscrabble Rd., Roswell			318,369		784,000
Sandy Plains Exchange, Sandy Plains at Scufflegrit, Marietta	(1)		72,784		452,000
Thompson Bridge Commons, Thompson Bridge Rd. at Mt. Vernon Rd., Gainesville	(1)		95,587		540,000
Georgia, Total			2,810,370		10,367,256


Center and Location		Building Total		Land Total

Illinois
Burbank Station, S. Cicero Ave. at W. 78th St., Burbank			303,566		1,013,380
Illinois, Total			303,566		1,013,380

Kansas
Kohl's, Wanamaker Rd. at S.W. 17th St., Topeka			115,716		444,000
Kansas, Total			115,716		444,000

Kentucky
Festival at Jefferson Court, Outer Loop at Jefferson Blvd., Louisville			218,396		1,153,000
Millpond Center, Boston at Man O’War, Lexington			151,567		773,000
Regency Shopping Centre, Nicholasville Rd. & West Lowry Ln., Lexington			189,016		590,000
Tates Creek, Tates Creek at Man O’War, Lexington			179,450		586,384
Kentucky, Total			738,429		3,102,384

Louisiana
14/Park Plaza, Hwy. 14 at General Doolittle, Lake Charles			172,068		535,000
Danville Plaza, Louisville at 19th, Monroe			141,218		539,000
K-Mart Plaza, Ryan St., Lake Charles	(1)(3)		232,390		126,000
Manhattan Place, Manhattan Blvd. at Gretna Blvd., Harvey			276,615		718,339
Orleans Station, Paris, Robert E. Lee at Chatham, New Orleans			3,000		15,318
Prien Lake Plaza, Prien Lake Rd. at Nelson Rd., Lake Charles			213,618		64,950
River Marketplace, Ambassador Caffery at Kaliste Saloom, Lafayette	(1)(3)		342,935		1,029,415
Southgate, Ryan at Eddy, Lake Charles			158,587		511,000
Town & Country Plaza, U.S. Hwy. 190 West, Hammond			224,827		645,000
University Place, 70th St. at Youree Dr., Shreveport	(1)(3)		376,154		1,076,803
University Place, 71st St. at Youree Dr., Shreveport			5,100		37,462
Westwood Village, W. Congress at Bertrand, Lafayette			138,034		942,000
Louisiana, Total			2,284,546		6,240,287

Maine
The Promenade, Essex at Summit, Lewiston	(1)		181,938		962,667
Maine, Total			181,938		962,667

Missouri
Ballwin Plaza, Manchester Rd. at Vlasis Dr., Ballwin			200,915		653,000
Western Plaza, Hwy 141 at Hwy. 30, Fenton	(1)(3)		56,734		654,000
Missouri, Total			257,649		1,307,000

Nevada
Best in the West, Rainbow at Lake Mead Rd., Las Vegas			428,067		1,516,000
Charleston Commons, Charleston and Nellis, Las Vegas			362,514		1,314,791
College Park S.C., E. Lake Mead Blvd. at Civic Ctr. Dr., North Las Vegas			195,367		721,000
Eastern Horizon, Eastern Ave. at Horizon Ridge Pkwy., Henderson			209,727		478,000
Francisco Centre, E. Desert Inn Rd. at S. Eastern Ave., Las Vegas			148,815		639,000
Mission Center, Flamingo Rd. at Maryland Pkwy, Las Vegas			212,169		570,000
Paradise Marketplace, Flamingo Rd. at Sandhill, Las Vegas			148,092		323,556
Rainbow Plaza, Phase I, Rainbow Blvd. at Charleston Blvd., Las Vegas			136,369		514,518
Rainbow Plaza, Rainbow Blvd. at Charleston Blvd., Las Vegas			273,916		1,033,482
Rancho Towne & Country, Rainbow Blvd. at Charleston Blvd., Las Vegas			137,843		350,000
Tropicana Beltway, Tropicana Beltway at Fort Apache Rd., Las Vegas			617,821		1,466,000
Tropicana Marketplace, Tropicana at Jones Blvd., Las Vegas			142,643		309,912
Westland Fair North, Charleston Blvd. at Decatur Blvd., Las Vegas			602,904		1,008,451
Nevada, Total			3,616,247		10,244,710

New Mexico
Eastdale, Candelaria Rd. at Eubank Blvd., Albuquerque			119,091		601,000
North Towne Plaza, Academy Rd. at Wyoming Blvd., Albuquerque			138,506		607,000
Pavillions at San Mateo, I-40 at San Mateo, Albuquerque			208,691		604,733


Center and Location		Building Total		Land Total

Wyoming Mall, Academy Rd. at Northeastern, Albuquerque			270,899		271,407
New Mexico, Total			737,187		2,084,140

North Carolina
Avent Ferry, Avent Ferry Rd. at Gorman St., Raleigh			111,622		669,000
Bull City Market, Broad St. at West Main St., Durham			40,875		112,000
Capital Square, Capital Blvd. at Huntleigh Dr., Cary			143,063		607,000
Chatham Crossing, US 15/501 at Plaza Dr., Chapel Hill	(1)(3)		96,155		424,000
Cole Park Plaza, US 15/501 and Plaza Dr., Chapel Hill	(1)(3)		82,258		380,000
Falls Pointe, Neuce Rd. at Durant Rd., Raleigh			193,331		659,000
Galleria, Galleria Boulevard and Sardis Road, Charlotte			328,276		799,000
Harrison Pointe, Harrison Ave. at Maynard Rd., Cary			130,934		1,222,382
Heritage Station, Forestville Rd. at Rogers Rd., Wake Forest	(1)		72,669		392,000
High House Crossing, NC Hwy. 55 at Green Level W. Rd., Cary			90,155		606,000
Hope Valley Commons, Highway 751 and Highway 54, Durham			81,471		1,247,123
Johnston Road Plaza, Johnston Rd. at McMullen Creek Pkwy., Charlotte			79,508		466,000
Leesville Town Centre, Leesville Rd. at Leesville Church Rd., Raleigh			114,396		904,000
Mineral Springs Village, Mineral Springs Rd. at Wake Forest Rd., Durham			59,859		572,000
Northwoods Market, Maynard Rd. at Harrison Ave., Cary			77,802		431,000
Parkway Pointe, Cory Parkway at S. R. 1011, Cary			80,061		461,000
Pinecrest Plaza, Hwy. 15-501 at Morganton Rd., Pinehurst			252,038		1,438,000
Ravenstone Commons, Hwy. 98 at Sherron Rd., Durham			60,424		374,000
Six Forks Station, Six Forks Rd. at Strickland Rd., Raleigh			466,585		1,843,000
Steele Creek Crossing, York Rd. at Steele Creek Rd., Charlotte			77,301		491,000
Stonehenge Market, Creedmoor Rd. at Bridgeport Dr., Raleigh			188,521		669,000
Surf City Crossing, Highway 17 and Highway 210, Surf City	(2)		56,199		434,311
Waterford Village, U.S. Hwy. 17 & U.S. Hwy. 74/76, Leland			83,512		1,426,594
Whitehall Commons, NWC of Hwy. 49 at I-485, Charlotte			444,561		360,000
North Carolina, Total			3,411,576		16,987,410

Oklahoma
Market Boulevard, E. Reno Ave. at N. Douglas Ave., Midwest City			35,765		142,000
Town and Country, Reno Ave. at North Air Depot, Midwest City			128,231		540,000
Oklahoma, Total			163,996		682,000

Oregon
Clackamas Square, SE 82nd Avenue and SE Causey Avenue, Portland	(1)(3)		136,739		215,000
Oak Grove Market Center, SE Mcloughlin Blvd. & Oak Grove Ave., Portland			97,177		292,288
Raleigh Hills Plaza, SW Beaverton-Hillsdale Hwy. and SW Scholls Ferry Road, Portland	(1)(3)		39,520		165,000
Oregon, Total			273,436		672,288

South Carolina
Fresh Market Shoppes, 890 William Hilton Head Pkwy., Hilton Head	(1)(3)		86,120		436,000
South Carolina, Total			86,120		436,000

Tennessee
Bartlett Towne Center, Bartlett Blvd. at Stage Rd., Bartlett			192,624		774,000
Commons at Dexter Lake Phase II, Dexter at N. Germantown, Memphis	(1)		66,838		272,792
Commons at Dexter Lake, Dexter at N. Germantown, Memphis	(1)		178,558		740,208
Highland Square, Summer at Highland, Memphis			14,490		84,000
Mendenhall Commons, South Mendenahall Rd. and Sanderlin Ave., Memphis	(1)		88,108		250,000
Ridgeway Trace, Poplar Avenue and Ridgeway Road, Memphis	(2)		284,236		222,553
Summer Center, Summer Ave. at Waring Rd., Memphis			139,021		560,000
Tennessee, Total			963,875		2,903,553


Center and Location		Building Total		Land Total

Texas
10/Federal, I-10 at Federal, Houston	(1)		132,472		474,000
Alabama-Shepherd, S. Shepherd at W. Alabama, Houston			56,969		176,000
Angelina Village, Hwy. 59 at Loop 287, Lufkin			248,199		1,835,000
Bayshore Plaza, Spencer Hwy. at Burke Rd., Houston			122,039		196,000
Bell Plaza, 45th Ave. at Bell St., Amarillo	(1)		130,631		682,000
Bellaire Boulevard, Bellaire at S. Rice, Houston	(1)		41,273		137,000
Boswell Towne Center, Highway 287 at Bailey Boswell Rd., Saginaw			88,008		137,000
Braeswood Square, N. Braeswood at Chimney Rock, Houston			104,686		422,000
Broadway, Broadway at 59th St., Galveston	(1)		74,604		220,000
Broadway, S. Broadway at W. 9th St., Tyler			60,400		259,000
Calder, Calder at 24th St., Beaumont			34,641		95,000
Cedar Bayou, Bayou Rd., La Marque			45,561		51,000
Central Plaza, Loop 289 at Slide Rd., Lubbock			151,677		529,000
Centre at Post Oak, Westheimer at Post Oak Blvd., Houston			184,601		505,000
Champions Village, F.M. 1960 at Champions Forest Dr., Houston	(1)		384,581		1,391,000
Crossroads, I-10 at N. Main, Vidor			115,692		484,000
Cullen Center, Cullen at Reed, Houston			7,316		30,000
Cullen Plaza, Cullen at Wilmington, Houston	(1)		84,517		318,000
Custer Park, SWC Custer Road at Parker Road, Plano			179,573		376,000
Cypress Pointe, F.M. 1960 at Cypress Station, Houston			283,059		737,000
Eastpark, Mesa Rd. at Tidwell, Houston			1,576		85,262
Edgebrook, Edgebrook at Gulf Fwy., Houston	(1)		78,460		360,000
Fiesta Trails, I-10 at DeZavala Rd., San Antonio			482,370		1,589,000
Fiesta Village, Quitman at Fulton, Houston	(1)		30,249		80,000
Fondren/West Airport, Fondren at W. Airport, Houston			37,717		223,000
Galveston Place, Central City Blvd. at 61st St., Galveston			210,187		828,000
Gateway Station, I-35W and McAlister Rd., Burleson	(1)		68,500		344,286
Glenbrook Square, Telephone Road, Houston	(1)		77,890		320,000
Griggs Road, Griggs at Cullen, Houston	(1)		80,116		382,000
Harrisburg Plaza, Harrisburg at Wayside, Houston	(1)		93,438		334,000
Heights Plaza, 20th St. at Yale, Houston			71,777		228,000
Horne Street Market, I-30 & Horne Street, Fort Worth			42,267		223,463
Humblewood Shopping Plaza, Eastex Fwy. at F.M. 1960, Houston			275,673		784,000
I-45/Telephone Rd. Center, I-45 at Maxwell Street, Houston	(1)		171,789		658,586
Independence Plaza, Town East Blvd., Mesquite			170,363		787,000
Jacinto City, Market at Baca, Houston	(1)		49,138		134,000
Killeen Marketplace, 3200 E. Central Texas Expressway, Killeen			251,137		512,000
Kirby Strip Center, Kirby Dr., Houston			10,000		37,897
Lake Pointe Market Center, Dalrock Rd. at Lakeview Pkwy., Rowlett			121,689		218,158
Las Tiendas Plaza, Expressway 83 at McColl Rd., McAllen	(1)(3)		500,067		910,000
Lawndale, Lawndale at 75th St., Houston	(1)		52,127		177,000
League City Plaza, I-45 at F.M. 518, League City	(1)		126,990		680,000
Little York Plaza, Little York at E. Hardy, Houston	(1)		113,878		483,000
Lone Star Pavilions, Texas at Lincoln Ave., College Station			106,907		439,000
Lyons Avenue, Lyons at Shotwell, Houston	(1)		67,629		178,000
Market at Nolana, Nolana Ave. and 29th St., McAllen	(1)(3)		243,821		181,300
Market at Sharyland Place, U.S. Expressway 83 and Shary Rd., Mission	(1)(3)		301,174		543,000
Market at Town Center, Town Center Blvd., Sugar Land			388,255		1,733,000
Market at Westchase, Westheimer at Wilcrest, Houston			84,081		318,000
Montgomery Plaza, Loop 336 West at I-45, Conroe			322,987		1,156,784
Moore Plaza, S. Padre Island Dr. at Staples, Corpus Christi			599,622		1,491,000
North Creek Plaza, Del Mar Blvd. at Hwy. I-35, Laredo			481,764		1,251,000
North Main Square, Pecore at N. Main, Houston			18,515		64,000


Center and Location		Building Total		Land Total

North Oaks, F.M. 1960 at Veterans Memorial, Houston	(1)		405,186		1,646,000
North Park Plaza, Eastex Fwy. at Dowlen, Beaumont	(1)(3)		302,606		636,000
North Towne Plaza, U.S. 77 and 83 at SHFM 802, Brownsville	(2)		128,600		303,715
North Triangle, I-45 at F.M. 1960, Houston			16,060		113,000
Northbrook Center, Northwest Fwy. at W. 34th, Houston			173,288		655,000
Northcross, N. 10th St. at Nolana Loop, McAllen	(1)(3)		75,517		218,000
Northwest Crossing, N.W. Fwy. at Hollister, Houston	(1)(3)		300,310		884,000
Oak Forest, W. 43rd at Oak Forest, Houston			151,324		541,000
Oak Park Village, Nacogdoches at New Braunfels, San Antonio	(1)		64,287		221,000
Old Navy Building, 1815 10th St., McAllen	(1)(3)		15,000		62,000
Orchard Green, Gulfton at Renwick, Houston			74,983		273,000
Overton Park Plaza, SW Loop 820/Interstate 20 at South Hulen St., Ft. Worth			465,259		1,636,000
Palmer Plaza, F.M. 1764 at 34th St., Texas City			196,506		367,000
Parliament Square II, W. Ave. at Blanco, San Antonio			54,541		220,919
Parliament Square, W. Ave. at Blanco, San Antonio			64,950		263,081
Phelan West, Phelan at 23rd St., Beaumont	(1)(3)		82,221		88,509
Phelan, Phelan at 23rd St., Beaumont			12,000		63,000
Pitman Corners, Custer Road at West 15th, Plano			192,283		699,000
Plantation Centre, Del Mar Blvd. at McPherson Rd., Laredo			143,110		596,000
Preston Shepard Place, Preston Rd. at Park Blvd., Plano	(1)(3)		363,337		1,359,072
Randall's/Cypress Station, F.M. 1960 at I-45, Houston			136,891		618,000
Randall's/Kings Crossing, Kingwood Dr. at Lake Houston Pkwy., Houston	(1)		126,397		624,000
Randall's/Norchester, Grant at Jones, Houston			105,076		475,000
Richmond Square, Richmond Ave. at W. Loop 610, Houston			93,870		135,000
River Oaks East, W. Gray at Woodhead, Houston			71,265		206,000
River Oaks West, W. Gray at S. Shepherd, Houston			248,816		609,000
Rose-Rich, U.S. Hwy. 90A at Lane Dr., Rosenberg			100,096		386,000
Sharyland Towne Crossing, Shary Rd. at Hwy. 83, Mission	(1)(3)		484,949		2,008,000
Sheldon Forest North, North, I-10 at Sheldon, Houston			22,040		131,000
Sheldon Forest South, North, I-10 at Sheldon, Houston	(1)		75,340		328,000
Shops at Three Corners, S. Main at Old Spanish Trail, Houston	(1)		272,350		1,007,143
South 10th St. HEB, S. 10th St. at Houston St., McAllen	(1)(3)		103,702		368,000
Southgate, W. Fuqua at Hiram Clark, Houston	(1)		125,260		533,000
Spring Plaza, Hammerly at Campbell, Houston	(1)		59,166		202,000
Starr Plaza, U.S. Hwy. 83 at Bridge St., Rio Grande City	(1)(3)		176,693		742,000
Stella Link, Stella Link at S. Braeswood, Houston			70,087		423,588
Studemont, Studewood at E. 14th St., Houston			28,466		91,000
Ten Blalock Square, I-10 at Blalock, Houston			97,277		321,000
Thousand Oaks, Thousand Oaks Dr. at Jones Maltsberger Rd., San Antonio	(1)		162,882		730,000
Tomball Marketplace, FM 2920 and Future 249, Tomball	(2)		227,735		1,712,609
Valley View, West Ave. at Blanco Rd., San Antonio			91,544		341,000
Village Arcade, University at Kirby, Houston			57,203		276,503
Village Arcade-Phase II, University at Kirby, Houston			28,371		60,099
Village Arcade-Phase III, University at Kirby, Houston			107,134		231,156
Village Plaza at Bunker Hill, Bunker Hill Rd. at Interstate 10, Houston	(1)(3)		495,204		1,921,649
Westchase Center, Westheimer at Wilcrest, Houston			331,027		754,000
Westhill Village, Westheimer at Hillcroft, Houston			130,041		479,000
Westwood Center, Culebra Road and Westwood Loop, San Antonio	(2)		44,085		691,328
Texas, Total			15,616,987		54,038,107

Utah
300 West, S. 300 West at Paxton Ave., Salt Lake City	(1)(2)(3)		181,309		123,275
Alpine Valley Center, Main St. at State St., American Fork	(1)(3)		224,654		447,045
Taylorsville Town Center, West 4700 South at Redwood Rd., Taylorsville			134,214		399,000


Center and Location		Building Total		Land Total

West Jordan Town Center, West 7000 South at S. Redwood Rd., West Jordan			304,899		814,000
Utah, Total			845,076		1,783,320

Virginia
Hilltop Village, Telegraph Rd. at Beulah Rd., Alexandria	(1)(2)		0		1,437,480
Virginia, Total			0		1,437,480

Washington
Meridian Town Center, Meridian Avenue East and 132nd Street East, Puyallup	(1)(3)		143,012		535,000
Mukilteo Speedway Center, Mukilteo Speedway, Lincoln Way, and Highway 99, Lynnwood	(1)(3)		90,273		355,000
Promenade 23, S. Jackson St. at 23rd Ave., Seattle			96,660		258,746
Rainer Square Plaza, Rainer Avenue South and South Charleston Street, Seattle	(1)(3)		107,423		345,000
South Hill Center, 43rd Avenue Southwest and Meridian Street South, Puyallup	(1)(3)		134,010		515,000
Washington, Total			571,378		2,008,746

Industrial

California
Siempre Viva Business Park, Siempre Viva Rd. at Kerns St., San Diego	(1)(3)		806,730		1,460,002
California, Total			806,730		1,460,002

Florida
1801 Massaro, 1801 Massaro Blvd., Tampa			159,000		337,000
Hopewell Industrial Center, Old Hopewell Boulevard and U.S. Highway 301, Tampa			224,483		486,000
Lakeland Industrial Center, I-4 at County Rd., Lakeland			600,000		1,535,000
Lakeland Interstate Industrial Park I, Interstate Drive and Kathleen Rd., Lakeland			168,400		425,000
Tampa East Industrial Portfolio, 1841 Massaro Blvd., Tampa			512,923		1,342,000
Florida, Total			1,664,806		4,125,000

Georgia
6485 Crescent Drive, I-85 at Jimmy Carter Blvd., Norcross	(1)(3)		360,460		965,000
Atlanta Industrial Park, Atlanta Industrial Pkwy. at Atlanta Industrial Dr., Atlanta			120,200		381,918
Kennesaw 75, 3850-3900 Kennesaw Pkwy., Kennesaw			178,467		491,000
Riverview Distribution Center, Fulton Industrial Blvd. at Camp Creek Parkway, Atlanta			430,200		1,301,791
Sears Logistics, 3700 Southside Industrial Way, Atlanta	(1)(3)		402,554		890,000
SouthPark 3075, Anvil Block Rd. and South Park Blvd., Atlanta			234,525		1,022,292
Southside Industrial Parkway, Southside Industrial Pkwy. at Jonesboro Rd., Atlanta			72,000		242,000
Westlake 125, Camp Creek Parkway and Westlake Parkway, Atlanta			154,464		422,048
Georgia, Total			1,952,870		5,716,049

Tennessee
Crowfarn Drive Warehouse, Crowfarn Dr. at Getwell Rd., Memphis	(1)(3)		158,849		315,000
Outland Business Center, Outland Center Dr., Memphis	(1)(3)		410,438		1,215,000
Southpoint I & II, Pleasant Hill Rd. at Shelby Dr., Memphis			570,940		1,127,000
Tennessee, Total			1,140,227		2,657,000

Texas
1625 Diplomat Drive, SWC Diplomat Dr. at McDaniel Dr., Carrollton			106,140		199,000
610 and 11th St. Warehouse, Loop 610 at 11th St., Houston			104,975		202,000
610 and 11th St. Warehouse, Loop 610 at 11th St., Houston	(1)(3)		243,642		540,000
610/288 Business Park, Cannon St., Houston	(1)(3)		295,300		480,000
Beltway 8 Business Park, Beltway 8 at Petersham Dr., Houston			157,498		499,000
Blankenship Building, Kempwood Dr., Houston			59,718		175,000
Braker 2 Business Center, Kramer Ln. at Metric Blvd., Austin			27,359		93,000
Brookhollow Business Center, Dacoma at Directors Row, Houston			133,970		405,000
Central Plano Business Park, Klein Rd. at Plano Pkwy., Plano			137,785		415,000
Claywood Industrial Park, Clay at Hollister, Houston			577,043		1,357,242


Center and Location		Building Total		Land Total

Corporate Center Park I and II, Putnam Dr. at Research Blvd., Austin			120,681		326,000
Crosspoint Warehouse, Crosspoint, Houston			72,505		179,000
Crosswinds Distribution Center, Tech Com at Wurzback Parkway, San Antonio			142,403		470,012
Freeport Business Center, 13215 N. Promenade Blvd., Stafford			251,645		635,000
Freeport Commerce Center, Sterling Street and Statesman Drive, Irving			50,590		196,000
Houston Cold Storage Warehouse, 7080 Express Lane, Houston			128,752		345,189
Interwest Business Park, Alamo Downs Pkwy., San Antonio			219,244		742,000
Isom Business Park, 919-981 Isom Road, San Antonio			175,200		462,000
Jupiter Business Park, Jupiter Rd. at Summit Ave., Plano			189,532		447,553
Jupiter Service Center, Jupiter near Plano Pkwy., Plano			78,480		234,000
Kempwood Industrial, Kempwood Dr. at Blankenship Dr., Houston	(1)(3)		219,489		530,000
Kempwood Industrial, Kempwood Dr. at Blankenship Dr., Houston			113,218		327,000
Lathrop Warehouse, Lathrop St. at Larimer St., Houston	(1)(3)		251,890		435,000
Manana Office Center, I-35 at Manana, Dallas			222,916		470,000
McGraw Hill Distribution Center, 420 E. Danieldale Rd., DeSoto			417,938		888,000
Midpoint I-20 Distribution Center, New York Avenue and Arbrook Boulevard, Arlington			253,165		593,000
Midway Business Center, Midway at Boyington, Carrollton			141,246		309,000
Navigation Business Park, Navigation at N. York, Houston	(1)(3)		238,014		555,000
Newkirk Service Center, Newkirk near N.W. Hwy., Dallas			105,892		223,000
Northeast Crossing Office/Service Center, East N.W. Hwy. at Shiloh, Dallas			78,700		199,000
Northway Park II, Loop 610 East at Homestead, Houston	(1)(3)		303,577		745,000
Oak Hills Industrial Park, Industrial Oaks Blvd., Austin			89,858		340,000
O'Connor Road Business Park, O’Connor Road, San Antonio			150,091		459,000
Railwood F, Market at U.S. 90, Houston	(1)(3)		300,000		560,000
Railwood G, Mesa at U.S. 90 , Houston	(1)(3)		210,850		562,665
Railwood Industrial Park, Mesa at U.S. 90, Houston			402,680		1,141,764
Railwood Industrial Park, Mesa at U.S. 90, Houston	(1)(3)		497,656		1,060,000
Randol Mill Place, Randol Mill Road, Arlington			54,639		178,000
Redbird Distribution Center, Joseph Hardin Dr., Dallas			110,839		233,000
Regal Distribution Center, Leston Ave., Dallas			202,559		318,000
Rutland 10 Business Center, Metric Blvd. at Centimeter Circle, Austin			54,000		139,000
Sherman Plaza Business Park, Sherman at Phillips, Richardson			101,140		312,000
Southpark A,B,C, East St. Elmo Rd. at Woodward St., Austin			78,276		238,000
Southpoint Service Center, Burleson at Promontory Point Dr., Austin			58,297		234,000
Southport Business Park 5, South Loop 610, Houston			160,029		358,000
Space Center Industrial Park, Pulaski St. at Irving Blvd., Dallas			264,582		426,000
Stonecrest Business Center, Wilcrest at Fallstone, Houston			111,036		308,000
Town & Country Commerce Center, I-10 at Beltway 8, Houston			206,056		0
West 10 Business Center II, Wirt Rd. at I-10, Houston			82,658		147,000
West Loop Commerce Center, W. Loop N. at I-10, Houston			35,886		91,000
West-10 Business Center, Wirt Rd. at I-10, Houston			99,883		331,000
Westgate Service Center, Park Row Dr. at Whiteback Dr., Houston			124,715		499,000
Texas, Total			9,014,237		21,611,425

Virginia
Enterchange at Meadowville, 2101 Bermuda Hundred Dr., Chester	(1)(3)		226,809		845,717
Enterchange at Northlake A, 11900-11998 North Lakeridge Parkway, Ashland			215,077		697,831
Enterchange at Northlake C, North Lakeridge Parkway & Northlake Park Dr., Ashland	(1)(3)		510,262		677,794
Enterchange at Walthall A & B, 1900-1998 Ruffin Mill Rd., Colonial Heights	(1)(3)		606,679		1,467,536
Enterchange at Walthall C, 1936-1962 Ruffin Mill Rd., Colonial Heights	(1)(3)		261,922		864,840
Enterchange at Walthall D, 1700-1798 Ruffin Mill Rd., Colonial Heights			287,318		752,020
Interport Business Center A, 4800-4890 Eubank Road, Richmond	(1)(3)		441,018		1,037,556
Interport Business Center B, 4700-4790 Eubank Road, Richmond	(1)(3)		118,000		277,477
Interport Business Center C, 5300-5390 Laburnum Ave., Richmond	(1)(3)		54,885		154,202
Virginia, Total			2,721,970		6,774,973


Center and Location	Building Total		Land Total

Other

Arizona
Arcadia Biltmore Plaza, Campbell Ave. at North 36th St., Phoenix		21,122		74,000
Arizona, Total		21,122		74,000

Texas
1919 North Loop West, Hacket Drive at West Loop 610 North, Houston		138,163		157,000
Citadel Plaza, Citadel Plaza Dr., Houston		121,000		170,931
Texas, Total		259,163		327,931

Unimproved Land

Arizona
Bullhead Parkway at State Route 95, Bullhead City				312,761
Lon Adams Rd. at Tangerine Farms Rd., Marana				422,532
Southern Avenue and Signal Butte Road, Mesa				90,605
Arizona, Total				825,898

California
Bear Valley Road at Jess Ranch Parkway Phase II, Apple Valley				138,956
Bear Valley Road at Jess Ranch Parkway Phase III, Apple Valley				473,497
California, Total				612,453

Colorado
Highway 85 and Highway 285, Sheridan				1,003,187
Mississippi at Havana, Aurora				669,953
Colorado, Total				1,673,140

Florida
SR 207 at Rolling Hills Dr., St. Augustine				228,254
State Road 100 & Belle Terre Parkway, Palm Coast				292,288
Young Pines and Curry Ford Rd., Orange County				132,422
Florida, Total				652,964

Georgia
NWC South Fulton Pkwy. @ Hwy. 92, Union City				3,554,496
Georgia, Total				3,554,496

Louisiana
70th St. at Mansfield Rd., Shreveport				41,818
Ambassador Caffery at W. Congress, Lafayette				34,848
Louisiana, Total				76,666

Nevada
SWC Highway 215 at Decatur, Las Vegas				707,414
Nevada, Total				707,414

North Carolina
Creedmoor (Highway 50) and Crabtree Valley Avenue, Raleigh				510,959
Highway 17 and Highway 210, Surf City				2,024,233
U.S. Highway 1 at Caveness Farms Rd., Wake Forest				3,074,900
U.S. Hwy. 17 & U.S. Hwy. 74/76, Leland				549,727
North Carolina, Total				6,159,819


Center and Location	Land Total

Tennessee
Poplar Avenue and Ridgeway Road, Memphis		53,579
Tennessee, Total		53,579

Texas
9th Ave. at 25th St., Port Arthur		243,065
Bissonnet at Wilcrest, Houston		40,946
Citadel Plaza at 610 North Loop, Houston		137,214
East Orem, Houston		121,968
FM 1957 (Potranco Road) and FM 211, San Antonio		8,655,372
FM 2920 and Highway 249, Tomball		459,776
Highway 3 at Highway 1765, Texas City		200,812
Kirkwood at Dashwood Drive, Houston		321,908
Leslie Rd. at Bandera Rd., Helotes		74,052
Mesa Road at Tidwell, Houston		35,719
Nolana Ave. and 29th St., McAllen		163,350
Northwest Freeway at Gessner, Houston		117,612
River Pointe Drive at Interstate 45, Conroe		118,483
Rock Prairie Rd. at Hwy. 6, College Station		394,218
SH 151 and Ingram Rd., San Antonio		312,238
Shary Rd. at North Hwy. 83, Mission		1,607,364
U.S. 77 and 83 at SHFM 802, Brownsville		914,723
US Hwy. 281 at Wilderness Oaks, San Antonio		1,269,774
West Little York at Interstate 45, Houston		161,172
West Loop North at Interstate 10, Houston		145,055
Texas, Total		15,494,821

Utah
South 300 West & West Paxton Avenue, Salt Lake City		201,683
Utah, Total		201,683

Property Listing Summary

as of December 31, 2011

		Building Total		Building Total		Building Total
ALL PROPERTIES BY STATE	Number of Properties		Building Total		Land Total

Arizona		24		3,943,202		11,901,321
Arkansas		3		357,010		1,489,000
California		30		6,069,449		19,283,512
Colorado		13		4,195,447		12,788,716
Florida		55		13,438,234		45,089,556
Georgia		23		4,763,240		19,637,801
Illinois		1		303,566		1,013,380
Kansas		1		115,716		444,000
Kentucky		4		738,429		3,102,384
Louisiana		11		2,284,546		6,316,953
Maine		1		181,938		962,667
Missouri		2		257,649		1,307,000
Nevada		12		3,616,247		10,952,124
New Mexico		4		737,187		2,084,140
North Carolina		24		3,411,576		23,147,229
Oklahoma		2		163,996		682,000
Oregon		3		273,436		672,288
South Carolina		1		86,120		436,000
Tennessee		9		2,104,102		5,614,132
Texas		149		24,890,387		91,472,284
Utah		4		845,076		1,985,003
Virginia		10		2,721,970		8,212,453
Washington		5		571,378		2,008,746


Grand Total		391		76,069,901		270,602,689


Total Retail		313		58,488,776		197,843,376
Total Industrial		75		17,300,840		42,344,449
Total Unimproved Land						30,012,933
Total Other		3		280,285		401,931

Total square footage includes 464,561 square feet of building area and 13,354,380 square feet of land leased from others.

Footnotes for detail property listing:

(1)	Denotes property is held by a real estate joint venture or partnership; however, the building and land square feet figures include our partners’ ownership interest in the property.

(2)	Denotes property currently under development.

(3)	Denotes properties that are not consolidated under generally accepted accounting principles.

NOTE:

Square feet are reflective of area available to be leased. Certain listed properties may have additional square feet that are not owned by us.

General. In 2011, no single property accounted for more than 2.9% of our total assets or 1.8% of revenues. The five largest properties, in the aggregate, represented approximately 7.9% of our revenues for the year ended December 31, 2011; otherwise, none of the remaining properties accounted for more than 1.3% of our revenues during the same period. As of December 31, 2011, the weighted average occupancy rate for all of our properties was 92.1% compared to 91.9% as of December 31, 2010. The average effective annual rental per square foot was approximately $13.79 in 2011, $13.60 in 2010, $13.31 in 2009, $13.16 in 2008 and $12.57 in 2007 for retail properties and $4.86 in 2011, $4.83 in 2010, $4.90 in 2009, $4.98 in 2008 and $4.86 in 2007 for industrial properties.

As of December 31, 2011, lease expirations for the next 10 years, assuming tenants do not exercise renewal options, are as follows:


							Annual Net Rent Of Expiring Leases
Year	Number of Expiring Leases		Square Feet of Expiring Leases (000’s)		Percentage of Leaseable Square Feet		Total (000’s)		Per Square Foot
2012		783		3,582		6.85	$	45,719	$	12.76
2013		1,059		6,086		11.64		69,944		11.49
2014		937		5,750		11.00		62,876		10.93
2015		740		4,982		9.53		56,413		11.32
2016		714		4,815		9.21		58,670		12.18
2017		261		2,849		5.45		34,162		11.99
2018		133		1,560		2.98		19,358		12.41
2019		78		1,178		2.25		14,173		12.03
2020		79		1,122		2.15		14,323		12.77
2021		124		1,696		3.24		21,894		12.91

In the ordinary course of business we have tenants who cease making payments under their leases or who file for bankruptcy protection. We are unable to predict or forecast the timing of store closings or unexpected vacancies. While we believe the effect of this will not have a material impact on our financial position, results of operations or liquidity due to the significant diversification of our tenant base, the uncertainty in the economy and commercial credit markets could have a negative impact on us.

The majority of our properties are owned directly by us (subject in some cases to mortgages), although our interests in some properties are held indirectly through interests in real estate joint ventures or under long-term leases. In our opinion, our properties are well maintained and in good repair, suitable for their intended uses, and adequately covered by insurance.

We participate in 65 real estate joint ventures or partnerships that hold an interest in 148 of our properties. Our ownership interest ranges from 7.8% to 99%; we are normally the managing or operating partner and receive a fee for acting in this capacity.

We may use a DownREIT operating partnership structure in the acquisition of some real estate properties. In these transactions, a fair value purchase price is agreed upon between us, as general partner of the DownREIT, and the seller where the seller receives operating partnership units in exchange for some or all of its ownership interest in the property. Each operating partnership unit is the equivalent of one of our common shares. These units generally give our partners the right to put their limited partnership units to us on or after the first anniversary of the entity’s formation. We may acquire these limited partnership units for either cash or a fixed number of our common shares at our discretion.

Shopping Centers. At December 31, 2011, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 302 developed income-producing properties and 11 properties under various stages of construction and development, which are located in 23 states spanning the country from coast to coast.

Our shopping centers are primarily neighborhood and community shopping centers that typically range in size from 50,000 to 650,000 square feet of building area, as distinguished from large regional enclosed malls and small strip centers, which generally contain 5,000 to 25,000 square feet. None of the centers have climatized common areas, but are designed to allow retail customers to park their automobiles in close proximity to any retailer in the center. Our centers are customarily constructed of masonry, steel and glass, and all have lighted, paved parking areas, which are typically landscaped with berms, trees and shrubs. They are generally located at major intersections in close proximity to neighborhoods that have existing populations sufficient to support retail activities of the types conducted in our centers.

We have approximately 7,500 separate leases with 5,200 different tenants. Included among our top revenue-producing tenants are: The Kroger Co., T.J.X. Companies, Safeway, Ross Stores, H E Butt Grocery, Home Depot, Office Depot, PetSmart and Harris Teeter. The diversity of our tenant base is also evidenced by the fact that our largest tenant accounted for only 3.2% of rental revenues during 2011.

Our shopping center leases have lease terms generally ranging from three to five years for tenant space under 5,000 square feet and from 10 to 25 years for tenant space over 10,000 square feet. Leases with primary lease terms in excess of 10 years, generally for anchor and out-parcels, frequently contain renewal options which allow the tenant to extend the term of the lease for one or more additional periods, with each of these periods generally being of a shorter duration than the primary lease term. The rental rates paid during a renewal period are generally based upon the rental rate for the primary term; sometimes adjusted for inflation, market conditions or an amount of the tenant’s sales during the primary term.

Most of our leases provide for the monthly payment in advance of fixed minimum rentals, the tenants’ pro rata share of real estate taxes, insurance (including fire and extended coverage, rent insurance and liability insurance) and common area maintenance for the center (based on estimates of the costs for these items). They also provide for the payment of additional rentals based on a percentage of the tenants’ sales. Utilities are generally paid directly by tenants except where common metering exists with respect to a center. In this case, we make payments for the utilities, and the tenants reimburse us on a monthly basis. Generally, our leases prohibit the tenant from assigning or subletting its space. They also require the tenant to use its space for the purpose designated in its lease agreement and to operate its business on a continuous basis. Some of the lease agreements with major tenants contain modifications of these basic provisions in view of the financial condition, stability or desirability of those tenants. Where a tenant is granted the right to assign its space, the lease agreement generally provides that the original lessee will remain liable for the payment of the lease obligations under that lease agreement.

During 2011, we acquired two retail shopping centers located one each in Colorado and Washington for approximately $42.9 million.

In April 2011, we acquired a 50%-owned unconsolidated real estate joint venture interest in three retail properties in Jacksonville, Florida for approximately $11.6 million and purchased our partner’s 50% unconsolidated interest in a property in Palm Coast, Florida for $11.5 million, which included their share of a construction note obligation.

During 2011, we sold one retail building and eight retail shopping centers, of which five were located in Texas and one each in Florida, Kansas, New Mexico and North Carolina. Gross sales proceeds from these dispositions totaled $83.1 million and generated gains of $8.6 million.

We have a real estate limited partnership agreement with a foreign institutional investor to purchase up to $280 million of retail properties in various states. Our ownership in this unconsolidated real estate limited partnership is 51%. To date, no properties have been purchased.

Industrial Properties. At December 31, 2011, we owned, either directly or through our interest in real estate joint ventures or partnerships, 75 industrial projects and three other operating properties totaling approximately 17.7 million square feet of building area. Our industrial properties consist of bulk warehouse, business distribution and office-service center assets ranging in size from 9,000 to 727,000 square feet. Similar to our shopping centers, these properties are customarily constructed of masonry, steel and glass, and have lighted, concrete parking areas and are well landscaped. Some of the national and regional tenants in our industrial properties include Sears Logistics Services, Publix, Shell Oil Company, Rooms to Go, Rooftop Systems Inc., Fed Ex, Mazda, McGraw Hill and Iron Mountain. Our properties are located in Arizona, California, Florida, Georgia, Tennessee, Texas and Virginia.

During 2011, we sold three industrial properties, of which two are located in Georgia and one in Texas, with gross sales proceeds totaling $13.5 million, which generated a gain of $1.6 million. Also, an unconsolidated real estate joint venture sold two industrial buildings with gross sales proceeds aggregating $7.6 million, which did not generate a gain.

Land Held for Development. At December 31, 2011, we owned, either directly or through our interest in real estate joint ventures or partnerships, 40 parcels of unimproved land consisting of approximately 30.0 million square feet of land area located in Arizona, California, Colorado, Florida, Georgia, Louisiana, Nevada, North Carolina, Tennessee, Texas and Utah. These properties include approximately 2.5 million square feet of land adjacent to certain of our existing developed properties, which may be used for expansion of these developments, as well as approximately 27.5 million square feet of land, which may be used for new development. Almost all of the land held for development is served by roads and utilities and are suitable for development as shopping centers or industrial projects, and we intend to emphasize the development of these parcels for such purpose. We have approximately $124.5 million in land held for development. Due to our analysis of current economic considerations, including the effects of tenant bankruptcies, credit availability to retailers, reduction of tenant expansion plans for new development projects, declines in real estate values and any changes to our plans related to our new development properties, including land held for development, we recorded an impairment charge of $23.6 million related to land held for development for the year ended December 31, 2011. During 2011, we sold 11 land parcels, of which seven were located in Texas, and two each in Nevada and North Carolina. Gross sales proceeds from these sales totaled $20.6 million and generated gains of $1.5 million.

New Development Properties. At December 31, 2011, we had 11 properties in various stages of development including three newly acquired projects located in Florida, Georgia and Virginia. We have funded $143.3 million to date on these projects, and we estimate our investment upon completion to be $193.7 million, after consideration of anticipated land sales and tax incentive financing which is estimated to be $24.6 million. These properties have an average projected return on investment of approximately 7.2% when completed.

ITEM 3.

Legal Proceedings

We are involved in various matters of litigation arising in the normal course of business. While we are unable to predict with certainty the amounts involved, our management and legal counsel believe that when such litigation is resolved, our resulting liability, if any, will not have a material adverse effect on our consolidated financial statements.

ITEM 4.

Mine Safety Disclosures

Not applicable.

PART II

ITEM 5. Market for Registrant’s Common Shares of Beneficial Interest, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our common shares are listed and traded on the New York Stock Exchange under the symbol “WRI.” As of January 31, 2012, the number of holders of record of our common shares was 2,433. The closing high and low sale prices per common share as reported on the New York Stock Exchange, and dividends per share paid for the fiscal quarters indicated were as follows:


	High		Low		Dividends

2011:
Fourth	$	23.95	$	19.35	$	.275
Third		26.73		19.39		.275
Second		26.80		23.64		.275
First		25.87		23.69		.275

2010:
Fourth	$	25.92	$	21.92	$	.260
Third		22.70		18.34		.260
Second		23.93		18.71		.260
First		22.95		18.16		.260

The following table summarizes the equity compensation plans under which our common shares may be issued as of December 31, 2011:


Plan category	Number of shares to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of shares remaining available for future issuance

Equity compensation plans approved by shareholders	4,607,703	$ 28.09	2,144,215

Equity compensation plans not approved by shareholders	—	—	—


Total	4,607,703	$ 28.09	2,144,215

Performance Graph

The graph below provides an indicator of cumulative total shareholder returns for us as compared with the S&P 500 Stock Index and the NAREIT All Equity Index, weighted by market value at each measurement point. The graph assumes that on December 31, 2006, $100 was invested in our common shares and that all dividends were reinvested by the shareholder.

Comparison of Five Year Cumulative Return

LOGO


	2007		2008		2009		2010		2011

Weingarten	$	71.52	$	51.26	$	53.91	$	67.98	$	65.37
S&P 500 Index		105.49		66.46		84.05		96.71		98.75
The NAREIT All Equity Index		84.31		52.50		67.20		85.98		93.11

There can be no assurance that our share performance will continue into the future with the same or similar trends depicted in the graph above. We do not make or endorse any predications as to future share performance.

ITEM 6. Selected Financial Data

The following table sets forth our selected consolidated financial data and should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Consolidated Financial Statements and accompanying Notes in “Item 8. Financial Statements and Supplementary Data” and the financial schedules included elsewhere in this Form 10-K.


	*(Amounts in thousands, except per share amounts)*
	Year Ended December 31,
	2011			2010			2009			2008			2007
Operating Data: (1)
Revenues (primarily real estate rentals)	$	541,561		$	535,084		$	552,226		$	572,376		$	542,912
Depreciation and Amortization		152,983			145,893			142,549			145,414			118,635
Impairment Loss		58,734			33,317			34,983			52,539			-
Operating Income		138,416			167,206			181,887			171,192			239,145
Interest Expense, net		141,757			148,152			152,041			155,020			154,858
(Loss) Gain on Redemption of Convertible Senior Unsecured Notes		-			(135	)		25,311			12,961			-
Gain on Land and Merchant Development Sales		-			-			18,688			8,407			16,385
(Provision) Benefit for Income Taxes		(395	)		(180	)		(6,269	)		10,288			(4,073	)
Income from Continuing Operations		9,160			41,453			84,549			64,336			124,886
Gain on Sale of Property		1,737			2,005			25,266			1,998			4,086
Net Income		16,739			51,238			175,276			154,595			240,338
Net Income Adjusted for Noncontrolling Interests		15,621			46,206			171,102			145,652			230,101
Net (Loss) Income Attributable to Common Shareholders	$	(19,855	)	$	10,730		$	135,626		$	109,091		$	204,726

Per Share Data - Basic:
(Loss) Income from Continuing Operations Attributable to Common Shareholders	$	(0.21	)	$	0.02		$	0.64		$	0.25		$	1.09
Net (Loss) Income Attributable to Common Shareholders	$	(0.17	)	$	0.09		$	1.24		$	1.29		$	2.39
Weighted Average Number of Shares		120,331			119,935			109,546			84,474			85,504

Per Share Data - Diluted:
(Loss) Income from Continuing Operations Attributable to Common Shareholders	$	(0.21	)	$	0.02		$	0.64		$	0.24		$	1.09
Net (Loss) Income Attributable to Common Shareholders	$	(0.17	)	$	0.09		$	1.23		$	1.28		$	2.35
Weighted Average Number of Shares		120,331			120,780			110,178			84,917			88,893

Balance Sheet Data:
Property (at cost)	$	4,688,526		$	4,777,794		$	4,658,396		$	4,915,472		$	4,972,344
Total Assets		4,588,226			4,807,855			4,890,385			5,114,212			4,992,636
Debt, net	$	2,531,837		$	2,589,448		$	2,531,847		$	3,148,636		$	3,131,977

Other Data:
Cash Flows from Operating Activities	$	214,731		$	214,625		$	244,316		$	220,150		$	223,309
Cash Flows from Investing Activities		(3,745	)		(121,421	)		191,872			(115,391	)		(480,630	)
Cash Flows from Financing Activities		(221,203	)		(222,929	)		(341,550	)		(111,590	)		252,095
Cash Dividends per Common Share		1.10			1.04			1.28			2.10			1.98
Funds from Operations - Basic (2)	$	173,325		$	187,008		$	204,634		$	194,633		$	243,827

(1)

For all periods presented the operating data related to continuing operations and gain on sale of property do not include the effects of amounts reported in discontinued operations. Also, for the year ended December 31, 2011 and 2010, certain business combination transactions have occurred. See Note 15 and Note 23, respectively, to our consolidated financial statements in Item 8 for additional information.

(2)

The National Association of Real Estate Investment Trusts defines funds from operations as net income (loss) attributable to common shareholders computed in accordance with generally accepted accounting principles, excluding gains or losses from sales of operating real estate assets and extraordinary items, plus depreciation and amortization of operating properties and impairment of depreciable real estate, including our share of unconsolidated real estate joint ventures and partnerships. See Item 7 for additional information.

ITEM 7. 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 notes thereto and the comparative summary of selected financial data appearing elsewhere in this report. Historical results and trends which might appear should not be taken as indicative of future operations. Our results of operations and financial condition, as reflected in the accompanying consolidated financial statements and related footnotes, are subject to management’s evaluation and interpretation of business conditions, retailer performance, changing capital market conditions and other factors which could affect the ongoing viability of our tenants.

Executive Overview

Weingarten Realty Investors is a REIT organized under the Texas Business Organizations Code. We, and our predecessor entity, began the ownership and development of shopping centers and other commercial real estate in 1948. Our primary business is leasing space to tenants in the shopping and industrial centers we own or lease. We also manage centers for joint ventures in which we are partners or for other outside owners for which we charge fees.

We operate a portfolio of rental properties which includes neighborhood and community shopping centers and industrial properties that total approximately 76.1 million square feet. We have a diversified tenant base with our largest tenant comprising only 3.2% of total rental revenues during 2011.

Our long-term strategy is to focus on improving our core operations and increasing shareholder value. We accomplish this through hands-on leasing and management, selective redevelopment of the existing portfolio of properties, disciplined growth from strategic acquisitions and new developments, as well as dispositions of assets that no longer meet our ownership criteria. We remain committed to maintaining a conservatively leveraged balance sheet, a well-staggered debt maturity schedule and strong credit agency ratings.

During 2011, we announced our intentions to dispose of over $600 million of non-core operating properties over the next few years, which will recycle capital for growth opportunities, strengthen our operating fundamentals and allow for further deleveraging of our balance sheet. In the course of executing this disposition plan, given proper pricing, we will consider selling both retail and industrial properties. To date, we have successfully disposed of $155.6 million, either directly or through our interest in real estate joint ventures or partnerships, and have approximately $76.9 million currently under contracts or letters of intent. Upon the completion of this program, we believe our remaining portfolio of properties will be among the strongest in our sector.

Improvements in the economy earlier in 2011 reopened markets to create more favorable pricing for dispositions. However, the federal debt ceiling crisis and volatility in Greece and other European markets have resulted in deteriorated market conditions and access to the CMBS debt markets for potential purchasers. Despite these conditions, we continue to believe we will successfully execute our disposition plan; although continued weakness in the CMBS debt markets and further worsening of the economy could impact our ability to execute this plan. Nonetheless, competition for quality acquisition opportunities remains substantial. During 2011, we were successful in identifying selected properties that met our return hurdles, and we will continue to actively evaluate other opportunities as they enter the market.

We strive to maintain a strong, conservative capital structure which provides ready access to a variety of attractive long and short-term capital sources. We carefully balance obtaining low cost financing while matching long-term liabilities associated with acquired or developed long-term assets. An amendment and extension of our revolving credit facility during 2011 enhances our liquidity for the next four years and provides favorable borrowing rates at a margin over LIBOR. While the availability of capital has improved over the past year, there can be no assurance that such pricing and availability will not deteriorate in the future.

At December 31, 2011, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 380 developed income-producing properties and 11 properties under various stages of construction and development. The total number of centers includes 313 neighborhood and community shopping centers, 75 industrial projects and three other operating properties located in 23 states spanning the country from coast to coast.

We also owned interests in 40 parcels of land held for development that totaled approximately 30.0 million square feet.

We had approximately 7,500 leases with 5,200 different tenants at December 31, 2011.

Leases for our properties range from less than a year for smaller spaces to over 25 years for larger tenants. Rental revenues generally include minimum lease payments, which often increase over the lease term, reimbursements of property operating expenses, including real estate taxes, and additional rent payments based on a percentage of the tenants’ sales. The majority of our anchor tenants are supermarkets, value-oriented apparel/discount stores and other retailers or service providers who generally sell basic necessity-type goods and services. Through this challenging economic environment, we believe the stability of our anchor tenants, combined with convenient locations, attractive and well-maintained properties, high quality retailers and a strong tenant mix, should ensure the long-term success of our merchants and the viability of our portfolio.

In assessing the performance of our properties, management carefully monitors various operating metrics of the portfolio. Occupancy for the total portfolio increased from 91.9% at December 31, 2010 to 92.1% at December 31, 2011. While we will continue to monitor the economy and the effects on our tenants, we believe the significant diversification of our portfolio, both geographically and by tenant base, and the quality of our portfolio will allow us to maintain occupancy levels at or above these levels as we move through 2012, assuming no bankruptcies by multiple national or regional tenants. Soft economic conditions contributed to a slight decrease in rental rates on a same-space basis as we completed new leases and renewed existing leases. We completed 1,762 new leases or renewals during 2011, totaling 7.1 million square feet, which decreased rental rates an average of .4% on a cash basis. While we continue to see some strengthening in our renewal rates, new lease rates continue to be a challenge. Although we believe the gap in the new lease rate margins will not continue to widen, they are expected to remain a challenge throughout 2012.

New Development

At December 31, 2011, we had 11 properties in various stages of construction and development, including three newly acquired projects located in Florida, Georgia and Virginia, which upon completion will represent an estimated total investment of $74.4 million. We have funded $143.3 million to date on these 11 projects, and we estimate our investment upon completion to be $193.7 million, after consideration of proceeds from anticipated land sales and tax incentive financing which is estimated to be $24.6 million. Overall, the average projected return on investment for these properties is approximately 7.2% upon projected completion.

In November, we formed a real estate joint venture to develop a shopping center in Alexandria, Virginia. This development will include 258,000 square feet of retail space and is anchored by a 140,000 square foot supermarket. This project will represent an investment of approximately $61.6 million upon completion and provides us with our entry into the dynamic Washington, D.C. market.

We have approximately $124.5 million in land held for development at December 31, 2011. Due to our analysis of current economic considerations, including the effects of recent market transactions and negotiations with potential buyers, we recognized an impairment charge of $23.6 million for the year ended December 31, 2011. Even with the unrest in the overall economy, we continue to see an increase in development and redevelopment opportunities entering the market, which we are selectively pursuing. Within this portfolio, we have experienced greater levels of interest compared to recent years in our land held for development from retailers and other market participants. Also, certain tracts of land have been designated for transition to land under development as additional phases of existing developments become feasible.

Acquisitions and Joint Ventures

Acquisitions are a key component of our long-term strategy. The availability of quality acquisition opportunities in the market remains sporadic. Competition for the highest quality core properties is intense which has in many cases driven pricing to pre-recession highs. We remain disciplined in approaching these opportunities, pursuing only those that provide appropriate risk-adjusted returns.

The use of joint venture arrangements is another facet of our long-term strategy. Partnering with institutional investors through real estate joint ventures enables us to acquire high quality assets in our target markets while also meeting our financial return objectives. Under these arrangements, we benefit from access to lower-cost capital, as well as leveraging our expertise to provide fee-based services, such as acquisition, leasing, property management and asset management, to the joint ventures.

An analysis of our equity method investments in real estate joint ventures and partnerships resulted in an impairment charge of $1.8 million for the year ended December 31, 2011 based on current market conditions. We continue to monitor our joint venture relationships and evaluate whether new or existing relationships could provide equity for new investments.

Fee income from joint venture and third party managed operations for the year ended December 31, 2011, 2010 and 2009 was approximately $6.7 million, $7.0 million and $6.3 million, respectively. This fee income is based upon revenues, net income and in some cases appraised property values. In 2012, we anticipate these fees will be consistent with our 2011 performance.

Dispositions

Dispositions are also a key component of our ongoing management process where we selectively prune properties from our portfolio that no longer meet our geographic or growth targets. Dispositions provide capital, which may be recycled into properties that have high barrier-to-entry locations within high growth metropolitan markets, and thus have higher long-term growth potential. Additionally, proceeds from dispositions may be used to reduce outstanding debt, further deleveraging our balance sheet. Over time, we expect this will produce a portfolio with higher occupancy rates and stronger internal revenue growth. During 2011, we announced a strategic initiative to dispose of over $600 million of non-core operating properties over the next few years. In the course of executing this disposition plan, given proper pricing, we will consider selling both retail and industrial properties.

Our disposition program may be impacted by market pricing conditions and debt financing available to prospective purchasers. After specifically identifying potential disposition properties and analyzing current market data, we recognized an impairment charge of $31.7 million for the year ended December 31, 2011 on the properties we believe we are likely to sell as part of this initiative or properties that have been sold during 2011.

Summary of Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and contingencies as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies require more significant judgments and estimates used in the preparation of our consolidated financial statements.

Real Estate Joint Ventures and Partnerships

To determine the method of accounting for partially owned real estate joint ventures and partnerships, management evaluates the characteristics of associated entities and determines whether an entity is a variable interest entity (“VIE”) and, if so, determines which party is the primary beneficiary by analyzing whether we have both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity’s operations, future cash flow projections, the entity’s financing and capital structure, and contractual relationships and terms. We consolidate a VIE when we have determined that we are the primary beneficiary.

Primary risks associated with our VIEs include the potential of funding the entities’ debt obligations or making additional contributions to fund the entities’ operations.

Partially owned, non variable interest real estate joint ventures and partnerships over which we have a controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned real estate joint ventures and partnerships where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method.

Management continually analyzes and assesses reconsideration events, including changes in the factors mentioned above, to determine if the consolidation treatment remains appropriate. Decisions regarding consolidation of partially owned entities frequently require significant judgment by our management. Errors in the assessment of consolidation could result in material changes to our consolidated financial statements.

Property

Acquisitions of properties are accounted for utilizing the acquisition method and, accordingly, the results of operations of an acquired property are included in our results of operations from the date of acquisition. Estimates of fair values are based upon future cash flows and other valuation techniques in accordance with our fair value measurements accounting policy. Fair values are used to record the purchase price of acquired property among land, buildings on an “as if vacant” basis, tenant improvements, other identifiable intangibles and any goodwill or gain on purchase. Other identifiable intangible assets and liabilities include the effect of out-of-market leases, the value of having leases in place (“as is” versus “as if vacant” and absorption costs), out-of-market assumed mortgages and tenant relationships. Depreciation and amortization is computed using the straight-line method, generally over estimated useful lives of 40 years for buildings and over the lease term which includes bargain renewal options for other identifiable intangible assets. The impact of these estimates, including incorrect estimates in connection with acquisition values and estimated useful lives, could result in significant differences related to the purchased assets, liabilities and resulting depreciation or amortization. Acquisition costs are expensed as incurred.

Impairment

Our property is reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property, including any capitalized costs and any identifiable intangible assets, may not be recoverable.

If such an event occurs, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future, with consideration of applicable holding periods, on an undiscounted basis to the carrying amount of such property. If we determine the carrying amount is not recoverable, our basis in the property is reduced to its estimated fair value to reflect impairment in the value of the asset. Fair values are determined by management utilizing cash flow models, market capitalization and discount rates, or by obtaining third-party broker or appraisal estimates in accordance with our fair value measurements accounting policy.

We review current economic considerations each reporting period, including the effects of tenant bankruptcies, the suspension of tenant expansion plans for new development projects, declines in real estate values and any changes to plans related to our new development projects including land held for development, to identify properties where we believe market values may be deteriorating. Determining whether a property is impaired and, if impaired, the amount of write-down to fair value requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. The evaluations used in these analyses could result in incorrect estimates when determining carrying values that could be material to our consolidated financial statements.

Our investment in partially owned real estate joint ventures and partnerships is reviewed for impairment each reporting period. The ultimate realization is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the estimated fair value of an investment below its carrying amount is other than temporary. A considerable amount of judgment by our management is used in this evaluation. Our overall future plans for the investment, our investment partner’s financial outlook and our views on current market and economic conditions may have a significant impact on the resulting factors analyzed for these purposes.

Our investments in tax increment revenue bonds are reviewed for impairment, including the evaluation of changes in events or circumstances that may indicate that the carrying amount of the investment may not be recoverable. Realization is dependent on a number of factors, including investment performance, market conditions and payment structure. We will record an impairment charge if we determine that a decline in the value of the investment below its carrying amount is other than temporary, recovery of its cost basis is uncertain, and/or it is uncertain if the investment will be held to maturity. A considerable amount of judgment by our management is used in this evaluation, which may produce incorrect estimates that could be material to our consolidated financial statements.

Results of Operations

Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010

Revenues

Total revenues were $541.6 million for the year ended 2011 versus $535.1 million for the year ended 2010, an increase of $6.5 million or 1.2%. This increase is attributable to an increase in net rental revenues of $5.2 million associated primarily with the acquisition of six properties in the latter half of 2010 and two properties in 2011, as well as new development completions.

Depreciation and Amortization

Depreciation and amortization for the year ended 2011 was $153.0 million versus $145.9 million for the year ended 2010, an increase of $7.1 million or 4.9%. This increase is primarily attributable to the acquisition of six properties in the latter half of 2010 and two properties in 2011, new development completions and other capital activities.

Real Estate Taxes, net

Net real estate taxes for the year ended 2011 were $64.2 million versus $61.5 million for the year ended 2010, an increase of $2.7 million or 4.4%. The increase resulted primarily from rate and assessed valuation changes from the prior year, as well as acquisitions in both 2010 and 2011.

Impairment Loss

The impairment loss in 2011 of $58.7 million is primarily attributable to our impairment of land held for development, properties where we changed our anticipated hold periods or were sold, our equity interest in certain unconsolidated real estate joint ventures and the net credit loss on the exchange of tax increment revenue bonds. The 2010 impairment loss of $33.3 million was attributable to losses associated with the revaluation of two unconsolidated real estate joint ventures to fair value and its associated tax increment revenue bonds and a note, land held for development and the disposition of a retail building and an undeveloped land tract.

Interest Expense, net

Net interest expense totaled $141.8 million for 2011, down $6.4 million or 4.3% from 2010. The components of net interest expense were as follows (in thousands):


	Year Ended December 31,
	2011		2010

Gross interest expense	$	144,913	$	152,165
Amortization of convertible bond discount		1,334		2,191
Over-market mortgage adjustment		(2,161)		(2,799)
Capitalized interest		(2,329)		(3,405)


Total	$	141,757	$	148,152

Gross interest expense totaled $144.9 million in 2011, down $7.3 million or 4.8% from 2010. The decrease in gross interest expense was due primarily to the reduction in interest rates as a result of amending and extending our revolving credit facility and refinancing notes and mortgages through the revolving credit facility. In 2011, the weighted average debt outstanding was $2.6 billion at a weighted average interest rate of 5.6% as compared to $2.5 billion outstanding at a weighted average interest rate of 6.1% in 2010. Capitalized interest decreased $1.1 million as a result of new development stabilizations and completions.

Interest and Other Income, net

Net interest and other income for the year ended 2011 was $5.1 million versus $9.8 million for the year ended 2010, a decrease of $4.7 million or 48.0%. The decrease is primarily attributable to the fair value decrease of $1.5 million in the assets held in a grantor trust related to our deferred compensation plan, a decline of $.8 million in interest earned on notes receivable from real estate joint ventures and partnerships associated primarily with the consolidation of two unconsolidated real estate joint ventures, and a $1.9 million reduction in interest associated with our investment in subordinated tax increment revenue bonds.

Equity in Earnings of Real Estate Joint Ventures and Partnerships, net

Net equity in earnings of real estate joint ventures and partnerships for the year ended 2011 was $7.8 million versus $12.9 million for the year ended 2010, a decrease of $5.1 million or 39.5%. The decrease is primarily attributable to an increase in impairment losses in 2011, associated primarily with reduced holding periods at finite life joint ventures, which is offset by earnings from our 57.8% investment in a shopping center acquired in the fourth quarter of 2010.

Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

Revenues

Total revenues were $535.1 million for the year ended 2010 versus $552.2 million for the year ended 2009, a decrease of $17.1 million or 3.1%. This decrease is attributable to decreases in net rental revenues and other income of $13.0 million and $4.1 million, respectively. The decrease in net rental revenues was primarily attributable to an aggregate $17.9 million reduction from the sale of an 80% interest in six shopping centers. Offsetting this decline is rentals associated primarily with new development completions and the acquisition of six properties. The decrease in other revenues results primarily from a decline in lease cancellation revenue.

Real Estate Taxes, net

Net real estate taxes for the year ended 2010 were $61.5 million versus $67.3 million for the year ended 2009, a decrease of $5.8 million or 8.6%. The decrease resulted primarily from the sale of an 80% interest in six shopping centers and rate and valuation changes from the prior year.

Impairment Loss

The impairment loss in 2010 is attributable to a $15.8 million loss associated with the requirement to record our equity interests in two previously unconsolidated real estate joint ventures (of which both are related to the same shopping center) at their estimated fair values in accounting for the consolidation of these joint ventures, a loss of $12.3 million associated with tax increment revenue bonds and note and a $5.2 million loss associated primarily with land held for development properties and the disposition of a retail building and an undeveloped land tract. The 2009 impairment loss of $35.0 million relates primarily to land held for development properties resulting from changes in economic conditions, our new development business plans and tenant expansion plans.

Interest Expense, net

Net interest expense totaled $148.2 million for 2010, down $3.9 million or 2.6% from 2009. The components of net interest expense were as follows (in thousands):


	Year Ended December 31,
	2010		2009

Gross interest expense	$	152,165	$	159,745
Amortization of convertible bond discount		2,191		4,969
Over-market mortgage adjustment		(2,799)		(3,957)
Capitalized interest		(3,405)		(8,716)


Total	$	148,152	$	152,041

Gross interest expense totaled $152.2 million in 2010, down $7.6 million or 4.7% from 2009. The decrease in gross interest expense was due primarily to the reduction in the average debt outstanding, resulting from the retirement of the convertible notes and other unsecured debt. In 2010, the weighted average debt outstanding was $2.5 billion at a weighted effective interest rate of 6.1% as compared to $2.8 billion of outstanding weighted average debt at a weighted effective interest rate of 5.8% in 2009. The decrease of $2.8 million in the amortization of convertible bond discount relates to the retirement of the convertible notes. The decrease in over-market mortgage adjustment of acquired properties of $1.2 million resulted primarily from the sale of an 80% interest in six shopping centers and loan payoffs that occurred in 2010 and 2009. Capitalized interest decreased $5.3 million as a result of new development stabilizations, completions and the cessation of carrying costs capitalization on several new development projects transferred to land held for development.

(Loss) Gain on Redemption of Convertible Senior Unsecured Notes

The loss in 2010 of $.1 million resulted from the purchase and cancellation of $4.0 million of our 3.95% convertible senior unsecured notes at a premium to par value as compared to the gain of $25.3 million from the purchase and cancellation of $402.0 million of our 3.95% convertible senior unsecured notes at a discount to par value in 2009.

Equity in Earnings of Real Estate Joint Ventures and Partnerships, net

The increase in net equity earnings of real estate joint ventures and partnerships of $7.3 million or 132.3% is primarily attributable to impairment losses in 2009 of $6.8 million associated with three new development properties with a minimal impairment loss recorded in 2010 associated with a single property.

Gain on Land and Merchant Development Sales

The decrease in gain on land and merchant development sales of $18.7 million is primarily attributable to the gains in 2009 that did not reoccur in 2010.

Provision for Income Taxes

The decrease in the income tax provision of $6.1 million is attributable primarily to a $5.0 million impairment valuation allowance provision in 2009 at our taxable REIT subsidiary.

Gain on Sale of Property

The decrease in gain on sale of property of $23.3 million is attributable primarily to gains in 2009 from the sale of an 80% interest in four shopping centers and the disposition of 11 retail buildings at seven operating properties. The sales activities in 2010 were not significant.

Effects of Inflation

We have structured our leases in such a way as to remain largely unaffected should significant inflation occur. Most of the leases contain percentage rent provisions whereby we receive increased rentals based on the tenants’ gross sales. Many leases provide for increasing minimum rentals during the terms of the leases through escalation provisions. In addition, many of our leases are for terms of less than 10 years, which allow us to adjust rental rates to changing market conditions when the leases expire. Most of our leases also require the tenants to pay their proportionate share of operating expenses and real estate taxes. As a result of these lease provisions, increases due to inflation, as well as real estate tax rate increases, generally do not have a significant adverse effect upon our operating results as they are absorbed by our tenants. Under the current economic climate, little to no inflation is occurring.

Capital Resources and Liquidity

Our primary liquidity needs are paying our common and preferred dividends, maintaining and operating our existing properties, paying our debt service costs, excluding debt maturities, and funding capital expenditures. Under our 2012 business plan, cash flows from operating activities are expected to meet these planned capital needs.

The primary sources of capital for funding any debt maturities and acquisitions are our revolving credit facility; proceeds from both secured and unsecured debt issuances; proceeds from common and preferred equity issuances; cash generated from the sale of property and the formation of joint ventures; and cash flow generated by our operating properties. Amounts outstanding under the revolving credit facility are retired as needed with proceeds from the issuance of long-term debt, common and preferred equity, cash generated from the disposition of properties and cash flow generated by our operating properties.

During 2011, we paid off our fixed-rate 7% unsecured notes totaling $117.7 million and redeemed $77.2 million of our 3.95% convertible senior unsecured notes using our revolving credit facility. In addition, we entered into a one year term loan in the amount of $200 million at a borrowing rate that floats at a margin over LIBOR. Loan proceeds were used to pay down amounts outstanding under our revolving credit facility.

Effective September 30, 2011, we entered into an amended and restated $500 million unsecured revolving credit facility. The facility expires in September 2015, provides for a one-year extension upon request and provides borrowing rates that float at a margin over LIBOR plus a facility fee. The borrowing margin and facility fee are priced off a grid that is tied to our senior unsecured credit ratings, which are currently 125 and 25 basis points, respectively. This results in a decrease of 150 basis points in the borrowing margin from the previous margin of 275 basis points and a decrease of 25 basis points in the facility fee, substantially reducing our cost of borrowing.

As of December 31, 2011, we had $145.0 million outstanding under our $500 million revolving credit facility and $21.5 million was outstanding under our $99 million credit facility, which we use for cash management purposes. We believe proceeds from our disposition program for 2012, combined with our available capacity under the revolving credit facilities, will provide adequate liquidity to fund our capital needs. In the event our disposition program does not progress as expected, we believe other debt and equity alternatives are available to us. Although external market conditions are not within our control, we do not currently foresee any reasons that would prevent us from entering the capital markets.

Our most restrictive debt covenants, including debt to assets, secured debt to assets, fixed charge and unencumbered interest coverage and debt yield ratios, limit the amount of additional leverage we can add; however, we believe the sources of capital described above are adequate to execute our business strategy and remain in compliance with our debt covenants.

We have non-recourse debt secured by acquired or developed properties held in several of our real estate joint ventures and partnerships. Off balance sheet mortgage debt for our unconsolidated real estate joint ventures and partnerships totaled $556.9 million, of which our ownership percentage is $198.1 million at December 31, 2011. Scheduled principal mortgage payments on this debt, excluding non-cash related items totaling $1.7 million, at 100% are as follows (in millions):


2012	$	29.6
2013		55.4
2014		116.4
2015		41.5
2016		98.0
Thereafter		214.3

Total	$	555.2

We hedge the future cash flows of certain debt transactions, as well as changes in the fair value of our debt instruments, principally through interest rate contracts with major financial institutions. We generally have the right to sell or otherwise dispose of our assets except in certain cases where we are required to obtain our joint venture partners’ consent or a third party consent for assets held in special purpose entities, which are 100% owned by us.

Investing Activities:

Acquisitions and Joint Ventures

During 2011, we acquired two shopping centers for approximately $42.9 million.

In April 2011, we acquired a 50%-owned unconsolidated real estate joint venture interest in three retail properties for approximately $11.6 million and purchased our partner’s 50% unconsolidated interest in a property for $11.5 million, which included their share of a construction note obligation.

Dispositions

During 2011, we sold eight retail properties, three industrial properties, a retail building and 11 undeveloped land parcels with aggregate gross sales proceeds of $117.2 million, which generated a gain of $11.7 million. Also, an unconsolidated real estate joint venture sold two industrial buildings with gross sales proceeds aggregating $7.6 million, which did not generate a gain.

New Development and Capital Expenditures

At December 31, 2011, we had 11 projects under various stages of construction and development with a total square footage of approximately 2.1 million, including three newly acquired projects located in Florida, Georgia and Virginia, which upon completion will represent an estimated total investment of $74.4 million. Overall, we expect our investment in these 11 properties upon completion to be $193.7 million, net of future proceeds from land sales and tax incentive financing of $24.6 million.

Our new development projects are financed initially under our revolving credit facility, as it is our practice not to use third party construction financing. Management monitors amounts outstanding under our revolving credit facility and periodically pays down such balances using cash generated from operations, from both secured and unsecured debt issuances, from common and preferred share issuances and from dispositions of properties.

Capital expenditures for additions to the existing portfolio, acquisitions, new development and our share of investments in unconsolidated real estate joint ventures and partnerships totaled $165.5 million in 2011, $189.9 million in 2010 and $162.9 million in 2009. We have entered into commitments aggregating $86.1 million comprised principally of construction contracts which are generally due in 12 to 36 months.

Financing Activities:

Debt

Total debt outstanding was $2.5 billion and $2.6 billion at December 31, 2011 and 2010, respectively. Total debt at December 31, 2011, included $2.0 billion on which interest rates are fixed and $517.0 million, including the effect of $119.3 million of interest rate contracts, which bears interest at variable rates. Additionally, of our total debt, $1.0 billion was secured by operating properties while the remaining $1.5 billion was unsecured.

We have a $500 million unsecured revolving credit facility, which expires in September 2015 and provides borrowing rates that float at a margin over LIBOR plus a facility fee. The borrowing margin and facility fee are priced off a grid that is tied to our senior unsecured credit ratings, which are currently 125.0 and 25.0 basis points, respectively. The facility also contains a competitive bid feature that will allow us to request bids for up to $250 million. Additionally, an accordion feature allows us to increase the facility amount up to $700 million. As of February 15, 2012, we had $140.0 million outstanding, and the available balance was $356.6 million, net of $3.4 million in outstanding letters of credit.

We also have an agreement with a bank for an unsecured and uncommitted overnight facility totaling $99 million that we maintain for cash management purposes. The facility provides for fixed interest rate loans at a 30 day LIBOR rate plus a borrowing margin based on market liquidity. As of February 15, 2012, $23.0 million was outstanding under this facility, and the available balance was $76.0 million.

During 2011, the maximum balance and weighted average balance outstanding under both facilities combined were $330.7 million and $151.8 million, respectively, at a weighted average interest rate of 1.5%.

Our five most restrictive covenants include debt to assets, secured debt to assets, fixed charge and unencumbered interest coverage and debt yield ratios. We believe we were in full compliance with our public debt and revolving credit facility covenants as of December 31, 2011.

Our public debt covenant ratios as defined in our indenture agreement were as follows at December 31, 2011:


Covenant	Restriction	Actual
Debt to Asset Ratio	Less than 60.0%	44.8%
Secured Debt to Asset Ratio	Less than 40.0%	18.1%
Fixed Charge Ratio	Greater than 1.5	2.3
Unencumbered Asset Test	Greater than 100%	256.8%

At December 31, 2011, we had four interest rate contracts with an aggregate notional amount of $119.3 million that were designated as fair value hedges and convert fixed interest payments at rates ranging from 4.2% to 7.5% to variable interest payments ranging from .5% to 4.4%.

We also have three interest rate contracts with an aggregate notional amount of $27.1 million that were designated as cash flow hedges. These contracts have maturities through September 2017 and either fix or cap interest rates ranging from 2.3% to 5.0%. We have determined that these contracts are highly effective in offsetting future variable interest cash flows.

We could be exposed to losses in the event of nonperformance by the counter-parties; however, management believes such nonperformance is unlikely.

Equity

In February 2011, our Board of Trust Managers approved an increase to our quarterly dividend rate for our common shares from $.260 to $.275 per share commencing with the first quarter 2011 distribution. Common and preferred dividends paid totaled $165.7 million during 2011. Our dividend payout ratio (as calculated as dividends paid on common shares divided by funds from operation - basic) for 2011, 2010 and 2009 approximated 76.7%, 66.9% and 66.3%, respectively, which is inclusive of non-cash transactions including impairment charges and other non-cash items. Subsequent to December 31, 2011, our Board of Trust Managers approved an increase to our quarterly dividend rate to $.290 per share.

In September 2011, we filed a universal shelf registration statement which is effective for the next three years. We will continue to closely monitor both the debt and equity markets and carefully consider our available financing alternatives, including both public offerings and private placements.

Contractual Obligations

We have debt obligations related to our mortgage loans and unsecured debt, including any draws on our revolving credit facilities. We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. In addition, we have non-cancelable operating leases pertaining to office space from which we conduct our business. The table below excludes obligations related to our new development projects because such amounts are not fixed or determinable. We have entered into commitments aggregating $86.1 million comprised principally of construction contracts which are generally due in 12 to 36 months. The following table summarizes our primary contractual obligations as of December 31, 2011 (in thousands):


	2012		2013		2014		2015		2016		Thereafter		Total
Mortgages and Notes Payable: (1)
Unsecured Debt	$	445,313	$	218,355	$	339,571	$	275,942	$	93,651	$	287,461	$	1,660,293
Secured Debt		171,640		192,094		199,150		188,433		181,178		335,129		1,267,624

Lease Payments		3,569		3,519		3,183		2,956		2,623		121,295		137,145

Other Obligations (2)		64,521		36,660										101,181


Total Contractual Obligations	$	685,043	$	450,628	$	541,904	$	467,331	$	277,452	$	743,885	$	3,166,243

(1)	Includes principal and interest with interest on variable-rate debt calculated using rates at December 31, 2011, excluding the effect of interest rate swaps. Also, excludes a $74.1 million debt service guaranty liability.

(2)	Other obligations include income and real estate tax payments, commitments associated with our secured debt, contributions to our retirement plan and other employee payments.

Related to our investment in a development project in Sheridan, Colorado, we, our joint venture partner and the joint venture have each provided a guaranty for the payment of any debt service shortfalls on tax increment revenue bonds issued in connection with the project. In 2007, the Sheridan Redevelopment Agency (“Agency”) issued $97 million of Series A bonds used for an urban renewal project. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee (“PIF”) to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2030 (unless such date is otherwise extended by the Agency).

In connection with the above project and a lawsuit settlement in 2009, the joint venture purchased a portion of the bonds in the amount of $51.3 million at par, and we established a $46.3 million letter of credit.

On April 28, 2011, the Agency remarketed the bonds, which included an extension of the incremental taxes and PIF for an additional 10 years. All of the outstanding bonds were recalled by the Agency and replaced with $74.1 million in senior bonds and $57.7 million in subordinate bonds. This transaction resulted in us receiving approximately $16.5 million in cash proceeds and $57.7 million in new subordinated bonds replacing the face value of our $51.3 million of senior bonds and $22.4 million of subordinate bonds. The subordinate bonds had been previously written down to a fair value of $10.7 million. Upon the completion of this transaction, we recorded a net credit loss on the exchange of bonds of approximately $18.7 million, and our $46.3 million letter of credit was terminated.

Off Balance Sheet Arrangements

As of December 31, 2011, none of our off balance sheet arrangements had a material effect on our liquidity or availability of, or requirement for, our capital resources. Letters of credit totaling $3.4 million and $52.4 million were outstanding under the revolving credit facility at December 31, 2011 and 2010, respectively.

We have entered into several unconsolidated real estate joint ventures and partnerships. Under many of these agreements, we and our joint venture partners are required to fund operating capital upon shortfalls in working capital. We have also committed to fund the capital requirements of several new development joint ventures. As operating manager of most of these entities, we have considered these funding requirements in our business plan.

Reconsideration events, including changes in variable interests, could cause us to consolidate these joint ventures and partnerships. We continuously evaluate these events as we become aware of them. Some triggers to be considered are additional contributions required by each partner and each partner’s ability to make those contributions. Under certain of these circumstances, we may purchase our partner’s interest. Our material unconsolidated real estate joint ventures are with entities which appear sufficiently stable; however, if market conditions were to continue to deteriorate and our partners are unable to meet their commitments, there is a possibility we may have to consolidate these entities. If we were to consolidate all of our unconsolidated real estate joint ventures, we would still be in compliance with our debt covenants.

As of December 31, 2011, two unconsolidated real estate joint ventures were determined to be VIEs through the issuance of secured loans, since the lenders have the ability to make decisions that could have a significant impact on the profitability of the entities. In addition, we have another unconsolidated real estate joint venture with an interest in an entity, which is deemed to be a VIE since the unconsolidated joint venture provided a guaranty for the entity’s debt. Our maximum risk of loss associated with these VIEs was limited to $75.3 million at December 31, 2011.

Funds from Operations

Effective for the fourth quarter of 2011, the National Association of Real Estate Investment Trusts (“NAREIT”) issued updated guidance on the definition of funds from operation (“FFO”) to exclude the effects of impairment related to depreciable real estate assets and in substance real estate equity investments. Previously, our calculation of FFO did not exclude impairment of depreciable real estate assets and as a result, we have changed our presentation of FFO for all periods presented to comply with the revised guidance. NAREIT defines FFO as net income (loss) attributable to common shareholders computed in accordance with GAAP, excluding gains or losses from sales of operating real estate assets and extraordinary items, plus depreciation and amortization of operating properties and impairment of depreciable real estate and in substance real estate equity investments, including our share of unconsolidated real estate joint ventures and partnerships. We calculate FFO in a manner consistent with the NAREIT definition.

We believe FFO is a widely recognized measure of REIT operating performance which provides our shareholders with a relevant basis for comparison among other REITs. Management uses FFO as a supplemental internal measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that uses historical cost accounting is insufficient by itself. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs.

FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.

FFO is calculated as follows (in thousands):


	Year Ended December 31,
	2011		2010		2009

Net (loss) income attributable to common shareholders		$ (19,855)		$ 10,730		$ 135,626
Depreciation and amortization		150,668		143,393		144,211
Depreciation and amortization of unconsolidated real estate joint ventures and partnerships		22,887		20,085		18,433
Impairment of operating properties and real estate equity investments		28,995		15,948		6,062
Impairment of operating properties of unconsolidated real estate joint ventures and partnerships		7,025		115		-
Gain on acquisition		(4,559)		-		-
Gain on land and merchant development sales		-		-		(18,688)
Gain on sale of property		(11,846)		(3,069)		(81,006)
Loss (gain) on sale of property of unconsolidated real estate joint ventures and partnerships		10		(194)		(4)

Funds from operations – basic and diluted		$ 173,325		$ 187,008		$ 204,634


Weighted average shares outstanding – basic		120,331		119,935		109,546
Effect of dilutive securities:
Share options and awards		-		845		632

Weighted average shares outstanding – diluted		120,331		120,780		110,178

Newly Issued Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which amends previous guidance resulting in common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. The amendments both clarify the application of existing fair value measurement requirements and changes certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The provisions of this update are effective for us at January 1, 2012. We do not anticipate the adoption of this update to materially impact our consolidated financial statements.

In December 2011, the FASB issued Accounting Standards Update No. 2011-10, “Derecognition of in Substance Real Estate – A Scope Clarification,” which clarifies which guidance a reporting entity should follow when it deconsolidates a subsidiary that is in substance real estate as a result of a default on the subsidiary’s nonrecourse debt. The provisions of this update will be applied prospectively and are effective for us at June 15, 2012. We do not anticipate the adoption of this update to materially impact our consolidated financial statements.

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

We use fixed and floating-rate debt to finance our capital requirements. These transactions expose us to market risk related to changes in interest rates. Derivative financial instruments are used to manage a portion of this risk, primarily interest rate contracts with major financial institutions. These agreements expose us to credit risk in the event of non-performance by the counter-parties. We do not engage in the trading of derivative financial instruments in the normal course of business. At December 31, 2011, we had fixed-rate debt of $2.0 billion and variable-rate debt of $517.0 million, after adjusting for the net effect of $119.3 million notional amount of interest rate contracts. In the event interest rates were to increase 100 basis points and holding all other variables constant, annual net income and cash flows for the following year would decrease by approximately $5.2 million associated with our variable-rate debt, including the effect of the interest rate contracts. The effect of the 100 basis points increase would decrease the fair value of our variable-rate and fixed-rate debt by approximately $14.1 million and $66.2 million, respectively.

ITEM 8.

Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trust Managers and Shareholders of

Weingarten Realty Investors

Houston, Texas

We have audited the accompanying consolidated balance sheets of Weingarten Realty Investors and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2011. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Weingarten Realty Investors and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2012 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Houston, Texas

February 29, 2012

WEINGARTEN REALTY INVESTORS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)


	Year Ended December 31,
	2011		2010		2009
Revenues:
Rentals, net	$	526,533	$	521,376	$	534,374
Other		15,028		13,708		17,852

Total		541,561		535,084		552,226


Expenses:
Depreciation and amortization		152,983		145,893		142,549
Operating		101,657		102,138		99,540
Real estate taxes, net		64,243		61,537		67,346
Impairment loss		58,734		33,317		34,983
General and administrative		25,528		24,993		25,921

Total		403,145		367,878		370,339


Operating Income		138,416		167,206		181,887
Interest Expense, net		(141,757)		(148,152)		(152,041)
Interest and Other Income, net		5,062		9,825		11,425
(Loss) Gain on Redemption of Convertible Senior Unsecured Notes		-		(135)		25,311
Equity in Earnings of Real Estate Joint Ventures and Partnerships, net		7,834		12,889		5,548
Gain on Land and Merchant Development Sales		-		-		18,688
Provision for Income Taxes		(395)		(180)		(6,269)

Income from Continuing Operations		9,160		41,453		84,549

Operating (Loss) Income from Discontinued Operations		(4,373)		6,687		9,696
Gain on Sale of Property from Discontinued Operations		10,215		1,093		55,765

Income from Discontinued Operations		5,842		7,780		65,461
Gain on Sale of Property		1,737		2,005		25,266

Net Income		16,739		51,238		175,276
Less: Net Income Attributable to Noncontrolling Interests		(1,118)		(5,032)		(4,174)

Net Income Adjusted for Noncontrolling Interests		15,621		46,206		171,102
Dividends on Preferred Shares		(35,476)		(35,476)		(35,476)

Net (Loss) Income Attributable to Common Shareholders	$	(19,855)	$	10,730	$	135,626


Earnings Per Common Share - Basic:
(Loss) income from continuing operations attributable to common shareholders	$	(0.21)	$	0.02	$	0.64
Income from discontinued operations		0.04		0.07		0.60

Net (loss) income attributable to common shareholders	$	(0.17)	$	0.09	$	1.24


Earnings Per Common Share - Diluted:
(Loss) income from continuing operations attributable to common shareholders	$	(0.21)	$	0.02	$	0.64
Income from discontinued operations		0.04		0.07		0.59

Net (loss) income attributable to common shareholders	$	(0.17)	$	0.09	$	1.23


Comprehensive Income:
Net Income	$	16,739	$	51,238	$	175,276
Net unrealized (loss) gain on derivatives		(854)		123		-
Amortization of loss on derivatives		2,551		2,566		2,481
Retirement liability adjustment		(7,666)		(505)		3,237

Comprehensive Income		10,770		53,422		180,994
Comprehensive Income Attributable to Noncontrolling Interests		(1,118)		(5,032)		(4,174)

Comprehensive Income Adjusted for Noncontrolling Interests	$	9,652	$	48,390	$	176,820

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)


	December 31,
	2011		2010
ASSETS
Property	$	4,688,526	$	4,777,794
Accumulated Depreciation		(1,059,531)		(971,249)
Property Held for Sale, net		73,241		-

Property, net *		3,702,236		3,806,545
Investment in Real Estate Joint Ventures and Partnerships, net		341,608		347,526

Total		4,043,844		4,154,071
Notes Receivable from Real Estate Joint Ventures and Partnerships		149,204		184,788
Unamortized Debt and Lease Costs, net		115,191		116,437
Accrued Rent and Accounts Receivable (net of allowance for doubtful accounts of $11,301 in 2011 and $10,137 in 2010) *		86,530		95,859
Cash and Cash Equivalents *		13,642		23,859
Restricted Deposits and Mortgage Escrows		11,144		10,208
Other, net		168,671		222,633

Total Assets	$	4,588,226	$	4,807,855


LIABILITIES AND EQUITY
Debt, net *	$	2,531,837	$	2,589,448
Accounts Payable and Accrued Expenses		124,888		126,767
Other, net		107,919		111,383

Total Liabilities		2,764,644		2,827,598


Commitments and Contingencies

Equity:
Shareholders' Equity:
Preferred Shares of Beneficial Interest—par value, $.03 per share; shares authorized: 10,000
6.75% Series D cumulative redeemable preferred shares of beneficial interest; 100 shares issued and outstanding in 2011 and 2010; liquidation preference $75,000		3		3
6.95% Series E cumulative redeemable preferred shares of beneficial interest; 29 shares issued and outstanding in 2011 and 2010; liquidation preference $72,500		1		1
6.5% Series F cumulative redeemable preferred shares of beneficial interest; 140 shares issued and outstanding in 2011 and 2010; liquidation preference $350,000		4		4
Common Shares of Beneficial Interest—par value, $.03 per share; shares authorized: 275,000; shares issued and outstanding:
120,844 in 2011 and 120,492 in 2010		3,641		3,630
Accumulated Additional Paid-In Capital		1,983,978		1,969,905
Net Income Less Than Accumulated Dividends		(304,504)		(151,780)
Accumulated Other Comprehensive Loss		(27,743)		(21,774)

Total Shareholders' Equity		1,655,380		1,799,989
Noncontrolling Interests		168,202		180,268

Total Equity		1,823,582		1,980,257

Total Liabilities and Equity	$	4,588,226	$	4,807,855


* Consolidated Variable Interest Entities' Assets and Liabilities included in the above balances (See Note 22):
Property, net	$	230,159	$	233,706
Accrued Rent and Accounts Receivable, net		8,564		9,514
Cash and Cash Equivalents		11,382		10,397
Debt, net		279,301		281,519

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2011		2010		2009
Cash Flows from Operating Activities:
Net Income	$	16,739	$	51,238	$	175,276
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		157,290		151,107		151,888
Amortization of deferred financing costs and debt discount		5,215		5,017		6,083
Impairment loss		75,874		33,317		38,836
Equity in earnings of real estate joint ventures and partnerships, net		(7,834)		(12,889)		(5,548)
Gain on acquisition		(4,559)		-		-
Gain on land and merchant development sales		-		-		(18,688)
Gain on sale of property		(11,952)		(3,098)		(81,031)
Loss (gain) on redemption of convertible senior unsecured notes		-		135		(25,311)
Distributions of income from real estate joint ventures and partnerships, net		2,186		1,733		2,841
Changes in accrued rent and accounts receivable, net		6,662		(2,898)		(568)
Changes in other assets, net		(22,482)		(16,225)		(10,309)
Changes in accounts payable, accrued expenses and other liabilities, net		(13,525)		(3,875)		147
Other, net		11,117		11,063		10,700

Net cash provided by operating activities		214,731		214,625		244,316


Cash Flows from Investing Activities:
Investment in property		(143,988)		(142,972)		(108,914)
Proceeds from sale and disposition of property, net		113,043		29,064		333,412
Change in restricted deposits and mortgage escrows		(794)		2,175		20,480
Notes receivable from real estate joint ventures and partnerships and other receivables:
Advances		(2,926)		(9,145)		(100,800)
Collections		15,687		20,010		22,301
Real estate joint ventures and partnerships:
Investments		(18,583)		(37,738)		(5,247)
Distributions of capital		17,271		15,663		30,640
Proceeds from tax increment revenue bonds		16,545		-		-
Other, net		-		1,522		-

Net cash (used in) provided by investing activities		(3,745)		(121,421)		191,872


Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt		215,750		336		367,640
Common shares of beneficial interest, net		3,999		3,122		439,272
Principal payments of debt		(336,760)		(139,722)		(578,390)
Changes in unsecured revolving credit facilities		86,500		80,000		(383,000)
Common and preferred dividends paid		(165,721)		(158,012)		(168,583)
Debt issuance costs paid		(4,002)		(6,622)		(6,446)
Distributions to noncontrolling interests		(23,560)		(13,014)		(16,368)
Contributions from noncontrolling interests		3,717		2,686		4,518
Other, net		(1,126)		8,297		(193)

Net cash used in financing activities		(221,203)		(222,929)		(341,550)


Net (decrease) increase in cash and cash equivalents		(10,217)		(129,725)		94,638
Cash and cash equivalents at January 1		23,859		153,584		58,946

Cash and cash equivalents at December 31	$	13,642	$	23,859	$	153,584


Interest paid during the period (net of amount capitalized of $2,329, $3,405 and $8,716, respectively)	$	137,758	$	140,335	$	156,517

Income taxes paid during the period	$	1,578	$	2,116	$	3,051

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share amounts)

Year Ended December 31, 2011, 2010 and 2009


	Preferred Shares of Beneficial Interest		Common Shares of Beneficial Interest		Accumulated Additional Paid-In Capital		Net Income Less Than Accumulated Dividends		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
Balance, January 1, 2009	$	8	$	2,625	$	1,514,940	$	(37,245)	$	(29,676)	$	204,031	$	1,654,683
Net income								171,102				4,174		175,276
Shares issued in exchange for noncontrolling interests				15		14,236						(14,251)		-
Issuance of common shares				966		438,089								439,055
Shares issued under benefit plans				9		5,147								5,156
Dividends declared – common shares (1)								(135,731)						(135,731)
Dividends declared – preferred shares (2)								(32,852)						(32,852)
Sale of properties with noncontrolling interests												23,521		23,521
Distributions to noncontrolling interests												(16,368)		(16,368)
Contributions from noncontrolling interests												4,518		4,518
Purchase and cancellation of convertible senior unsecured notes						(16,110)								(16,110)
Other comprehensive income										5,718				5,718
Other, net						2,673		(2,624)				(259)		(210)

Balance, December 31, 2009		8		3,615		1,958,975		(37,350)		(23,958)		205,366		2,106,656
Net income								46,206				5,032		51,238
Shares issued in exchange for noncontrolling interests				1		745						(746)		-
Shares issued under benefit plans				14		8,005								8,019
Dividends declared – common shares (1)								(125,160)						(125,160)
Dividends declared – preferred shares (2)								(32,852)						(32,852)
Distributions to noncontrolling interests												(13,014)		(13,014)
Contributions from noncontrolling interests												2,686		2,686
Consolidation of joint ventures												(18,573)		(18,573)
Other comprehensive income										2,184				2,184
Other, net						2,180		(2,624)				(483)		(927)

Balance, December 31, 2010		8		3,630		1,969,905		(151,780)		(21,774)		180,268		1,980,257
Net income								15,621				1,118		16,739
Shares issued under benefit plans				11		9,898								9,909
Dividends declared – common shares (1)								(132,869)						(132,869)
Dividends declared – preferred shares (2)								(32,852)						(32,852)
Distributions to noncontrolling interests												(23,560)		(23,560)
Contributions from noncontrolling interests												13,666		13,666
Other comprehensive loss										(5,969)				(5,969)
Other, net						4,175		(2,624)				(3,290)		(1,739)

Balance, December 31, 2011	$	8	$	3,641	$	1,983,978	$	(304,504)	$	(27,743)	$	168,202	$	1,823,582

(1)	Common dividend per share was $1.10, $1.04 and $1.275 for the year ended December 31, 2011, 2010 and 2009, respectively.

(2)	Series D, E and F preferred dividend per share was $50.63, $173.75 and $162.50 for the year ended December 31, 2011, 2010 and 2009, respectively.

See Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Business

Weingarten Realty Investors is a REIT organized under the Texas Real Estate Investment Trust Act, which has been replaced by the Texas Business Organizations Code. We, and our predecessor entity, began the ownership and development of shopping centers and other commercial real estate in 1948. Our primary business is leasing space to tenants in the shopping and industrial centers we own or lease. We also manage centers for joint ventures in which we are partners or for other outside owners for which we charge fees.

We operate a portfolio of properties that include neighborhood and community shopping centers and industrial properties of approximately 76.1 million square feet. We have a diversified tenant base with our largest tenant comprising only 3.2% of total rental revenues during 2011.

We currently operate, and intend to operate in the future, as a REIT.

Basis of Presentation

Our consolidated financial statements include the accounts of our subsidiaries, certain partially owned real estate joint ventures or partnerships and VIEs which meet the guidelines for consolidation. All intercompany balances and transactions have been eliminated.

Our consolidated financial statements are prepared in accordance with GAAP. Such statements require management to make estimates and assumptions that affect the reported amounts on our consolidated financial statements. Actual results could differ from these estimates. We have evaluated subsequent events for recognition or disclosure in our consolidated financial statements.

Revenue Recognition

Rental revenue is generally recognized on a straight-line basis over the term of the lease, which generally begins the date the tenant takes control of the space. Revenue from tenant reimbursements of taxes, maintenance expenses and insurance is subject to our interpretation of lease provisions and is recognized in the period the related expense is recognized. Revenue based on a percentage of tenants’ sales is recognized only after the tenant exceeds their sales breakpoint. In circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease. Other revenue is income from contractual agreements with third parties, tenants or partially owned real estate joint ventures or partnerships, which is recognized as the related services are performed under the respective agreements.

Property

Real estate assets are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method, generally over estimated useful lives of 18-40 years for buildings and 10-20 years for parking lot surfacing and equipment. Major replacements where the betterment extends the useful life of the asset are capitalized and the replaced asset and corresponding accumulated depreciation are removed from the accounts. All other maintenance and repair items are charged to expense as incurred.

Property also includes costs incurred in the development of new operating properties. These properties are carried at cost, and no depreciation is recorded on these assets until rent commences or no later than one year from the completion of major construction. These costs include preacquisition costs directly identifiable with the specific project, development and construction costs, interest and real estate taxes. Indirect development costs, including salaries and benefits, travel and other related costs that are directly attributable to the development of the property, are also capitalized. The capitalization of such costs ceases at the earlier of one year from the completion of major construction or when the property, or any completed portion, becomes available for occupancy.

Property also includes costs for tenant improvements paid by us, including reimbursements to tenants for improvements that are owned by us and will remain our property after the lease expires.

Property identified for sale is reviewed to determine if it qualifies as held for sale based on the following criteria: management has approved and is committed to the disposal plan, the assets are available for immediate sale, an active plan is in place to locate a buyer, the sale is probable and expected to qualify as a completed sale within a year, the sales price is reasonable in relation to the current fair value, and it is unlikely that significant changes will be made to the sales plan or that the sales plan will be withdrawn. Upon qualification, these properties are segregated and classified as held for sale at the lower of cost or fair value less costs to sell and reclassified into discontinued operations.

Some of our properties are held in single purpose entities. A single purpose entity is a legal entity typically established at the request of a lender solely for the purpose of owning a property or group of properties subject to a mortgage. There may be restrictions limiting the entity’s ability to engage in an activity other than owning or operating the property, assuming or guaranteeing the debt of any other entity, or dissolving itself or declaring bankruptcy before the debt has been repaid. Most of our single purpose entities are 100% owned by us and are consolidated in our consolidated financial statements.

Real Estate Joint Ventures and Partnerships

To determine the method of accounting for partially owned real estate joint ventures and partnerships, management determines whether an entity is a VIE and, if so, determines which party is the primary beneficiary by analyzing whether we have both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the design of the entity structure, the nature of the entity’s operations, future cash flow projections, the entity’s financing and capital structure, and contractual relationships and terms. We consolidate a VIE when we have determined that we are the primary beneficiary.

Primary risks associated with our involvement with our VIEs include primarily the potential of funding the entities’ debt obligations or making additional contributions to fund the entities’ operations.

Management continually analyzes and assesses reconsideration events, including changes in the factors mentioned above, to determine if the consolidation treatment remains appropriate.

Notes Receivable from Real Estate Joint Ventures and Partnerships

Notes receivable from real estate joint ventures and partnerships in which we have an ownership interest, primarily represent mortgage construction notes. We consider applying a reserve to a note receivable when it becomes apparent that conditions exist that may lead to our inability to fully collect on outstanding amounts due. Such conditions include delinquent or late payments on notes, deterioration in the ongoing relationship with the borrower and other relevant factors. When such conditions leading to expected losses exist, we would estimate a reserve by reviewing the borrower’s ability to meet scheduled debt service, our partner’s ability to make contributions and the fair value of the collateral.

Deferred Charges

Debt financing costs are amortized primarily on a straight-line basis, which approximates the effective interest method, over the terms of the debt. Lease costs represent the initial direct costs incurred in origination, negotiation and processing of a lease agreement. Such costs include outside broker commissions and other independent third party costs, as well as salaries and benefits, travel and other internal costs directly related to completing a lease and are amortized over the life of the lease on a straight-line basis. Costs related to supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are charged to expense as incurred.

Accrued Rent and Accounts Receivable, net

Receivables include base rents, tenant reimbursements and receivables attributable to the straight-lining of rental commitments. An allowance for the uncollectible portion of accrued rents and accounts receivable is determined based upon an analysis of balances outstanding, historical bad debt levels, tenant creditworthiness and current economic trends. Additionally, estimates of the expected recovery of pre-petition and post-petition claims with respect to tenants in bankruptcy are considered in assessing the collectibility of the related receivables. Management’s estimate of the collectibility of accrued rents and accounts receivable is based on the best information available to management at the time of evaluation.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered cash equivalents. Cash and cash equivalents are primarily held at major financial institutions in the U.S. We had cash and cash equivalents in certain financial institutions in excess of federally insured levels. We have diversified our cash and cash equivalents amongst several banking institutions in an attempt to minimize exposure to any one of these entities. We believe we are not exposed to any significant credit risk and regularly monitor the financial stability of these financial institutions.

Restricted Deposits and Mortgage Escrows

Restricted deposits and mortgage escrows consist of escrow deposits held by lenders primarily for property taxes, insurance and replacement reserves and restricted cash that is held for a specific use or in a qualified escrow account for the purposes of completing like-kind exchange transactions.

Our restricted deposits and mortgage escrows consists of the following (in thousands):


	December 31,
	2011		2010

Restricted cash	$	3,169	$	1,785
Mortgage escrows		7,975		8,423


Total	$	11,144	$	10,208

Other Assets, net

Other assets include an asset related to the debt service guaranty (see Note 7 for further information), tax increment revenue bonds, investments held in grantor trusts, deferred tax assets, prepaid expenses, interest rate derivatives, the value of above-market leases and the related accumulated amortization and other miscellaneous receivables. Investments held in grantor trusts are adjusted to fair value at each period end with changes included in our Consolidated Statements of Operations and Comprehensive Income. Above-market leases are amortized as adjustments to rental revenues over terms of the acquired leases. Other miscellaneous receivables have a reserve applied to the carrying amount when it becomes apparent that conditions exist that may lead to our inability to fully collect on outstanding amounts due. Such conditions include delinquent or late payments on receivables, deterioration in the ongoing relationship with the borrower and other relevant factors. We would establish a reserve when expected loss conditions exist by reviewing the borrower’s ability to generate revenues to meet debt service requirements and the fair value of any collateral.

Derivatives and Hedging

We manage interest cost using a combination of fixed-rate and variable-rate debt. To manage our interest rate risk, we occasionally hedge the future cash flows of our debt transactions, as well as changes in the fair value of our debt instruments, principally through interest rate contracts with major financial institutions. Interest rate contracts that meet specific criteria are accounted for as either a cash flow or fair value hedge.

Cash Flow Hedges of Interest Rate Risk:

Our objective in using interest rate contracts is to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate contracts as part of our interest rate risk management strategy. Interest rate contracts designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount or capping floating rate interest payments.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.

Fair Value Hedges of Interest Rate Risk:

We are exposed to changes in the fair value of certain of our fixed-rate obligations due to changes in benchmark interest rates, such as LIBOR. We use interest rate contracts to manage our exposure to changes in fair value on these instruments attributable to changes in the benchmark interest rate. Interest rate contracts designated as fair value hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for us making variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. Changes in the fair value of interest rate contracts designated as fair value hedges, as well as changes in the fair value of the related debt being hedged, are recorded in earnings each reporting period.

Sales of Real Estate

Sales of real estate include the sale of tracts of land within a shopping center development, property adjacent to shopping centers, operating properties, newly developed properties, investments in real estate joint ventures and partnerships and partial sales to real estate joint ventures and partnerships in which we participate.

Profits on sales of real estate are not recognized until (a) a sale is consummated; (b) the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay; (c) the seller’s receivable is not subject to future subordination; and (d) we have transferred to the buyer the usual risks and rewards of ownership in the transaction, and we do not have a substantial continuing involvement with the property.

We recognize gains on the sale of real estate to joint ventures and partnerships in which we participate to the extent we receive cash from the joint venture or partnership, if it meets the sales criteria in accordance with GAAP and we do not have a commitment to support the operations of the real estate joint venture or partnership to an extent greater than our proportionate interest in the real estate joint venture or partnership.

Impairment

If such an event occurs, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future, with consideration of applicable holding periods, on an undiscounted basis to the carrying amount of such property. If we determine the carrying amount is not recoverable, our basis in the property is reduced to its estimated fair value to reflect impairment in the value of the asset. Fair values are determined by management utilizing cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker or appraisal estimates in accordance with our fair value measurements accounting policy.

We continuously review economic considerations at each reporting period, including the effects of tenant bankruptcies, the suspension of tenant expansion plans for new development projects, declines in real estate values, and any changes to plans related to our new development properties including land held for development, to identify properties where we believe market values may be deteriorating. Determining whether a property is impaired and, if impaired, the amount of write-down to fair value requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. If market conditions deteriorate or management’s plans for certain properties change, additional write-downs could be required in the future.

Our investment in partially owned real estate joint ventures and partnerships is reviewed for impairment each reporting period. The ultimate realization is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the estimated fair value of an investment below its carrying amount is other than temporary. There is no certainty that impairments will not occur in the future if market conditions decline or if management’s plans for these investments change.

Our investments in tax increment revenue bonds are reviewed for impairment, including the evaluation of changes in events or circumstances that may indicate that the carrying amount of the investment may not be recoverable. Realization is dependent on a number of factors, including investment performance, market conditions and payment structure. We will record an impairment charge if we determine that a decline in the value of the investment below its carrying amount is other than temporary, recovery of its cost basis is uncertain, and/or it is uncertain if the investment will be held to maturity. As of December 31, 2011, the reissued tax increment revenue bonds have been classified as held to maturity.

Interest Capitalization

Interest is capitalized on land under development and buildings under construction based on rates applicable to borrowings outstanding during the period and the weighted average balance of qualified assets under development/construction during the period.

Income Taxes

We have elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended. As a REIT, we generally will not be subject to corporate level federal income tax on taxable income we distribute to our shareholders. To be taxed as a REIT, we must meet a number of requirements including defined percentage tests concerning the amount of our assets and revenues that come from, or are attributable to, real estate operations. As long as we distribute at least 90% of the taxable income of the REIT (without regard to capital gains or the dividends paid deduction) to our shareholders as dividends, we will not be taxed on the portion of our income we distribute as dividends unless we have ineligible transactions.

The Tax Relief Extension Act of 1999 gave REITs the ability to conduct activities which a REIT was previously precluded from doing as long as such activities are performed in entities which have elected to be treated as taxable REIT subsidiaries under the IRS code. These activities include buying or developing properties with the express purpose of selling them. We conduct certain of these activities in taxable REIT subsidiaries that we have created. We calculate and record income taxes in our consolidated financial statements based on the activities in those entities. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between our carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. These are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance for deferred tax assets is established for those assets we do not consider the realization of such assets to be more likely than not.

Additionally, GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that our tax positions will be sustained in any tax examinations.

In addition, we are subject to the State of Texas business tax (“Texas Franchise Tax”), which is determined by applying a tax rate to a base that considers both revenues and expenses. Therefore, the Texas Franchise Tax is considered an income tax and is accounted for accordingly.

Share-Based Compensation

We sponsor share option and restricted share award plans. Currently, share options granted to non-officers vest ratably over a three-year period beginning after the grant date, and share options and restricted shares for officers vest ratably over a five-year period after the grant date. Restricted shares granted to trust managers and share options or awards granted to retirement eligible employees are expensed immediately. Restricted shares have the same rights of a shareholder, including the right to vote and receive dividends, except as otherwise provided by our Management Development and Executive Compensation Committee.

The grant price for our plans is calculated as an average of the high and low of the quoted fair value of our common shares on the date of grant. These options generally expire upon the earlier of termination of employment or 10 years from the date of grant, and restricted shares for officers and trust managers are granted at no purchase price. Our policy is to recognize compensation expense for equity awards ratably over the vesting period, except for retirement eligible amounts.

The fair value of share options and restricted shares is estimated on the date of grant using the Black-Scholes option pricing method based on certain expected weighted average assumptions; including the dividend yield, the expected volatility, the expected life and the risk free interest rate. The dividend yield is an average of the historical yields at each record date over the estimated expected life. We estimate volatility using our historical volatility data for a period of 10 years, and the expected life is based on historical data from an option valuation model of employee exercises and terminations. The risk-free rate is based on the U.S. Treasury yield curve.

Retirement Benefit Plans

We sponsor a noncontributory cash balance retirement plan (“Retirement Plan”) under which an account is maintained for each participant. Annual additions to each participant’s account include a service credit ranging from 3-5% of compensation, depending on years of service, and an interest credit of 4.5% effective January 1, 2011. The interest credit for prior years was based on the 10 year U.S. Treasury Bill rate not to be less than 2.05%. Vesting generally occurs after three years of service. In addition to the plan described above, we have established two separate and independent nonqualified supplemental retirement plans (“SRP”) for certain employees. These unfunded plans provide benefits in excess of the statutory limits of our noncontributory cash balance retirement plan. Annual additions to each participant’s account include an actuarially-determined service credit and an interest credit of 7.5%. Vesting generally occurs between five and 10 years of service. We have elected to use the actuarial present value of the vested benefits to which the participant is entitled if the participant separates immediately from the SRP, as permitted by GAAP.

Investments of Plan Assets:

Our investment policy for our plan assets has been to determine the objectives for structuring a retirement savings program suitable to the long-term needs and risk tolerances of participants, to select appropriate investments to be offered by the plan and to establish procedures for monitoring and evaluating the performance of the investments of the plan. Our overall plan objectives for selecting and monitoring investment options are to promote and optimize retirement wealth accumulation; to provide a full range of asset classes and investment options that are intended to help diversify the portfolio to maximize return within reasonable and prudent levels of risk; to control costs of administering the plan; and to manage the investments held by the plan.

The selection of investment options is determined using criteria based on the following characteristics: fund history, relative performance, investment style, portfolio structure, manager tenure, minimum assets, expenses and operation considerations. Investment options selected for use in the plan are reviewed at least on a semi-annual basis to evaluate material changes from the selection criteria. Asset allocation is used to determine how the investment portfolio should be split between stocks, bonds and cash. The asset allocation decision is influenced by investment time horizon; risk tolerance; and investment return objectives. The primary factor in establishing asset allocation is demographics of the plan, including attained age and future service. A broad market diversification model is used in considering all these factors and the percentage allocation to each investment category may also vary depending upon market conditions. Rebalancing of the allocation of plan assets occurs semi-annually.

Deferred Compensation Plan

We have a deferred compensation plan for eligible employees allowing them to defer portions of their current cash salary or share-based compensation. Deferred amounts are deposited in a grantor trust, which are included in other net assets, and are reported as compensation expense in the year service is rendered. Cash deferrals are invested based on the employee’s investment selections from a mix of assets selected using a broad market diversification model. Deferred share-based compensation cannot be diversified, and distributions from this plan are made in the same form as the original deferral.

Fair Value Measurements

Certain financial instruments, estimates and transactions are required to be calculated, reported and/or recorded at fair value. The estimated fair values of such financial items, including debt instruments, impairments, acquisitions, investment securities and derivatives, have been determined using a market-based measurement. This measurement is determined based on the assumptions that management believes market participants would use in pricing an asset or liability; including, market capitalization rates, discount rates, current operating income, local economics and other factors. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The fair value of such financial instruments estimates and transactions was determined using available market information and appropriate valuation methodologies as prescribed by GAAP.

Accumulated Other Comprehensive Loss

Our accumulated other comprehensive loss consists of the following (in thousands):


	December 31,
	2011		2010

Derivatives	$	10,016	$	11,713
Retirement liability		17,727		10,061


Total	$	27,743	$	21,774

Reclassifications

The reclassification of prior years’ operating results for certain properties classified as discontinued operations was made to the current year presentation. Also, in our Consolidated Statements of Cash Flows, prior years’ distribution to noncontrolling interests and contributions from noncontrolling interests was reclassified from other, net to conform to the current year presentation. These reclassifications had no impact on previously reported net income, earnings per share, the consolidated balance sheet or cash flows. See Note 15 for additional information.

Note 2. Newly Issued Accounting Pronouncements

In July 2010, the FASB issued Accounting Standards Update No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses,” which provides for additional disclosures about the credit quality of an entity’s financing receivables, including loans and trade accounts receivable with contractual maturities exceeding one year and any related allowance for losses. The provisions of this update were effective for us at December 31, 2010, with the exception of disclosures related to activity occurring during a reporting period, which was effective for us in the first quarter of 2011. The adoption did not materially impact our consolidated financial statements.

In April 2011, the FASB issued Accounting Standards Update No. 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring,” which amends previous guidance by further defining that a restructure is classified as a troubled debt restructuring when certain criteria are met. The provisions of this update were applied and effective for us at July 1, 2011. The adoption of this update did not materially impact our consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05 (“ASU 2011-05”), “Presentation of Comprehensive Income,” which amends previous guidance by requiring all nonowner changes in shareholders’ equity to be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, an entity will be required to present on the face of the financial statements, reclassification adjustments for items reclassified from other comprehensive income to net income. In December 2011, the FASB issued Accounting Standards Update No. 2011-12, “Deferral of Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,” which primarily defers the provision of ASU 2011-05 requiring the presentation on the face of the financial statements other comprehensive income reclassification adjustments. All other provisions of ASU 2011-05 are effective for us at January 1, 2012. The early adoption of this update as of December 31, 2011 did not impact our consolidated financial statements.

Note 3. Property

Our property consisted of the following (in thousands):


	December 31,
	2011		2010

Land		$ 918,627		$ 925,497
Land held for development		124,528		170,213
Land under development		20,281		22,967
Buildings and improvements		3,557,173		3,610,889
Construction in-progress		67,917		48,228


Total		$ 4,688,526		$ 4,777,794

The following carrying charges were capitalized (in thousands):


	Year Ended December 31,
	2011		2010		2009

Interest	$	2,329	$	3,405	$	8,716
Real estate taxes		399		344		1,428


Total	$	2,728	$	3,749	$	10,144

During the year ended December 31, 2011, we invested $42.9 million in the acquisition of two operating properties and $30.9 million in new development projects.

During the year ended December 31, 2011, we sold eight retail properties, three industrial properties, a retail building and 11 undeveloped land parcels with aggregate gross sales proceeds from these dispositions totaling $117.2 million. Also, seven properties totaling $94.8 million before accumulated depreciation have been classified as held for sale as of December 31, 2011.

Note 4. Investment in Real Estate Joint Ventures and Partnerships

We own interests in real estate joint ventures or limited partnerships and have tenancy-in-common interests in which we exercise significant influence, but do not have financial and operating control. We account for these investments using the equity method, and our interests range from 7.8% to 75% for the periods presented. Combined condensed financial information of these ventures (at 100%) is summarized as follows (in thousands):


	December 31,
	2011		2010

Combined Condensed Balance Sheets

Property		$ 2,108,745		$ 2,142,524
Accumulated depreciation		(296,496)		(247,996)

Property, net		1,812,249		1,894,528

Other assets, net		173,130		168,091

Total		$ 1,985,379		$ 2,062,619


Debt, net (primarily mortgages payable)		$ 556,920		$ 552,552
Amounts payable to Weingarten Realty Investors and affiliates		170,007		202,092
Other liabilities, net		41,907		45,331

Total		768,834		799,975


Accumulated equity		1,216,545		1,262,644


Total		$ 1,985,379		$ 2,062,619


	Year Ended December 31,
	2011		2010		2009

Combined Condensed Statements of Operations

Revenues, net	$	205,596	$	193,649	$	174,595


Expenses:
Depreciation and amortization		67,459		61,726		56,018
Interest, net		37,612		36,270		31,017
Operating		36,253		34,026		33,385
Real estate taxes, net		24,333		24,288		21,213
General and administrative		2,969		3,927		5,187
Provision for income taxes		343		237		170
Impairment loss		28,776		231		6,923


Total		197,745		160,705		153,913

(Loss) gain on sale of property		(21)		369		11

Net income	$	7,830	$	33,313	$	20,693

Our investment in real estate joint ventures and partnerships, as reported in our Consolidated Balance Sheets, differs from our proportionate share of the entities’ underlying net assets due to basis differences, which arose upon the transfer of assets to the joint ventures. The net basis differences, which totaled $7.5 million and $8.8 million at December 31, 2011 and 2010, respectively, are generally amortized over the useful lives of the related assets.

Our real estate joint ventures and partnerships determined that the carrying amount of certain properties was not recoverable and that the properties should be written down to fair value. For the year ended December 31, 2011, 2010 and 2009, our unconsolidated real estate joint ventures and partnerships recorded an impairment charge of $28.8 million, $.2 million and $6.9 million, respectively, associated primarily with shorter holding periods of finite life joint ventures where the joint ventures’ ability to recover the carrying cost of the property may be limited by the term of the venture life.

Fees earned by us for the management of these real estate joint ventures and partnerships totaled $6.0 million in 2011, $5.8 million in 2010 and $5.7 million in 2009.

During 2011, an unconsolidated real estate joint venture sold two industrial buildings with gross sales proceeds aggregating $7.6 million.

In April 2011, we acquired a 50%-owned unconsolidated real estate joint venture interest in three retail properties for approximately $11.6 million. We also acquired our partner’s 50% unconsolidated joint venture interest in a Florida development property that we had previously accounted for under the equity method. This transaction resulted in the consolidation of the property in our consolidated financial statements.

Effective April 1, 2010, we assumed control of two 50%-owned unconsolidated real estate joint ventures related to a development project in Sheridan, Colorado that we had previously accounted for under the equity method. This transaction resulted in the consolidation of the joint ventures in our consolidated financial statements.

During 2010, activity in our unconsolidated real estate joint ventures consisted of the sale of two retail buildings and two land parcels. In addition, we sold an unconsolidated real estate joint venture interest. Total aggregate gross sales proceeds for these transactions totaled $8.3 million.

Also, in the fourth quarter of 2010, we acquired interests in two unconsolidated real estate joint ventures for approximately $35.8 million.

Note 5. Notes Receivable from Real Estate Joint Ventures and Partnerships

We have ownership interests in a number of real estate joint ventures and partnerships. Notes receivable from these entities bear interest ranging from approximately 2.8% to 10.0% at December 31, 2011 and 2.0% to 12.0% at December 31, 2010. These notes are due at various dates through 2014 and are generally secured by underlying real estate assets. We believe these notes are fully collectible, and no allowance has been recorded. Interest income recognized on these notes was $3.4 million, $4.3 million and $4.8 million for the year ended December 31, 2011, 2010 and 2009, respectively.

In April 2011, we acquired our partner’s 50% unconsolidated joint venture interest in a Florida development property, which includes the settlement of $21.9 million of our notes receivable from real estate joint ventures and partnerships.

In February 2012, we received $59.1 million in settlement of our notes receivable from real estate joint ventures and partnerships, which were outstanding as of December 31, 2011, in conjunction with an assignment of our interest in an unconsolidated real estate joint venture. See Note 20 for additional information.

Note 6. Identified Intangible Assets and Liabilities

Identified intangible assets and liabilities associated with our property acquisitions are as follows (in thousands):


	December 31,
	2011		2010

Identified Intangible Assets:
Above-Market Leases (included in Other Assets, net)	$	17,342	$	16,825
Above-Market Leases – Accumulated Amortization		(11,587)		(10,507)
Below-Market Assumed Mortgages (included in Debt, net)		5,722		5,722
Below-Market Assumed Mortgages – Accumulated Amortization		(1,762)		(1,157)
Valuation of In Place Leases (included in Unamortized Debt and Lease Cost, net)		74,361		71,272
Valuation of In Place Leases – Accumulated Amortization		(38,842)		(35,984)


	$	45,234	$	46,171


Identified Intangible Liabilities:
Below-Market Leases (included in Other Liabilities, net)	$	39,399	$	37,668
Below-Market Leases – Accumulated Amortization		(26,013)		(23,585)
Above-Market Assumed Mortgages (included in Debt, net)		45,670		48,149
Above-Market Assumed Mortgages – Accumulated Amortization		(31,597)		(31,288)


	$	27,459	$	30,944

These identified intangible assets and liabilities are amortized over the applicable lease terms or the remaining lives of the assumed mortgages, as applicable.

The net amortization of above-market and below-market leases increased rental revenues by $1.5 million, $1.7 million and $2.5 million in 2011, 2010 and 2009, respectively. The estimated net amortization of these intangible assets and liabilities will increase rental revenues for each of the next five years as follows (in thousands):


2012	$	832
2013		951
2014		629
2015		596
2016		581

The amortization of the in place lease intangible assets recorded in depreciation and amortization, was $6.2 million, $5.9 million and $8.2 million in 2011, 2010 and 2009, respectively. The estimated amortization of this intangible asset will increase depreciation and amortization for each of the next five years as follows (in thousands):


2012	$	5,313
2013		4,482
2014		3,982
2015		3,440
2016		3,049

The amortization of above-market and below-market assumed mortgages decreased net interest expense by $2.2 million, $3.1 million and $4.4 million in 2011, 2010 and 2009, respectively. The estimated amortization of these intangible assets and liabilities will decrease net interest expense for each of the next five years as follows (in thousands):


2012	$	689
2013		465
2014		500
2015		513
2016		626

Note 7. Debt

Our debt consists of the following (in thousands):


	December 31,
	2011		2010

Debt payable to 2038 at 1.5% to 8.8%	$	2,268,668	$	2,389,532
Debt service guaranty liability		74,075		97,000
Unsecured notes payable under revolving credit facilities		166,500		80,000
Obligations under capital leases		21,000		21,000
Industrial revenue bonds payable to 2015 at 2.4%		1,594		1,916


Total	$	2,531,837	$	2,589,448

The grouping of total debt between fixed and variable-rate as well as between secured and unsecured is summarized below (in thousands):


	December 31,
	2011		2010

As to interest rate (including the effects of interest rate contracts):
Fixed-rate debt	$	2,014,834	$	2,349,802
Variable-rate debt		517,003		239,646


Total	$	2,531,837	$	2,589,448

As to collateralization:
Unsecured debt	$	1,510,932	$	1,450,148
Secured debt		1,020,905		1,139,300


Total	$	2,531,837	$	2,589,448

Effective September 30, 2011, we entered into an amended and restated $500 million unsecured revolving credit facility. The facility expires in September 2015, provides for a one-year extension upon our request and borrowing rates that float at a margin over LIBOR plus a facility fee. The borrowing margin and facility fee are priced off a grid that is tied to our senior unsecured credit ratings, which are currently 125.0 and 25.0 basis points, respectively. The facility also contains a competitive bid feature that will allow us to request bids for up to $250 million. Additionally, an accordion feature allows us to increase the facility amount up to $700 million.

Effective February 11, 2010, we entered into an amended and restated $500 million unsecured revolving credit facility, which was amended and replaced on September 30, 2011 as described above. The facility provided borrowing rates that floated at a margin over LIBOR plus a facility fee. The borrowing margin and facility fee were priced off a grid that was tied to our senior unsecured credit ratings, which were 275.0 and 50.0 basis points, respectively.

Effective May 2010, we entered into an agreement with a bank for an unsecured and uncommitted overnight facility totaling $99 million that we intend to maintain for cash management purposes. The facility provides for fixed interest rate loans at a 30 day LIBOR rate plus a borrowing margin based on market liquidity.

The following table discloses certain information regarding our unsecured notes payable under our revolving credit facilities (in thousands, except percentages):


	December 31,
	2011		2010

Unsecured revolving credit facility:
Balance outstanding	$	145,000	$	-
Available balance	$	351,571	$	447,599
Letter of credit outstanding under facility	$	3,429	$	52,401
Variable interest rate		1.3%		-
Unsecured and uncommitted overnight facility:
Balance outstanding	$	21,500	$	80,000
Variable interest rate		1.5%		1.8%
Both facilities:
Maximum balance outstanding during the year	$	330,700	$	80,000
Weighted average balance	$	151,814	$	12,151
Weighted average interest rate		1.5%		1.8%

Related to a development project in Sheridan, Colorado, we have provided a guaranty for the payment of any debt service shortfalls until a coverage rate of 1.4 is met on tax increment revenue bonds issued in connection with the project. The bonds are to be repaid with incremental sales and property taxes and a PIF to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The incremental taxes and PIF are to remain intact until the earlier of the date the bond liability has been paid in full or 2040, as extended by the Agency in April 2011. Therefore, a debt service guaranty liability equal to the fair value of the amounts funded under the bonds was recorded. At December 31, 2011 and 2010, respectively, we had $74.1 million and $97.0 million outstanding for the debt service guaranty liability.

At December 31, 2011 and 2010, respectively, we had $54.1 million and $129.9 million of 3.95% convertible senior unsecured notes outstanding due 2026. Interest is payable semi-annually in arrears on February 1 and August 1 of each year. The notes are redeemable for cash, at our option, for the principal amount plus accrued and unpaid interest. Holders of the notes have the right to require us to repurchase their notes for cash equal to the principal of the notes plus accrued and unpaid interest in August 2016 and 2021 or in the event of a change in control.

The notes are convertible under certain circumstances for our common shares at an initial conversion rate of 20.3770 common shares per $1,000 of principal amount of the notes (an initial conversion price of $49.075). Upon the conversion of the notes, we will deliver cash for the principal return, as defined, and cash or common shares, at our option, for the excess of the conversion value, as defined, over the principal return.

These notes were recorded at a discount of $1.3 million as of December 31, 2010, which was amortized through July 2011, resulting in an effective interest rate as of December 31, 2011 and 2010 of 5.34% and 5.75%, respectively. The carrying value of the equity component as of both December 31, 2011 and 2010 was $23.4 million.

Net interest expense on our 3.95% convertible senior unsecured notes is as follows (in thousands):


	Year Ended December 31,
	2011		2010		2009

Interest expense	$	4,218	$	5,782	$	14,508
Amortization of discount		1,334		2,191		4,969

Net interest expense	$	5,552	$	7,973	$	19,477

On August 29, 2011, we entered into a $200 million unsecured term loan of which the proceeds were used to pay down amounts outstanding under our revolving credit facility. The initial term of the loan is one year and can be repaid at par after nine months at our option. Borrowing rates under the agreement float at a margin over LIBOR and are priced off a grid that is tied to our senior unsecured credit ratings, which is currently 125.0 basis points.

During 2011, $77.2 million of the 3.95% convertible senior unsecured notes were redeemed for cash in accordance with the provisions described above, and we paid our fixed-rate 7% unsecured notes in the amount of $117.7 million at maturity.

Various leases and properties, and current and future rentals from those lease and properties, collateralize certain debt. At December 31, 2011 and 2010, the carrying value of such property aggregated $1.7 billion and $1.8 billion, respectively.

Scheduled principal payments on our debt (excluding $166.5 million due under our revolving credit facilities, $21.0 million of certain capital leases, $10.8 million fair value of interest rate contracts, $2.3 million net premium/(discount) on debt, $10.1 million of non-cash debt-related items, and $74.1 million debt service guaranty liability) are due during the following years (in thousands):


2012	$	495,226
2013		315,211
2014		473,968
2015		245,627
2016		231,661
2017		142,096
2018		64,441
2019		153,724
2020		3,746
2021		2,763
Thereafter (1)		118,575

Total	$	2,247,038

(1)

Includes $54.1 million of our 3.95% convertible senior unsecured notes outstanding due 2026, which may be called by us at any time and have future put options in 2016 and 2021.

Our various debt agreements contain restrictive covenants, including minimum interest and fixed charge coverage ratios, minimum unencumbered interest coverage ratios, minimum net worth requirements and maximum total debt levels. We believe we were in compliance with our public debt and revolving credit facility covenants as of December 31, 2011.

Note 8. Derivatives and Hedging

The fair value of all our interest rate contracts was reported as follows (in thousands):

Assets

Liabilities

Balance Sheet
Location

Amount

Balance Sheet
Location

Amount

Designated Hedges:

December 31, 2011

Other Assets, net

10,816

Other Liabilities, net

674

December 31, 2010

Other Assets, net

7,192

Other Liabilities, net

108

Cash Flow Hedges:

As of December 31, 2011 and 2010, respectively, we had three and two active interest rate contracts designated as cash flow hedges with an aggregate notional amount of $27.1 million and $11.8 million, respectively. These contracts have maturities through September 2017 and either fix or cap interest rates ranging from 2.3% to 5.0%. We have determined that these contracts are highly effective in offsetting future variable interest cash flows.

As of December 31, 2011 and 2010, the balance in accumulated other comprehensive loss relating to cash flow interest rate contracts was $10.0 million and $11.7 million, respectively, and will be reclassified to net interest expense as interest payments are made on our fixed-rate debt. Within the next 12 months, approximately $2.8 million of the balance in accumulated other comprehensive loss is expected to be amortized to net interest expense related to settled interest rate contracts.

Summary of cash flow interest rate contract hedging activity is as follows (in thousands):


Derivatives Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)			Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

Year Ended December 31, 2011	$	866		Interest expense, net	$	(2,551	)	Interest expense, net	$	(12	)

Year Ended December 31, 2010	$	(96	)	Interest expense, net	$	(2,566	)	Interest expense, net	$	(27	)

Year Ended December 31, 2009	$	-		Interest expense, net	$	(2,481	)	Interest expense, net	$	-

Fair Value Hedges:

As of December 31, 2011 and 2010, we had four interest rate contracts, maturing through October 2017, with an aggregate notional amount of $119.3 million and $120.4 million, respectively, that were designated as fair value hedges and convert fixed interest payments at rates from 4.2% to 7.5% to variable interest payments ranging from .5% to 4.4%. We have determined that our fair value hedges are highly effective in limiting our risk of changes in the fair value of fixed-rate notes attributable to changes in interest rates.

A summary of the changes in fair value of our interest rate contracts is as follows (in thousands):


	Gain (Loss) on Contracts			Gain (Loss) on Borrowings			Gain (Loss) Recognized in Income

Year Ended December 31, 2011:
Interest expense, net	$	3,676		$	(3,676	)	$	-

Year Ended December 31, 2010:
Interest expense, net	$	17,511		$	(16,547	)	$	964

Year Ended December 31, 2009:
Interest expense, net	$	(6,659	)	$	6,659		$	-

A summary of our fair value interest rate contract hedges impact on net income is as follows (in thousands):


Derivatives Hedging Relationships	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income on Derivative			Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

Year Ended December 31, 2011	Interest expense, net	$	7,748			$	-

Year Ended December 31, 2010	Interest expense, net	$	24,483		Interest expense, net	$	964

Year Ended December 31, 2009	Interest expense, net	$	(4,528	)		$	-

Note 9. Preferred Shares of Beneficial Interest

We issued $150 million and $200 million of depositary shares on June 6, 2008 and January 30, 2007, respectively. Each depositary share represents one-hundredth of a Series F Cumulative Redeemable Preferred Share. The depositary shares are redeemable at our option, in whole or in part, for cash at a redemption price of $25 per depositary share, plus any accrued and unpaid dividends thereon. The depositary shares are not convertible or exchangeable for any of our other property or securities. The Series F Preferred Shares pay a 6.5% annual dividend and have a liquidation value of $2,500 per share. The Series F Preferred Shares issued in June 2008 were issued at a discount, resulting in an effective rate of 8.25%.

In July 2004, we issued $72.5 million of depositary shares with each share representing one-hundredth of a Series E Cumulative Redeemable Preferred Share. The depositary shares are redeemable at our option, in whole or in part, for cash at a redemption price of $25 per depositary share, plus any accrued and unpaid dividends thereon. The depositary shares are not convertible or exchangeable for any of our other property or securities. The Series E Preferred Shares pay a 6.95% annual dividend and have a liquidation value of $2,500 per share.

In April 2003, we issued $75 million of depositary shares with each share representing one-thirtieth of a Series D Cumulative Redeemable Preferred Share. The depositary shares are redeemable at our option, in whole or in part, for cash at a redemption price of $25 per depositary share, plus any accrued and unpaid dividends thereon. The depositary shares are not convertible or exchangeable for any of our property or securities. The Series D Preferred Shares pay a 6.75% annual dividend and have a liquidation value of $750 per share.

Currently, we do not anticipate redeeming the Series F, Series E or Series D Preferred Shares due to current market conditions; however, no assurance can be given that we will not redeem these shares if conditions change.

Note 10. Common Shares of Beneficial Interest

The dividend rate per share for our common shares for each quarter of 2011 and 2010 was $.275 and $.260, respectively. Subsequent to December 31, 2011, our Board of Trust Managers approved an increase to our quarterly dividend rate to $.290 per share.

In May 2010, our shareholders approved an amendment to our declaration of trust increasing the number of our authorized common shares, $.03 par value per share, from 150.0 million to 275.0 million.

Note 11. Noncontrolling Interests

The following table summarizes the effect of changes in our ownership interest in subsidiaries on the equity attributable to us as follows (in thousands):


	Year Ended December 31,
	2011		2010		2009

Net income adjusted for noncontrolling interests	$	15,621	$	46,206	$	171,102
Transfers from the noncontrolling interests:
Increase in equity for operating partnership units		-		746		14,251
Net increase (decrease) in equity for the acquisition of noncontrolling interests		1,668		(879)		-

Change from net income adjusted for noncontrolling interests and transfers from the noncontrolling interests	$	17,289	$	46,073	$	185,353

Note 12. Leasing Operations

The terms of our leases range from less than one year for smaller tenant spaces to over 25 years for larger tenant spaces. In addition to minimum lease payments, most of the leases provide for contingent rentals (payments for real estate taxes, maintenance and insurance by lessees and an amount based on a percentage of the tenants’ sales).

Schedule of future minimum rental income from non-cancelable tenant leases, which does not include estimated contingent rentals, at December 31, 2011 are as follows (in thousands):


2012	$	412,005
2013		354,930
2014		289,604
2015		228,718
2016		169,649
Thereafter		563,984

Total	$	2,018,890

Contingent rentals for the year ended December 31, are as follows (in thousands):


2011	$	112,414
2010		115,488
2009		119,485

Note 13. Impairment

The following impairment charges were recorded on the following assets based on the difference between the carrying amount of the assets and the estimated fair value (see Note 24 for additional fair value information) (in thousands):


	Year Ended December 31,
	2011		2010		2009
Continuing operations:
Land held for development and undeveloped land (1)	$	23,646	$	2,827	$	32,774
Property marketed for sale or sold (2)		14,599		2,350		2,209
Investments in real estate joint ventures and partnerships (3)		1,752		15,825		-
Tax increment revenue bonds and notes (4)		18,737		12,315		-

Total reported in continuing operations		58,734		33,317		34,983

Discontinued operations:
Property held for sale or sold		17,140		-		3,853


Total impairment charges		75,874		33,317		38,836

Other financial statement captions impacted by impairment:
Equity in loss of real estate joint ventures and partnerships, net		7,022		115		6,747
Net loss attributable to noncontrolling interests		(4,459)		-		(1,501)


Net impact of impairment charges	$	78,437	$	33,432	$	44,082

(1)

These impairments were prompted by changes in management’s plans for these properties, recent comparable market transactions and/or a change in market conditions.

(2)

These charges resulted from changes in management’s plans for these properties, primarily the marketing of these properties for sale. Also included in this caption are impairments associated with dispositions that did not qualify to be reported in discontinued operations.

(3)

Amounts reported in 2011 relate to current market conditions. The amount reported in 2010 represents an impairment loss recognized in connection with the revaluation of our 50% equity interest in a development project in Sheridan, Colorado, as a result of our assumption of control of the project as of April 1, 2010. See Note 23 for additional information.

(4)

During 2011, the tax increment revenue bonds were remarketed by the Agency. All of the outstanding bonds were recalled, and new bonds were issued. We recorded an $18.7 million net credit loss on the exchange of bonds associated with our investment in the subordinated tax increment revenue bonds. In 2010, we wrote down the value of our subordinated tax increment revenue bonds and notes due to change in holding status of the bonds.

Note 14. Federal Income Tax Considerations

We qualify as a REIT under the provisions of the Internal Revenue Code, and therefore, no tax is imposed on our taxable income distributed to shareholders. To maintain our REIT status, we must distribute at least 90% of our ordinary taxable income to our shareholders and meet certain income source and investment restriction requirements. Our shareholders must report their share of income distributed in the form of dividends.

Taxable income differs from net income for financial reporting purposes principally because of differences in the timing of recognition of depreciation, rental revenue, interest expense, compensation expense, impairment losses and gain from sales of property. As a result of these differences, the tax basis of our net fixed assets exceeds the book value by $37 million at December 31, 2011, and our book value of our net fixed assets exceeds the tax basis by $38 million at December 31, 2010.

The following table reconciles net income adjusted for noncontrolling interests to REIT taxable income (in thousands):

		$(33,185)		$(33,185)		$(33,185)
	Year Ended December 31,
	2011		2010		2009
Net income adjusted for noncontrolling interests	$	15,621	$	46,206	$	171,102
Net loss of taxable REIT subsidiaries included above		32,043		22,450		8,966

Net income from REIT operations		47,664		68,656		180,068
Book depreciation and amortization including discontinued operations		157,290		151,108		151,888
Tax depreciation and amortization		(100,633)		(95,848)		(133,537)
Book/tax difference on gains/losses from capital transactions		(13,398)		1,233		(6,137)
Deferred/prepaid/above and below market rents, net		(13,088)		(5,076)		(12,489)
Impairment loss from REIT operations including discontinued operations		58,353		28,376		21,862
Other book/tax differences, net		(3,652)		(22,785)		28,097

REIT taxable income		132,536		125,664		229,752
Dividends paid deduction		(165,721)		(125,664)		(229,752)

Dividends paid in excess of taxable income	$	(33,185)	$	-	$	-

The dividends paid deduction in 2010 and 2009 includes designated dividends of $3.8 million from 2011 and $61.2 million from 2010, respectively.

For federal income tax purposes, the cash dividends distributed to common shareholders are characterized as follows:

		100.0		100.0		100.0
	Year Ended December 31,
	2011		2010		2009
Ordinary income		100.0%		79.1%		68.1%
Capital gain distributions		0.0%		20.9%		31.9%

Total		100.0%		100.0%		100.0%

Our deferred tax assets and liabilities, including a valuation allowance, consisted of the following (in thousands):

		$11,885		$11,885
	December 31,
	2011		2010

Deferred tax assets:
Impairment loss (1)	$	20,450	$	13,584
Allowance on other assets		1,528		1,423
Interest expense		8,318		7,256
Net operating loss carryforward		4,870		4,684
Book-tax basis differential		1,132		524
Other		182		148

Total deferred tax assets		36,480		27,619
Valuation allowance (2)		(24,595)		(15,818)

Total deferred tax assets, net of allowance	$	11,885	$	11,801

Deferred tax liabilities:
Straight-line rentals	$	1,612	$	1,290
Book-tax basis differential		3,553		4,708
Other		1		-

Total deferred tax liabilities	$	5,166	$	5,998

(1)

Impairment losses will not be recognized until the related properties are sold and realization is dependent upon generating sufficient taxable income in the year the property is sold.

(2)

Management believes it is more likely than not that a portion of the deferred tax assets, which primarily consists of impairment losses, will not be realized and established a valuation allowance. However, the amount of the deferred tax asset considered realizable could be reduced if estimates of future taxable income are reduced.

We are subject to federal, state and local income taxes and have recorded an income tax (benefit) provision as follows (in thousands):


	Year Ended December 31,
	2011		2010		2009

Federal income tax of taxable REIT subsidiaries (1)	$	(916)	$	(1,181)	$	4,453
Texas franchise tax (2)		1,373		1,422		1,960


Total	$	457	$	241	$	6,413

(1)

All periods presented are open for examination by the IRS.

(2)

For all periods presented, amounts include the effects that are reported in discontinued operations. See Note 15 for additional information.

Also, a current tax obligation of $1.5 million and $1.6 million has been recorded at December 31, 2011 and 2010, respectively, in association with these taxes.

Note 15. Discontinued Operations

During 2011, we sold three industrial properties, of which two are located in Georgia and one in Texas, and eight shopping centers, of which five are located in Texas and one each in Florida, Kansas and North Carolina. We classified seven shopping centers with a net book value of $73.2 million as held for sale as of December 31, 2011, of which three are located in Texas and one each in Arizona, Florida, Illinois and North Carolina. During 2010, we sold a shopping center located in Texas. Included in the Consolidated Balance Sheet at December 31, 2010 were $169.5 million of property and $33.8 million of accumulated depreciation related to properties sold during 2011 and held for sale as of December 31, 2011.

The operating results of these properties have been reclassified and reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income as follows (in thousands):

		$5,842		$5,842		$5,842
	Year Ended December 31,
	2011		2010		2009

Revenues, net	$	18,879	$	19,614	$	36,795


Depreciation and amortization		(4,308)		(5,214)		(9,340)
Operating expenses		(3,351)		(3,617)		(6,978)
Real estate taxes, net		(2,962)		(3,386)		(5,154)
Impairment loss		(17,140)		-		(3,853)
General and administrative		(9)		(7)		(9)
Interest, net		21		(642)		(1,624)
Interest and other income, net		-		-		3
Gain on acquisition (see Note 23)		4,559		-		-
Provision for income taxes		(62)		(61)		(144)


Operating (loss) income from discontinued operations		(4,373)		6,687		9,696

Gain on sale of property from discontinued operations		10,215		1,093		55,765

Income from discontinued operations	$	5,842	$	7,780	$	65,461

We do not allocate other consolidated interest to discontinued operations because the interest savings to be realized from the proceeds of the sale of these operations is not material.

Note 16. Cash Flow Information

Non-cash investing and financing activities are summarized as follows (in thousands):

		$14,251			$14,251			$14,251
	Year Ended December 31,
	2011			2010			2009
Exchange of interests in real estate joint ventures and partnerships for common shares	$	-		$	746		$	14,251
Accrued property construction costs		7,535			6,878			10,677
Increase (decrease) in equity for the acquisition of noncontrolling interests in consolidated real estate joint ventures		1,668			(879	)		-
Reduction of debt service guaranty liability (see Note 7)		(22,925	)		-			-
Reduction of real estate joint ventures and partnerships - investments and contingent liability associated with a lawsuit (see Note 21)		-			-			(41,000	)
Consolidation of joint ventures (see Note 23):
Increase in other assets		-			148,255			-
Decrease in notes receivable from real estate joint ventures and partnerships		(21,872	)		(123,912	)		-
Increase in debt, net		-			101,741			-
Increase in property, net		32,307			32,940			-
Decrease in real estate joint ventures and partnerships - investments		(10,092	)		-			-
Decrease in other liabilities, net		-			(21,858	)		-
Decrease in noncontrolling interests		-			(18,573	)		-
Property acquisitions and investments in unconsolidated real estate joint ventures:
Increase in debt, net		-			27,302			-
Increase in property, net		4,749			18,376			-
Increase in real estate joint ventures and partnerships - investments		490			-			-
Increase in restricted deposits and mortgage escrows		-			498			-
Increase in other, net		87			302			-
Increase in noncontrolling interests		9,949			-			-
Sale of property and property interest:
Decrease in debt, net due to debt assumption		-			(28,129	)		(9,056	)
Decrease in property, net		-			(37,969	)		(28,195	)
Increase in real estate joint ventures and partnerships - investments		-			9,840			19,139

Note 17. Earnings Per Share

Earnings per common share – basic is computed using net (loss) income attributable to common shareholders and the weighted average number of shares outstanding. Earnings per common share – diluted include the effect of potentially dilutive securities. (Loss) income from continuing operations attributable to common shareholders includes gain on sale of property in accordance with SEC guidelines. Earnings per common share – basic and diluted components for the periods indicated are as follows (in thousands):

		$(25,697)		$(25,697)		$(25,697)
	Year Ended December 31,
	2011		2010		2009

Numerator:
Continuing Operations:
Income from continuing operations	$	9,160	$	41,453	$	84,549
Gain on sale of property		1,737		2,005		25,266
Net income attributable to noncontrolling interests		(1,118)		(5,032)		(4,174)
Preferred share dividends		(35,476)		(35,476)		(35,476)

(Loss) income from continuing operations attributable to common shareholders – basic and diluted	$	(25,697)	$	2,950	$	70,165

Discontinued Operations:
Income from discontinued operations attributable to common shareholders – basic and diluted	$	5,842	$	7,780	$	65,461


Denominator:
Weighted average shares outstanding – basic		120,331		119,935		109,546
Effect of dilutive securities:
Share options and awards		-		845		632

Weighted average shares outstanding – diluted		120,331		120,780		110,178

Anti-dilutive securities of our common shares, which are excluded from the calculation of net (loss) income per common share – diluted are as follows (in thousands):


	Year Ended December 31,
	2011		2010		2009

Share options (1)		3,158		3,537		3,120
Operating partnership units		1,617		1,662		2,040
Share options and awards		894		-		-

Total anti-dilutive securities		5,669		5,199		5,160

(1)

Exclusion results as exercise prices were greater than the average market price for each respective period.

Note 18. Share Options and Awards

In April 2011, our Long-Term Incentive Plan for the issuance of options and share awards expired, and issued options of 3.6 million remain outstanding as of December 31, 2011.

In May 2010, our shareholders approved the adoption of the Amended and Restated 2010 Long-Term Incentive Plan, under which 3.0 million of our common shares were reserved for issuance, and options and share awards of 2.1 million are available for future grant at December 31, 2011. This plan expires in May 2020.

The fair value of share options and restricted shares is estimated on the date of grant using the Black-Scholes option pricing method based on the expected weighted average assumptions in the following table. The fair value and weighted average assumptions are as follows:


	Year Ended December 31,
	2011		2010		2009
Fair value per share option	$	5.68	$	5.42	$	1.99
Dividend yield		5.3%		5.3%		5.2%
Expected volatility		39.6%		38.8%		31.3%
Expected life (in years)		6.2		6.2		6.2
Risk-free interest rate		2.4%		2.9%		1.7%

Compensation expense, net of forfeitures, associated with share options and restricted shares totaled $6.4 million in 2011, $4.9 million in 2010 and $4.2 million in 2009, respectively, of which $1.5 million in 2011 and $1.2 million in both 2010 and 2009 was capitalized.

Following is a summary of the option activity for the three years ended December 31, 2011:


	Shares Under Option		Weighted Average Exercise Price
Outstanding, January 1, 2009		3,317,655	$	32.96
Granted		1,182,252		11.85
Forfeited or expired		(54,364)		26.90
Exercised		(9,400)		18.05

Outstanding, December 31, 2009		4,436,143		27.44
Granted		504,781		22.68
Forfeited or expired		(22,973)		21.29
Exercised		(303,679)		17.32

Outstanding, December 31, 2010		4,614,272		27.62
Granted		483,459		24.87
Forfeited or expired		(230,232)		22.81
Exercised		(259,796)		18.34

Outstanding, December 31, 2011		4,607,703	$	28.09

The total intrinsic value of options exercised was $1.9 million in 2011, $1.8 million in 2010 and $.02 million in 2009. As of both December 31, 2011 and 2010, there was approximately $3.8 million, of total unrecognized compensation cost related to unvested share options, which is expected to be amortized over a weighted average of 2.4 years and 2.5 years, respectively.

The following table summarizes information about share options outstanding and exercisable at December 31, 2011:


Range of Exercise Prices	Outstanding								Exercisable
Range of Exercise Prices	Number		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Aggregate Intrinsic Value (000’s)		Number		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (000’s)

$11.85 - $17.78		960,267		7.2 years	$	11.85				429,660	$	11.85		7.2 years

$17.79 - $26.69		1,275,554		6.8 years	$	23.96				426,128	$	24.09		2.8 years

$26.70 - $40.05		1,898,161		4.2 years	$	34.26				1,640,041	$	34.58		3.9 years

$40.06 - $49.62		473,721		4.9 years	$	47.46				473,499	$	47.46		4.9 years


Total		4,607,703		5.6 years	$	28.09	$	-		2,969,328	$	31.84		4.4 years	$	-

A summary of the status of unvested restricted shares for the year ended December 31, 2011 is as follows:


	Unvested Restricted Share Awards		Weighted Average Grant Date Fair Value



Outstanding, January 1, 2011		396,797	$	19.32
Granted		161,380		24.81
Vested		(132,839)		22.40
Forfeited		(18,010)		20.58

Outstanding, December 31, 2011		407,328	$	20.43

As of December 31, 2011 and 2010, there was approximately $5.0 million and $5.1 million, respectively, of total unrecognized compensation cost related to unvested restricted shares, which is expected to be amortized over a weighted average of 2.3 years and 2.8 years, respectively.

Note 19. Employee Benefit Plans

Effective April 1, 2002, we converted a noncontributory pension plan to a noncontributory cash balance retirement plan under which each participant received an actuarially determined opening balance. Certain participants were grandfathered under the prior pension plan formula. In addition to this plan, effective September 1, 2002, we established two separate and independent nonqualified supplemental retirement plans for certain employees.

The estimated net loss, prior service cost, and transition obligation that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are $1,545,000, ($117,000) and zero, respectively.

The following tables summarize changes in the benefit obligation, the plan assets and the funded status of our pension plans as well as the components of net periodic benefit costs, including key assumptions (in thousands). The measurement dates for plan assets and obligations were December 31, 2011 and 2010.


	December 31,
	2011		2010
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year	$	57,875	$	51,333
Service cost		3,335		3,325
Interest cost		3,454		3,212
Actuarial loss		5,576		1,769
Benefit payments		(1,850)		(1,764)

Benefit obligation at end of year	$	68,390	$	57,875


Change in Plan Assets:
Fair value of plan assets at beginning of year	$	27,026	$	23,509
Actual return on plan assets		(429)		2,600
Employer contributions		2,902		2,681
Benefit payments		(1,850)		(1,764)

Fair value of plan assets at end of year	$	27,649	$	27,026


Unfunded Status at End of Year:
Retirement Plan (included in accounts payable and accrued expenses)	$	11,247	$	4,517
SRP (included in other net liabilities)		29,494		26,332

Total unfunded	$	40,741	$	30,849


Accumulated benefit obligation	$	68,075	$	57,418


Amounts recognized in accumulated other comprehensive loss consist of:
Net loss	$	17,844	$	10,296
Prior service credit		(117)		(235)

Total amount recognized	$	17,727	$	10,061

The following is the required information for other changes in plan assets and benefit obligations recognized in other comprehensive income (in thousands):


	Year Ended December 31,
	2011		2010		2009

Net loss (gain)	$	8,234	$	1,132	$	(2,407)
Amortization of net loss		(685)		(744)		(947)
Amortization of prior service cost		117		117		117

Total recognized in other comprehensive income	$	7,666	$	505	$	(3,237)

Total recognized in net periodic benefit costs and other comprehensive income	$	12,794	$	5,704	$	2,705

The following is the required information for plans with an accumulated benefit obligation in excess of plan assets (in thousands):


	December 31,
	2011		2010

Projected benefit obligation	$	68,390	$	57,875
Accumulated benefit obligation		68,075		57,418
Fair value of plan assets		27,649		27,026

The components of net periodic benefit cost for both plans are as follows (in thousands):


	Year Ended December 31,
	2011		2010		2009

Service cost	$	3,335	$	3,325	$	3,571
Interest cost		3,454		3,212		2,931
Expected return on plan assets		(2,229)		(1,965)		(1,391)
Prior service cost		(117)		(117)		(117)
Recognized loss		685		744		947


Total	$	5,128	$	5,199	$	5,941

The assumptions used to develop periodic expense for both plans are shown below:


	Year Ended December 31,
	2011		2010		2009

Discount rate – Retirement Plan		5.30%		5.82%		6.00%
Salary scale increases – Retirement Plan		4.00%		4.00%		4.00%
Salary scale increases – SRP		5.00%		5.00%		5.00%
Long-term rate of return on assets – Retirement Plan		8.00%		8.00%		8.00%

The selection of the discount rate is made annually after comparison to yields based on high quality fixed-income investments. The salary scale is the composite rate which reflects anticipated inflation, merit increases, and promotions for the group of covered participants. The long-term rate of return is a composite rate for the trust. It is derived as the sum of the percentages invested in each principal asset class included in the portfolio multiplied by their respective expected rates of return. We considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This analysis resulted in the selection of 8.00% as the long-term rate of return assumption for 2011.

The assumptions used to develop the actuarial present value of the benefit obligations for both plans are shown below:


	Year Ended December 31,
	2011		2010		2009

Discount rate – Retirement Plan		4.19%		5.30%		5.82%
Salary scale increases – Retirement Plan		3.50%		4.00%		4.00%
Salary scale increases – SRP		5.00%		5.00%		5.00%

The expected contribution to be paid for the Retirement Plan by us during 2012 is approximately $2.5 million. The expected benefit payments for the next 10 years for both plans are as follows (in thousands):


2012	$	4,218
2013		2,096
2014		2,689
2015		4,744
2016		3,028
2017-2021		54,910

The participant data used in determining the liabilities and costs for the Retirement Plan was collected as of January 1, 2011, and no significant changes have occurred through December 31, 2011. The participant data used in determining the liabilities and costs for the SRP was collected as of December 31, 2011.

At December 31, 2011, our investment asset allocation compared to our benchmarking allocation model for our plan assets was as follows:


	Portfolio		Benchmark
Cash		8%		5%
U.S. Stocks		43%		52%
Non-U.S. Stocks		16%		9%
Bonds		32%		34%
Other		1%		-

Total		100%		100%

The fair value of plan assets was determined based on publicly quoted market prices for identical assets, which are classified as Level 1 observable inputs. The allocation of the fair value of plan assets was as follows:


	December 31,
	2011		2010
Cash and short-term investments		3%		3%
Large company funds		21%		20%
Mid company funds		7%		7%
Small company funds		4%		5%
International funds		15%		17%
Fixed income funds		36%		34%
Growth funds		14%		14%


Total		100%		100%

Concentrations of risk within our equity portfolio are investments classified within the following sectors: technology, industrial, financial services, consumer cyclical goods and healthcare, which represents approximately 17%, 14%, 14%, 13% and 12% of total equity investments, respectively.

Note 20. Related Parties

Through our management activities and transactions with our real estate joint ventures and partnerships, we had net accounts receivable of $2.2 million and $2.7 million outstanding as of December 31, 2011 and 2010, respectively. We also had accounts payable and accrued expenses of $8.2 million and $9.6 million outstanding as of December 31, 2011 and 2010, respectively. For the year ended December 31, 2011, 2010 and 2009, we recorded joint venture fee income of $6.0 million, $5.8 million and $5.7 million, respectively.

In August 2011, we entered into a purchase agreement to sell our 47.8% unconsolidated joint venture interest in a Colorado development project to our partner with gross sales proceeds totaling $29.1 million, which includes the assumption of our share of debt. In February 2012, we assigned this interest to our partner, which will generate an estimated gain $3.5 million.

As of March 31, 2010, we contributed the final two properties to an unconsolidated joint venture for $47.3 million, which included loan assumptions of $28.1 million and the receipt of net proceeds totaling $14.0 million.

In November 2010, we sold an unconsolidated real estate joint venture interest in a Texas property to our partner with gross sales proceeds totaling $1.4 million, which generated a gain of $1.3 million.

Note 21. Commitments and Contingencies

We are primarily engaged in the operation of shopping centers, which are either owned or, with respect to certain shopping centers, operated under long-term ground leases. These ground leases expire at various dates through 2069, with renewal options. Space in our shopping centers is leased to tenants pursuant to agreements that provide for terms ranging generally from one year to 25 years and, in some cases, for annual rentals subject to upward adjustments based on operating expense levels, sales volume, or contractual increases as defined in the lease agreements.

Scheduled minimum rental payments under the terms of all non-cancelable operating leases in which we are the lessee, principally for shopping center ground leases, for the subsequent five years and thereafter ending December 31, are as follows (in thousands):


2012	$	3,569
2013		3,519
2014		3,183
2015		2,956
2016		2,623
Thereafter		121,295

Total	$	137,145

Rental expense for operating leases was, in millions: $5.4 in 2011; $5.3 in 2010 and $5.0 in 2009.

The scheduled future minimum revenues under subleases, applicable to the ground lease rentals above, under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for the subsequent five years and thereafter ending December 31, are as follows (in thousands):


2012	$	38,282
2013		34,673
2014		28,723
2015		22,891
2016		19,623
Thereafter		79,321

Total	$	223,513

Property under capital leases that is included in buildings and improvements consisted of two shopping centers totaling $16.8 million at December 31, 2011 and 2010. Amortization of property under capital leases is included in depreciation and amortization expense, and the balance of accumulated depreciation associated with these capital leases at December 31, 2011 and 2010 was $10.6 million and $9.8 million, respectively. Future minimum lease payments under these capital leases total $33.8 million of which $12.8 million represents interest. Accordingly, the present value of the net minimum lease payments was $21.0 million at December 31, 2011.

The annual future minimum lease payments under capital leases as of December 31, 2011 are as follows (in thousands):


2012	$	1,763
2013		1,816
2014		1,825
2015		1,834
2016		1,843
Thereafter		24,714

Total	$	33,795

As of December 31, 2011, we participate in four real estate ventures structured as DownREIT partnerships that have properties in Arkansas, California, North Carolina, Texas and Utah. As a general partner, we have operating and financial control over these ventures and consolidate them in our consolidated financial statements. These ventures allow the outside limited partners to exchange their interest in the partnership for our common shares or an equivalent amount in cash. We may acquire any limited partnership interests that are put to the partnership, and we have the option to redeem the interest in cash or a fixed number of our common shares, at our discretion. We also participate in a real estate venture that has a property in Texas that allows its outside partner to put operating partnership units to us. We have the option to redeem these units in cash or a fixed number of our common shares, at our discretion. In 2010, we issued common shares valued at $.7 million in exchange for certain of these interests. No common shares were issued in exchange for any of these interests in 2011. The aggregate redemption value of these interests was approximately $35 million and $39 million as of December 31, 2011 and 2010, respectively.

In January 2007, we acquired two retail properties in Arizona. This purchase transaction included an earnout provision of approximately $29 million that was contingent upon the subsequent development of space by the property seller. This contingency agreement expired in July 2010, of which we have paid $18.9 million since inception through the final settlement in January 2011. Amounts paid under this earnout provision were treated as additional purchase price and capitalized to the related property.

We are subject to numerous federal, state and local environmental laws, ordinances and regulations in the areas where we own or operate properties. We are not aware of any contamination which may have been caused by us or any of our tenants that would have a material effect on our consolidated financial statements.

As part of our risk management activities, we have applied and been accepted into state sponsored environmental programs which will limit our expenses if contaminants need to be remediated. We also have an environmental insurance policy that covers us against third party liabilities and remediation costs.

While we believe that we do not have any material exposure to environmental remediation costs, we cannot give absolute assurance that changes in the law or new discoveries of contamination will not result in additional liabilities to us.

Related to our investment in a development project in Sheridan, Colorado, we, our joint venture partner and the joint venture have each provided a guaranty for the payment of any debt service shortfalls on tax increment revenue bonds issued in connection with the project. In 2007, the Agency issued $97 million of Series A bonds used for an urban renewal project. The bonds are to be repaid with incremental sales and property taxes and a PIF to be assessed on current and future retail sales, and, to the extent necessary, any amounts we may have to provide under a guaranty. The incremental taxes and PIF are to remain intact until the earlier of the bond liability has been paid in full or 2030 (unless such date is otherwise extended by the Agency).

During 2011, we filed a lawsuit against our joint venture partner in connection with the above project for failure to perform on the joint venture’s past due intercompany note payable to us, which has been eliminated in our consolidated financial statements. We are also involved in one consolidated and three unconsolidated joint ventures with this partner. To date, we are unable to determine the outcome of the lawsuit or its potential effects on our other joint ventures.

We have entered into commitments aggregating $86.1 million comprised principally of construction contracts which are generally due in 12 to 36 months.

We are also involved in various matters of litigation arising in the normal course of business. While we are unable to predict with certainty the amounts involved, our management and counsel are of the opinion that, when such litigation is resolved, any additional liability, if any, will not have a material effect on our consolidated financial statements.

Note 22. Variable Interest Entities

Consolidated VIEs:

Two of our real estate joint ventures whose activities principally consist of owning and operating 30 neighborhood/community shopping centers, of which 22 are located in Texas, three in Georgia, two each in Tennessee and Florida and one in North Carolina, were determined to be VIEs. These VIEs have financing agreements that are guaranteed solely by us for tax planning purposes. We have determined that we are the primary beneficiary and have consolidated these joint ventures.

A summary of our consolidated VIEs is as follows (in thousands):


	December 31,
	2011		2010

Maximum Risk of Loss (1)	$	138,176	$	157,353
Assets held by VIEs		309,387		280,285
Assets held as collateral for debt		250,105		253,617

(1)

The maximum risk of loss has been determined to be limited to our guaranties of debt for each real estate joint venture.

Restrictions on the use of these assets are significant because they are collateral for the VIEs’ debt, and we would generally be required to obtain our partners’ approval in accordance with the joint venture agreements for any major transactions. Transactions with these joint ventures on our consolidated financial statements have been limited to changes in noncontrolling interests and reductions in debt from our partners’ contributions. We and our partners are subject to the provisions of the joint venture agreements which include provisions for when additional contributions may be required including operating cash shortfalls and unplanned capital expenditures. We have not provided any additional support to the VIEs as of December 31, 2011.

Unconsolidated VIEs:

At December 31, 2011, three unconsolidated real estate joint ventures were determined to be VIEs. Two unconsolidated real estate joint ventures were determined to be VIEs through the issuance of secured loans, of which $21.4 million of debt associated with a tenancy-in-common arrangement is recorded in our Consolidated Balance Sheet, since the lenders have the ability to make decisions that could have a significant impact on the success of the entities. In addition, we have another unconsolidated real estate joint venture with an interest in an entity, which is deemed to be a VIE since the unconsolidated joint venture provided a guaranty for the entity’s debt. A summary of our unconsolidated VIEs is as follows (in thousands):


	December 31,
	2011		2010

Investment in Real Estate Joint Ventures and Partnerships, net (1)	$	30,377	$	11,581
Maximum Risk of Loss (2)		75,274		56,448

(1)

The carrying amount of the investments represents our contributions to the real estate joint ventures net of any distributions made and our portion of the equity in earnings of the joint ventures.

(2)

The maximum risk of loss has been determined to be limited to our debt exposure for each real estate joint venture.

We and our partners are subject to the provisions of the joint venture agreements that specify conditions, including operating shortfalls and unplanned capital expenditures, under which additional contributions may be required.

Note 23. Business Combinations

Effective April 13, 2011, we acquired our partner’s 50% interest in an unconsolidated joint venture (“Palm Coast”) related to a development property in Palm Coast, Florida, which resulted in the consolidation of this property within our shopping center segment. Management has determined that this transaction qualified as a business combination to be accounted for under the acquisition method.

Effective April 1, 2010, we assumed control of two 50%-owned unconsolidated joint ventures (“Sheridan”) related to a development project in Sheridan, Colorado, which resulted in the consolidation of these joint ventures within our shopping center segment that had previously been accounted for under the equity method. Control was assumed through a modification of the joint venture agreements in which we assumed all management, voting and approval rights without transferring consideration to our joint venture partner. Each partner’s percentage interest in the joint ventures remained unchanged. Management has determined that these transactions qualified as business combinations to be accounted for under the acquisition method.

Accordingly, the assets and liabilities of these transactions were recorded in our consolidated balance sheet at their estimated fair values as of their respective effective date, with any applicable partner’s share of the resulting net change included in noncontrolling interests. Fair value of assets acquired, liabilities assumed and equity interests was estimated using market-based measurements, including cash flow and other valuation techniques. The fair value measurement is based on both significant inputs for similar assets and liabilities in comparable markets and significant inputs that are not observable in the markets in accordance with our fair value measurements accounting policy. Key assumptions include third-party broker valuation estimates, discount rate of 8% as of April 13, 2011, and discount rates ranging from 8% to 17% as of April 1, 2010, a terminal capitalization rate for similar properties, and factors that we believe market participants would consider in estimating fair value. The results of these transactions are included in our Consolidated Statements of Operations and Comprehensive Income beginning April 13, 2011 and April 1, 2010, respectively.

The following table summarizes the transactions related to the business combinations, including the assets acquired and liabilities assumed as indicated (in thousands):


	Palm Coast April 13, 2011			Sheridan April 1, 2010

Fair value of our equity interests before business combinations	$	7,578		$	(21,858)

Fair value of consideration transferred	$	11,462	(1)	$	-

Amounts recognized for assets and liabilities assumed:
Assets:
Property	$	32,807		$	32,940
Unamortized debt and lease costs		2,421			5,182
Accrued rent and accounts receivable		211			213
Cash and cash equivalents		1,402			1,522
Other, net		694			151,464	(2)
Liabilities:
Debt, net		-			(101,741)	(3)
Accounts payable and accrued expenses		(137)			(647)
Other, net		(318)			(1,334)

Total net assets	$	37,080		$	87,599

Noncontrolling interests of the real estate joint ventures	$	-		$	(18,573)

(1)

Consideration included $.5 million of cash and $11.0 million in debt settlement.

(2)

Included primarily a $97.0 million debt service guaranty asset, tax increment revenue bonds of $51.3 million and intangible and other assets.

(3)

Excluded the effect of $123.9 million in intercompany debt that is eliminated upon consolidation.

As a result of the Palm Coast acquisition, we recognized a gain of $4.6 million which is attributable to the realization upon consolidation of our preferred return on equity. For the year ended December 31, 2011, this gain is included in discontinued operations in the Consolidated Statements of Operations and Comprehensive Income as the property had been sold as of December 31, 2011. Additionally, as a result of our Sheridan business combination, we recognized an impairment loss of $15.8 million as a result of revaluing our 50% equity interest held in the real estate joint ventures before the business combinations, which is reported as an impairment loss in the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2010.

The following table summarizes the impact to revenues and net (loss) income attributable to common shareholders from our business combinations as follows (in thousands):


	Year Ended December 31,
	2011		2010
Palm Coast:
Increase in revenues	$	2,164
Decrease in net income attributable to common shareholders		(510)

Sheridan:
Increase in revenues			$	1,646
Decrease in net income attributable to common shareholders				(2,501)

The following table summarizes the pro forma impact of the real estate joint ventures as if Palm Coast and Sheridan had been consolidated on January 1, 2009, the earliest year presented, as follows (in thousands, except per share amounts):


	Pro Forma 2011⁽¹⁾		Pro Forma 2010⁽¹⁾		Pro Forma 2009⁽¹⁾
Revenues	$	542,475	$	538,955	$	556,717
Net income		16,674		50,675		169,224
Net (loss) income attributable to common shareholders		(19,920)		10,482		134,898
Earnings per share – basic		(0.17)		0.09		1.23
Earnings per share – diluted		(0.17)		0.09		1.22

(1)

There are no non-recurring pro forma adjustments included within or excluded from the amounts in the preceding table.

Note 24. Fair Value Measurements

Recurring Fair Value Measurements:

Investments Held in Grantor Trusts

These assets are valued based on publicly quoted market prices for identical assets.

Tax Increment Revenue Bonds

These assets represent tax increment revenue bonds which were issued by the Agency in connection with our investment in a development project in Sheridan, Colorado. The senior tax increment revenue bonds were valued based on quoted prices for similar assets in an active market. As a result, we have determined that the senior tax increment revenue bonds are classified within Level 2 of the fair value hierarchy. The valuation of our subordinated tax increment revenue bonds was determined based on assumptions that management believes market participants would use in pricing, using widely accepted valuation techniques including discounted cash flow analysis based on the expected future sales tax revenues of the development project. This analysis reflected the contractual terms of the bonds, including the period to maturity, and used observable market-based inputs, such as market discount rates and unobservable market-based inputs, such as future growth and inflation rates. Since the majority of our inputs were unobservable, we have determined that the subordinate tax increment revenue bonds fall within the Level 3 classification of the fair value hierarchy. At December 31, 2010, the carrying value of these bonds was equal to its fair value. During 2011, these bonds were recalled by the Agency.

Derivative Instruments

We use interest rate contracts with major financial institutions to manage our interest rate risk. The valuation of these instruments is determined based on assumptions that management believes market participants would use in pricing, using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of our interest rate contracts have been determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counter-party’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral, thresholds and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counter-parties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 and 2010, aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows (in thousands):

		December 31, 2011		December 31, 2011		December 31, 2011		December 31, 2011
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31, 2011
Assets:
Investments in grantor trusts	$	14,693					$	14,693
Derivative instruments:
Interest rate contracts			$	10,816				10,816

Total	$	14,693	$	10,816	$	-	$	25,509

Liabilities:
Derivative instruments:
Interest rate contracts			$	674			$	674
Deferred compensation plan obligations	$	14,693						14,693

Total	$	14,693	$	674	$	-	$	15,367

		December 31, 2011		December 31, 2011		December 31, 2011		December 31, 2011
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31, 2010
Assets:
Investments in grantor trusts	$	15,055					$	15,055
Tax increment revenue bonds			$	51,255	$	10,700		61,955
Derivative instruments:
Interest rate contracts				7,192				7,192

Total	$	15,055	$	58,447	$	10,700	$	84,202

Liabilities:
Derivative instruments:
Interest rate contracts			$	108			$	108
Deferred compensation plan obligations	$	15,055						15,055

Total	$	15,055	$	108	$	-	$	15,163

A reconciliation of the outstanding balance of the subordinate tax increment revenue bonds using significant unobservable inputs (Level 3) is as follows (in thousands):


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Outstanding, January 1, 2010	$	-
Additions (1)		22,417
Loss included in earnings (2)		(11,717)

Outstanding, December 31, 2010		10,700
Settlement of recalled bonds (3)		(10,700)

Outstanding, December 31, 2011	$	-

(1)

Additions represent an investment including accrued interest in subordinate tax increment revenue bonds that was classified as available for sale on December 31, 2010.

(2)

Represents the change in net unrealized losses recognized in impairment loss in the Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2010.

(3)

Settlement of recalled bonds represents the recall of previously issued subordinated tax increment revenue bonds that were available for sale and were replaced with held to maturity subordinated tax increment revenue bonds associated with the exchange transaction in April 2011.

Nonrecurring Fair Value Measurements:

Property and Property Held for Sale Impairments

Property is reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property, including any identifiable intangible assets, site costs and capitalized interest, may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis to the carrying amount of such property. If we conclude that an impairment may have occurred, estimated fair values are determined by management utilizing cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker valuation estimates, appraisals, bona fide purchase offers or the expected sales price of an executed sales agreement in accordance with our fair value measurements accounting policy.

Investments in Real Estate Joint Ventures and Partnerships Impairments

The fair value of our investment in partially owned real estate joint ventures and partnerships is estimated by management based on a number of factors, including the performance of each investment, the life and other terms of the investment, market conditions, cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker valuation estimates, appraisals and bona fide purchase offers in accordance with our fair value measurements accounting policy. We recognize an impairment loss if we determine the fair value of an investment is less than its carrying amount and that loss in value is other than temporary.

Subordinate Tax Increment Revenue Bonds Impairment

Investments in tax increment revenue bonds and tax increment revenue notes are reviewed for impairment if changes in circumstances or forecasts indicate that the carrying amount may not be recoverable, and in the case of the bonds, if it is uncertain if the investment will be held to maturity. In such an event, a comparison is made of the projected recoverability of cash flows from the tax increment revenue bonds and note to the carrying amount of each investment. If we conclude that an impairment may have occurred, fair values are determined by management utilizing third-party sales revenue projections until the maturity of the bonds and notes and discounted cash flow models.

Assets measured at fair value on a nonrecurring basis at December 31, 2011, aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows (in thousands):

		000000000		000000000		000000000		000000000		000000000
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Total Gains (Losses) (1)
Property			$	389	$	98,207	$	98,596	$	(36,907)
Property held for sale				43,657		1,500		45,157		(13,799)
Investment in real estate joint ventures and partnerships						6,311		6,311		(1,752)
Subordinate tax increment revenue bonds						26,723		26,723		(18,737)

Total	$	-	$	44,046	$	132,741	$	176,787	$	(71,195)

(1)

Total gains (losses) exclude impairments on disposed assets.

In accordance with our policy of evaluating and recording impairments on the disposal of long-lived assets, property with a carrying amount of $135.5 million was written down to a fair value of $98.6 million, resulting in a loss of $36.9 million, which was included in earnings for the period. Management’s estimate of the fair value of these properties was determined using the expected sales price of an executed agreement for the Level 2 input and using third party broker valuations, bona fide purchase offers, cash flow models and discount rates ranging from 8% to 13% for the Level 3 inputs.

Property held for sale with a carrying amount of $57.0 million was written down to a fair value of $45.2 million less costs to sell of $2.0 million, resulting in a loss of $13.8 million, which was included in discontinued operations in the Consolidated Statements of Operations and Comprehensive Income for the period. Management’s estimate of the fair value of these properties was determined using the expected sales price of executed agreements for the Level 2 inputs and a cash flow model using a discount rate of 10% for the Level 3 input.

Our net investment in real estate joint ventures and partnerships with a carrying amount of $8.1 million was written down to a fair value of $6.3 million, resulting in a loss of $1.8 million, which was included in earnings for the period. Management’s estimate of the fair value of these investments was determined using the life and other terms of the investment, our partner’s financial condition, cash flow models and market capitalization rates ranging from 7% to 9% for the Level 3 inputs.

A net credit loss on the exchange of bonds of $18.7 million was recognized upon the recall and replacement of our investment in tax increment revenue bonds by the Agency in April 2011. The exchange transaction resulted in us receiving approximately $16.5 million in cash proceeds and $57.7 million in new subordinated bonds replacing the face value of our $51.3 million of senior bonds and $22.4 million of subordinate bonds, which had been previously written down to a fair value of $10.7 million. The carrying value of the $57.7 million subordinated bonds received in the exchange were written down to their fair value of $26.7 million, of which a loss of $11.7 million was previously recognized in December 2010. The net credit loss resulted as management did not expect to recover the par value of the bonds based upon changes in terms of the bonds and future sales tax revenue projections of the development project through their maturity. Management’s estimates of the fair value of these investments were determined using third-party sales revenue projections, future growth rates ranging from 1% to 4% and inflation rates ranging from 1% to 2% for the Level 3 inputs.

Assets measured at fair value on a nonrecurring basis at December 31, 2010, aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows (in thousands):

		0000000000000000		0000000000000000		0000000000000000		0000000000000000		0000000000000000
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Total Gains (Losses) (1)
Property					$	2,325	$	2,325	$	(2,827)
Subordinate tax increment revenue bonds						10,700		10,700		(11,717)
Subordinate tax increment revenue note										(598)

Total	$	-	$	-	$	13,025	$	13,025	$	(15,142)

(1)

Total gains (losses) exclude impairments on disposed assets.

At December 31, 2010, property with a total carrying amount of $5.1 million was written down to its fair value of $2.3 million, resulting in a loss of $2.8 million, which was included in earnings. Management’s estimate of the fair value of this property was determined using third party broker valuations for the Level 3 inputs.

In addition, at December 31, 2010, our subordinate tax increment revenue investments, the bonds issued by the Agency with a carrying value of $22.4 million, were written down to their fair value of $10.7 million as they are no longer classified as held to maturity. Also, our note with a carrying value of $.6 million was written down to its fair value of zero. Management’s estimates of the fair value of these investments were determined using third-party sales revenue projections and future growth and inflation rates for the Level 3 inputs.

Fair Value Disclosures:

Unless otherwise described below, short-term financial instruments and receivables are carried at amounts which approximate their fair values based on their highly-liquid nature, short-term maturities and/or expected interest rates for similar instruments.

Notes Receivable from Real Estate Joint Ventures and Partnerships

We estimated the fair value of our notes receivable from real estate joint ventures and partnerships based on quoted market prices for publicly-traded notes and on the discounted estimated future cash receipts. The discount rates used approximate current lending rates for a note or groups of notes with similar maturities and credit quality, assumes the note is outstanding through maturity and considers the note’s collateral (if applicable). We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Schedule of the fair value of our notes is as follows (in thousands):

		000000000000000		000000000000000
	December 31,
	2011		2010

Carrying value	$	149,204	$	184,788
Fair value		153,532		187,959

Tax Increment Revenue Bonds

We estimated the fair value of our held to maturity subordinated tax increment revenue bonds, which were issued by the Agency in connection with our investment in a development project in Sheridan, Colorado, based on assumptions that management believes market participants would use in pricing, using widely accepted valuation techniques including discounted cash flow analysis based on the expected future sales tax revenues of the development project. This analysis reflects the contractual terms of the bonds, including the period to maturity, and uses observable market-based inputs, such as market discount rates and unobservable market-based inputs, such as future growth and inflation rates. Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument. At December 31, 2011, the carrying value of these bonds was $26.5 million, which approximates its fair value. No such bonds were held to maturity at December 31, 2010.

A reconciliation of the credit loss recognized on our subordinated tax increment revenue bonds at December 31, 2011 is as follows (in thousands):


	Credit Loss Recognized
Beginning balance, January 1, 2011	$	11,717
Additions		19,305

Ending balance, December 31, 2011	$	31,022

Debt

We estimated the fair value of our debt based on quoted market prices for publicly-traded debt and on the discounted estimated future cash payments to be made for other debt. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assumes the debt is outstanding through maturity and considers the debt’s collateral (if applicable). We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Schedule of the fair value of our debt is as follows (in thousands):

		0000000000000000		0000000000000000
	December 31,
	2011		2010
Fixed-rate debt:
Carrying value	$	2,014,834	$	2,349,802
Fair value		2,054,670		2,393,471

Variable-rate debt:
Carrying value	$	517,003	$	239,646
Fair value		531,353		252,207

Note 25. Segment Information

The reportable segments presented are the segments for which separate financial information is available, and for which operating performance is evaluated regularly by senior management in deciding how to allocate resources and in assessing performance. We evaluate the performance of the reportable segments based on net operating income, defined as total revenues less operating expenses and real estate taxes. Management does not consider the effect of gains or losses from the sale of property in evaluating segment operating performance.

The shopping center segment is engaged in the acquisition, development and management of real estate, primarily anchored neighborhood and community shopping centers located in Arizona, Arkansas, California, Colorado, Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana, Maine, Missouri, Nevada, New Mexico, North Carolina, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. The customer base includes supermarkets, discount retailers, drugstores and other retailers who generally sell basic necessity-type commodities. The industrial segment is engaged in the acquisition, development and management of bulk warehouses and office/service centers. Its properties are located in California, Florida, Georgia, Tennessee, Texas and Virginia, and the customer base is diverse. Included in “Other” are corporate-related items, insignificant operations and costs that are not allocated to the reportable segments.

Information concerning our reportable segments is as follows (in thousands):

		000000000000000		000000000000000		000000000000000		000000000000000
	Shopping Center		Industrial		Other		Total

Year Ended December 31, 2011:
Revenues	$	481,734	$	49,237	$	10,590	$	541,561
Net Operating Income		340,784		33,201		1,676		375,661
Equity in Earnings (Loss) of Real Estate Joint Ventures and Partnerships, net		7,259		806		(231)		7,834
Capital Expenditures		166,067		8,908		5,981		180,956

Year Ended December 31, 2010:
Revenues	$	475,745	$	50,523	$	8,816	$	535,084
Net Operating Income		336,114		34,676		619		371,409
Equity in Earnings (Loss) of Real Estate Joint Ventures and Partnerships, net		12,222		1,053		(386)		12,889
Capital Expenditures		144,196		23,892		27,411		195,499

Year Ended December 31, 2009:
Revenues	$	492,875	$	51,854	$	7,497	$	552,226
Net Operating Income (Loss)		349,930		36,008		(598)		385,340
Equity in Earnings (Loss) of Real Estate Joint Ventures and Partnerships, net		4,949		967		(368)		5,548
Capital Expenditures		84,252		9,388		3,917		97,557

As of December 31, 2011:
Investment in Real Estate Joint Ventures and Partnerships, net	$	305,876	$	35,732	$	-	$	341,608
Total Assets		3,336,507		344,559		907,160		4,588,226

As of December 31, 2010:
Investment in Real Estate Joint Ventures and Partnerships, net	$	309,171	$	38,355	$	-	$	347,526
Total Assets		3,469,694		363,153		975,008		4,807,855

Segment net operating income reconciles to income from continuing operations as shown on the Consolidated Statements of Operations and Comprehensive Income as follows (in thousands):

		000000000000000		000000000000000		000000000000000
	Year Ended December 31,
	2011		2010		2009
Total Segment Net Operating Income	$	375,661	$	371,409	$	385,340
Depreciation and Amortization		(152,983)		(145,893)		(142,549)
Impairment Loss		(58,734)		(33,317)		(34,983)
General and Administrative		(25,528)		(24,993)		(25,921)
Interest Expense, net		(141,757)		(148,152)		(152,041)
Interest and Other Income, net		5,062		9,825		11,425
Equity in Earnings of Real Estate Joint Ventures and Partnerships, net		7,834		12,889		5,548
(Loss) Gain on Redemption of Convertible Senior Unsecured Notes		-		(135)		25,311
Gain on Land and Merchant Development Sales		-		-		18,688
Provision for Income Taxes		(395)		(180)		(6,269)

Income from Continuing Operations	$	9,160	$	41,453	$	84,549

Note 26. Quarterly Financial Data (Unaudited)

Summarized quarterly financial data is as follows (in thousands):

		000000000000000		000000000000000		000000000000000			000000000000000
	First		Second		Third			Fourth
2011:
Revenues (1)	$	130,469	$	136,638	$	138,544		$	135,910
Net income (loss) attributable to common shareholders		7,227		(7,166) (2)		(42,089	) (2)		22,173 (3)
Earnings per common share – basic		0.06		(0.06) (2)		(0.35	) (2)		0.18 (3)
Earnings per common share – diluted		0.06		(0.06) (2)		(0.35	) (2)		0.18 (3)

2010:
Revenues (1)	$	132,216	$	133,912	$	134,128		$	134,828
Net income (loss) attributable to common shareholders		10,239		(5,566) (2)		8,660			(2,603) (2)
Earnings per common share – basic		0.09		(0.05) (2)		0.07			(0.02) (2)
Earnings per common share – diluted		0.08		(0.05) (2)		0.07			(0.02) (2)

(1)	Revenues from the sale of operating properties have been reclassified and reported in discontinued operations for all periods presented.

(2)	The quarter results include significant impairment charges.

(3)	The quarter results include significant gains on the sale of properties.

* * * * *

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A.

Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2011. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2011.

There has been no change to our internal control over financial reporting during the quarter ended December 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Weingarten Realty Investors and its subsidiaries (“WRI”) maintain a system of internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act, which is a process designed under the supervision of WRI’s principal executive officer and principal financial officer and effected by WRI’s Board of Trust Managers, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

WRI’s internal control over financial reporting includes those policies and procedures that:

¡ Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of WRI’s assets;

¡ Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of WRI are being made only in accordance with authorizations of management and trust managers of WRI; and

¡ Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of WRI’s assets that could have a material effect on the financial statements.

WRI’s management has responsibility for establishing and maintaining adequate internal control over financial reporting for WRI. Management, with the participation of WRI’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of WRI’s internal control over financial reporting as of December 31, 2011 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on their evaluation of WRI’s internal control over financial reporting, WRI’s management along with the Chief Executive Officer and Chief Financial Officer believe that WRI’s internal control over financial reporting is effective as of December 31, 2011.

Deloitte & Touche LLP, WRI’s independent registered public accounting firm that audited the consolidated financial statements and financial statement schedules included in this Form 10-K, has issued an attestation report on the effectiveness of WRI’s internal control over financial reporting.

February 29, 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trust Managers and Shareholders of

Weingarten Realty Investors

Houston, Texas

We have audited the internal control over financial reporting of Weingarten Realty Investors and subsidiaries (the “Company”) as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of trust managers, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trust managers of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2011, of the Company and our report dated February 29, 2012, expressed an unqualified opinion on those financial statements and financial statement schedules.

/s/ Deloitte & Touche LLP

Houston, Texas

February 29, 2012

ITEM 9B.

Other Information

Not applicable.

PART III

ITEM 10.

Trust Managers, Executive Officers and Corporate Governance

Information with respect to our trust managers and executive officers is incorporated herein by reference to the “Proposal One - Election of Trust Managers - Nominees,” “Executive Officers” and “Share Ownership of Certain Beneficial Owners and Management—Section 16(a) Beneficial Ownership Reporting Compliance” sections of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 8, 2012.

Code of Conduct and Ethics

We have adopted a code of business and ethics for trust managers, officers and employees, known as the Code of Conduct and Ethics. The Code of Conduct and Ethics is available on our website at www.weingarten.com. Shareholders may request a free copy of the Code of Conduct and Ethics from:

Weingarten Realty Investors

Attention: Investor Relations

2600 Citadel Plaza Drive, Suite 125

Houston, Texas 77008

(713) 866-6000

www.weingarten.com

We have also adopted a Code of Conduct for Officers and Senior Financial Associates setting forth a code of ethics applicable to our principal executive officer, principal financial officer, chief accounting officer and financial associates, which is available on our website at www.weingarten.com. Shareholders may request a free copy of the Code of Conduct for Officers and Senior Financial Associates from the address and phone number set forth above.

Governance Guidelines

We have adopted Governance Guidelines, which are available on our website at www.weingarten.com. Shareholders may request a free copy of the Governance Guidelines from the address and phone number set forth above under “Code of Conduct and Ethics.”

ITEM 11.

Executive Compensation

Information with respect to executive compensation is incorporated herein by reference to the “Executive Compensation,” “Proposal One - Election of Trust Managers,” “Compensation Committee Report,” “Summary Compensation Table” and “Trust Manager Compensation Table” sections of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 8, 2012.

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The “Share Ownership of Certain Beneficial Owners and Management” section of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 8, 2012 is incorporated herein by reference.

The following table summarizes the equity compensation plans under which our common shares of beneficial interest may be issued as of December 31, 2011:


Plan category	Number of shares to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights	Number of shares remaining available for future issuance

Equity compensation plans approved by shareholders	4,607,703	$	28.09	2,144,215

Equity compensation plans not approved by shareholders	—		—	—


Total	4,607,703	$	28.09	2,144,215

ITEM 13.

Certain Relationships and Related Transactions, and Trust Manager Independence

The “Governance of Our Company,” “Compensation Committee Interlocks and Insider Participation” and “Certain Transactions” sections of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 8, 2012 are incorporated herein by reference.

ITEM 14.

Principal Accountant Fees and Services

The “Independent Registered Public Accounting Firm Fees” section within “Proposal Two – Ratification of Independent Registered Public Accounting Firm” of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 8, 2012 is incorporated herein by reference.

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules

(a)

The following documents are filed as part of this Report:

Page

(A)

Report of Independent Registered Public Accounting Firm

(B)

Financial Statements:

(i)

Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2011, 2010 and 2009

(ii)

Consolidated Balance Sheets as of December 31, 2011 and 2010

(iii)

Consolidated Statements of Cash Flows for the year ended December 31, 2011, 2010 and 2009

(iv)

Consolidated Statements of Equity for the year ended December 31, 2011, 2010 and 2009

(v)

Notes to Consolidated Financial Statements

(C)

Financial Statement Schedules:

Valuation and Qualifying Accounts

102

III

Real Estate and Accumulated Depreciation

103

Mortgage Loans on Real Estate

112

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements and notes thereto.


(b)		Exhibits:
3.1	—	Restated Declaration of Trust (filed as Exhibit 3.1 to WRI’s Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.2	—	Amendment of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI’s Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.3	—	Second Amendment of the Restated Declaration of Trust (filed as Exhibit 3.3 to WRI’s Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.4	—	Third Amendment of the Restated Declaration of Trust (filed as Exhibit 3.4 to WRI’s Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.5	—	Fourth Amendment of the Restated Declaration of Trust dated April 28, 1999 (filed as Exhibit 3.5 to WRI’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
3.6	—	Fifth Amendment of the Restated Declaration of Trust dated April 20, 2001 (filed as Exhibit 3.6 to WRI’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
3.7	—	Amended and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI’s Form 8-A dated February 23, 1998 and incorporated herein by reference).
3.8	—	Sixth Amendment of the Restated Declaration of Trust dated May 6, 2010 (filed as Exhibit 3.1 to WRI’s Form 8-K dated May 6, 2010 and incorporated herein by reference).
3.9	—	Amendment of Bylaws-Direct Registration System, Section 7.2(a) dated May 3, 2007 (filed as Exhibit 3.8 to WRI’s Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference).
3.10	—	Second Amended and Restated Bylaws of Weingarten Realty Investors (filed as Exhibit 3.1 to WRI’s Form 8-K on February 26, 2010 and incorporated herein by reference).


4.1	—	Form of Indenture between Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor in interest to JPMorgan Chase Bank, National Association, formerly and Texas Commerce Bank National Association) (filed as Exhibit 4(a) to WRI’s Registration Statement on Form S-3 (No. 33-57659) dated February 10, 1995 and incorporated herein by reference).
4.2	—	Form of Indenture between Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor in interest to JPMorgan Chase Bank, National Association, formerly and Texas Commerce Bank National Association) (filed as Exhibit 4(b) to WRI’s Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
4.3	—	Form of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.4	—	Form of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.5	—	Form of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.6	—	Form of Floating Rate Subordinated Medium Term Note (filed as Exhibit 4.22 to WRI’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.7	—	Statement of Designation of 6.75% Series D Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI’s Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.8	—	Statement of Designation of 6.95% Series E Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI’s Form 8-A dated July 8, 2004 and incorporated herein by reference).
4.9	—	Statement of Designation of 6.50% Series F Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI’s Form 8-A dated January 29, 2007 and incorporated herein by reference).
4.10	—	6.75% Series D Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI’s Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.11	—	6.95% Series E Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI’s Form 8-A dated July 8, 2004 and incorporated herein by reference).
4.12	—	6.50% Series F Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI’s Form 8-A dated January 29, 2007 and incorporated herein by reference).
4.13	—	Form of Receipt for Depositary Shares, each representing 1/30 of a share of 6.75% Series D Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI’s Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.14	—	Form of Receipt for Depositary Shares, each representing 1/100 of a share of 6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI’s Form 8-A dated July 8, 2004 and incorporated herein by reference).
4.15	—	Form of Receipt for Depositary Shares, each representing 1/100 of a share of 6.50% Series F Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI’s Form 8-A dated January 29, 2007 and incorporated herein by reference).
4.16	—	Form of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
4.17	—	Form of 3.95% Convertible Senior Notes due 2026 (filed as Exhibit 4.2 to WRI’s Form 8-K on August 2, 2006 and incorporated herein by reference).
4.18	—	Form of 8.10% Note due 2019 (filed as Exhibit 4.1 to WRI’s Current Report on Form 8-K dated August 14, 2009 and incorporated herein by reference).
10.1†	—	The 1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI’s Registration Statement on Form S-8 (No. 33-52473) and incorporated herein by reference).
10.2†	—	2001 Long Term Incentive Plan (filed as Exhibit 10.7 to WRI’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
10.3†	—	Weingarten Realty Retirement Plan restated effective April 1, 2002 (filed as Exhibit 10.29 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
10.4†	—	First Amendment to the Weingarten Realty Retirement Plan dated December 31, 2003 (filed as Exhibit 10.33 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
10.5†	—	First Amendment to the Weingarten Realty Pension Plan dated August 1, 2005 (filed as Exhibit 10.27 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).


10.6†	—	Mandatory Distribution Amendment for the Weingarten Realty Retirement Plan dated August 1, 2005 (filed as Exhibit 10.28 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).
10.7†	—	Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective September 1, 2002 (filed as Exhibit 10.10 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.8†	—	First Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended on November 3, 2003 (filed as Exhibit 10.11 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.9†	—	Second Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004 (filed as Exhibit 10.12 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.10†	—	Third Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004 (filed as Exhibit 10.13 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.11†	—	Weingarten Realty Investors Retirement Benefit Restoration Plan adopted effective September 1, 2002 (filed as Exhibit 10.14 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.12†	—	First Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended on November 3, 2003 (filed as Exhibit 10.15 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.13†	—	Second Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended October 22, 2004 (filed as Exhibit 10.16 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.14†	—	Third Amendment to the Weingarten Realty Pension Plan dated December 23, 2005 (filed as Exhibit 10.30 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
10.15†	—	Weingarten Realty Investors Deferred Compensation Plan amended and restated as a separate and independent plan effective September 1, 2002 (filed as Exhibit 10.17 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.16†	—	Supplement to the Weingarten Realty Investors Deferred Compensation Plan amended on April 25, 2003 (filed as Exhibit 10.18 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.17†	—	First Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended on November 3, 2003 (filed as Exhibit 10.19 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.18†	—	Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan, as amended, dated October 13, 2005 (filed as Exhibit 10.29 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).
10.19†	—	Trust Under the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.21 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.20†	—	Fourth Amendment to the Weingarten Realty Investors Deferred Compensation Plan dated December 23, 2005 (filed as Exhibit 10.31 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
10.21†	—	Trust Under the Weingarten Realty Investors Retirement Benefit Restoration Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.22 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.22†	—	Trust Under the Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.23 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
10.23†	—	First Amendment to the Trust Under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan, and Retirement Benefit Restoration Plan amended on March 16, 2004 (filed as Exhibit 10.24 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).


10.24†	—	Third Amendment to the Weingarten Realty Investors Deferred Compensation Plan dated August 1, 2005 (filed as Exhibit 10.30 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference).
10.25†	—	Fifth Amendment to the Weingarten Realty Investors Deferred Compensation Plan (filed as Exhibit 10.34 to WRI’s Form 10-Q for quarter ended June 30, 2006 and incorporated herein by reference).
10.26†	—	Restatement of the Weingarten Realty Investors Supplemental Executive Retirement Plan dated August 4, 2006 (filed as Exhibit 10.35 to WRI’s Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).
10.27†	—	Restatement of the Weingarten Realty Investors Deferred Compensation Plan dated August 4, 2006 (filed as Exhibit 10.36 to WRI’s Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).
10.28†	—	Restatement of the Weingarten Realty Investors Retirement Benefit Restoration Plan dated August 4, 2006 (filed as Exhibit 10.37 to WRI’s Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference).
10.29†	—	Amendment No. 1 to the Weingarten Realty Investors Supplemental Executive Retirement Plan dated December 15, 2006 (filed as Exhibit 10.38 on WRI’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).
10.30†	—	Amendment No. 1 to the Weingarten Realty Investors Retirement Benefit Restoration Plan dated December 15, 2006 (filed as Exhibit 10.39 on WRI’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).
10.31†	—	Amendment No. 1 to the Weingarten Realty Investors Deferred Compensation Plan dated December 15, 2006 (filed as Exhibit 10.40 on WRI’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).
10.32†	—	Amendment No. 2 to the Weingarten Realty Investors Retirement Benefit Restoration Plan dated November 9, 2007 (filed as Exhibit 10.43 on WRI’s Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).
10.33†	—	Amendment No. 2 to the Weingarten Realty Investors Deferred Compensation Plan dated November 9, 2007 (filed as Exhibit 10.44 on WRI’s Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).
10.34†	—	Amendment No. 2 to the Weingarten Realty Investors Supplemental Executive Retirement Plan dated November 9, 2007 (filed as Exhibit 10.45 on WRI’s Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).
10.35†	—	Fifth Amendment to the Weingarten Realty Retirement Plan dated August 1, 2008 (filed as Exhibit 10.48 on WRI’s Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
10.36†	—	Amendment No. 3 to the Weingarten Realty Investors Retirement Benefit Restoration Plan dated November 17, 2008 (filed as Exhibit 10.1 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).
10.37†	—	Amendment No. 3 to the Weingarten Realty Investors Deferred Compensation Plan dated November 17, 2008 (filed as Exhibit 10.2 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).
10.38†	—	Amendment No. 3 to the Weingarten Realty Investors Supplemental Executive Retirement Plan dated November 17, 2008 (filed as Exhibit 10.3 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).
10.39†	—	Amendment No. 1 to the Weingarten Realty Investors 2001 Long Term Incentive Plan dated November 17, 2008 (filed as Exhibit 10.4 on WRI’s Form 8-K on December 4, 2008 and incorporated herein by reference).
10.40†	—	Severance and Change to Control Agreement for Johnny Hendrix dated November 11, 1998 (filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).


10.41†	—	Severance and Change to Control Agreement for Stephen C. Richter dated November 11, 1998 (filed as Exhibit 10.55 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
10.42†	—	Amendment No. 1 to Severance and Change to Control Agreement for Johnny Hendrix dated December 20, 2008 (filed as Exhibit 10.56 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
10.43†	—	Amendment No. 1 to Severance and Change to Control Agreement for Stephen Richter dated December 31, 2008 (filed as Exhibit 10.57 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
10.44	—	Promissory Note with Reliance Trust Company, Trustee of the Trust under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan and Retirement Benefit Restoration Plan dated March 12, 2009 (filed as Exhibit 10.57 on WRI’s Form 10-Q for the quarter ended March 31, 2009 and incorporated herein by reference).
10.45†	—	First Amendment to the Weingarten Realty Retirement Plan, amended and restated, dated December 2, 2009 (filed as Exhibit 10.51 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference).
10.46	—	Amended and Restated Credit Agreement dated February 11, 2010 among Weingarten Realty Investors, the Lenders Party Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 on WRI’s Form 8-K on February 16, 2010 and incorporated herein by reference).
10.47†	—	First Amendment to the Master Nonqualified Plan Trust Agreement dated March 12, 2009 (filed as Exhibit 10.53 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference).
10.48†	—	Second Amendment to the Master Nonqualified Plan Trust Agreement dated August 4, 2009 (filed as Exhibit 10.54 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference).
10.49†	—	Non-Qualified Plan Trust Agreement for Recordkept Plans dated September 1, 2009 (filed as Exhibit 10.55 on WRI’s Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference).
10.50†	—	Amended and Restated 2010 Long-Term Incentive Plan (filed as Exhibit 99.1 to WRI’s Form 8-K dated April 26, 2010 and incorporated herein by reference).
10.51†	—	Amendment No. 4 to the Weingarten Realty Investors Deferred Compensation Plan dated February 26, 2010 (filed as Exhibit 10.57 on WRI’s Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).
10.52†	—	Amendment No. 4 to the Weingarten Realty Investors Supplemental Executive Retirement Plan dated May 6, 2010 (filed as Exhibit 10.58 on WRI’s Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).
10.53	—	First Amendment to Promissory Note with Reliance Trust Company, Trustee of the Master Nonqualified Plan Trust under Weingarten Realty Investors Supplemental Executive Retirement Plan and Weingarten Realty Investors Retirement Benefit Restoration Plan dated March 11, 2010 (filed as Exhibit 10.59 on WRI’s Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by reference).
10.54†	—	2002 WRI Employee Share Purchase Plan dated May 6, 2003 (filed as Exhibit 10.60 on WRI’s Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by reference).
10.55†	—	Amended and Restated 2002 WRI Employee Share Purchase Plan dated May 10, 2010 (filed as Exhibit 10.61 on WRI’s Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by reference).
10.56	—	Fixed Rate Promissory Note with JPMorgan Chase Bank, National Association dated May 11, 2010 (filed as Exhibit 10.62 on WRI’s Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by reference).
10.57†	—	Weingarten Realty Investors Executive Medical Reimbursement Plan and Summary Plan Description (filed as Exhibit 10.59 on WRI’s Form 10-K dated December 31, 2010 and incorporated herein by reference).
10.58	—	Second Amendment to Promissory Note with Reliance Trust Company, Trustee of the Master Nonqualified Plan Trust under the Weingarten Realty Investors Supplemental Executive Retirement Plan and Weingarten Realty Investors Retirement Benefit Restoration Plan dated March 11, 2011 (filed as Exhibit 10.58 on WRI’s Form 10-Q for the quarter ended March 31, 2011 and incorporated herein by reference).
10.59†	—	Second Amendment to the Weingarten Realty Retirement Plan dated March 14, 2011 (filed as Exhibit 10.59 on WRI’s Form 10-Q for the quarter ended March 31, 2011 and incorporated herein by reference).
10.60†	—	Third Amendment to the Weingarten Realty Retirement Plan dated May 4, 2011 (filed as Exhibit 10.60 on WRI’s Form 10-Q for the quarter ended March 31, 2011 and incorporated herein by reference).


10.61†	—	Third Amendment to the Master Nonqualified Plan Trust Agreement dated April 26, 2011 (filed as Exhibit 10.1 on WRI’s Form 10-Q for the quarter ended June 30, 2011 and incorporated herein by reference).
10.62	—	Amended and Restated Credit Agreement dated September 30, 2011 (filed as Exhibit 10.1 on WRI’s Form 8-K on October 4, 2011 and incorporated herein by reference).
10.63	—	Credit Agreement dated August 29, 2011 among Weingarten Realty Investors, the Lenders Party Hereto and The Bank of Nova Scotia, as Administrative Agent (filed as Exhibit 10.1 on WRI’s Form 8-K on August 31, 2011 and incorporated herein by reference).
10.64	—	Credit Agreement Note dated August 29, 2011 with The Bank of Nova Scotia (filed as Exhibit 10.2 on WRI’s Form 8-K on August 31, 2011 and incorporated herein by reference).
10.65	—	Credit Agreement Note dated August 29, 2011 with Compass Bank (filed as Exhibit 10.3 on WRI’s Form 8-K on August 31, 2011 and incorporated herein by reference).
10.66	—	Credit Agreement Note dated August 29, 2011 with PNC Bank, National Association (filed as Exhibit 10.4 on WRI’s Form 8-K on August 31, 2011 and incorporated herein by reference).
10.67	—	Credit Agreement Note dated August 29, 2011 with Sumitomo Mitsui Banking Corporation (filed as Exhibit 10.5 on WRI’s Form 8-K on August 31, 2011 and incorporated herein by reference).
10.68	—	Credit Agreement Note dated August 29, 2011 U.S. Bank National Association (filed as Exhibit 10.6 on WRI’s Form 8-K on August 31, 2011 and incorporated herein by reference).
10.69	—	Guaranty associated with Credit Agreement among Weingarten Realty Investors, the Lenders Party Hereto and The Bank of Nova Scotia, as Administrative Agent, dated August 29, 2011 (filed as Exhibit 10.7 on WRI’s Form 8-K on August 31, 2011 and incorporated herein by reference).
10.70*	—	Amendment Agreement dated September 30, 2011 to Amended and Restated Credit Agreement dated September 30, 2011.
10.71*	—	Amendment Agreement dated November 14, 2011 to the Credit Agreement dated August 29, 2011 among Weingarten Realty Investors, the Lenders Party Hereto and The Bank of Nova Scotia, as Administrative Agent.
10.72*	—	Guaranty dated November 14, 2011 associated with Credit Agreement among Weingarten Realty Investors, the Lenders Party Hereto and The Bank of Nova Scotia, as Administrative Agent, dated August 29, 2011.
12.1*	—	Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Dividends.
21.1*	—	Listing of Subsidiaries of the Registrant.
23.1*	—	Consent of Deloitte & Touche LLP.
31.1*	—	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2*	—	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32.1**	—	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2**	—	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
101.INS**	—	XBRL Instance Document
101.SCH**	—	XBRL Taxonomy Extension Schema Document
101.CAL**	—	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	—	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	—	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	—	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed with this report.

**	Furnished with this report.

†	Management contract or compensation plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


WEINGARTEN REALTY INVESTORS

By:		/s/ Andrew M. Alexander
		Andrew M. Alexander
		Chief Executive Officer

Date: February 29, 2012

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of Weingarten Realty Investors, a real estate investment trust organized under the Texas Business Organizations Code, and the undersigned trust managers and officers of Weingarten Realty Investors hereby constitute and appoint Andrew M. Alexander, Stanford Alexander, Stephen C. Richter and Joe D. Shafer or any one of them, its or his true and lawful attorney-in-fact and agent, for it or him and in its or his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this Report, and to file each such amendment to the Report, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as it or he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:


	Signature	Title	Date

By:	/s/ Stanford Alexander Stanford Alexander	Chairman and Trust Manager	February 29, 2012

By:	/s/ Andrew M. Alexander Andrew M. Alexander	Chief Executive Officer, President and Trust Manager	February 29, 2012

By:	/s/ James W. Crownover James W. Crownover	Trust Manager	February 29, 2012

By:	/s/ Robert J. Cruikshank Robert J. Cruikshank	Trust Manager	February 29, 2012

By:	/s/ Melvin Dow Melvin Dow	Trust Manager	February 29, 2012

By:	/s/ Stephen A. Lasher Stephen A. Lasher	Trust Manager	February 29, 2012

By:	/s/ Stephen C. Richter Stephen C. Richter	Executive Vice President and Chief Financial Officer	February 29, 2012

100



By:	/s/ Douglas W. Schnitzer Douglas W. Schnitzer	Trust Manager	February 29, 2012

By:	/s/ Joe D. Shafer Joe D. Shafer	Senior Vice President/Chief Accounting Officer (Principal Accounting Officer)	February 29, 2012

By:	/s/ C. Park Shaper C. Park Shaper	Trust Manager	February 29, 2012

By:	/s/ Marc J. Shapiro Marc J. Shapiro	Trust Manager	February 29, 2012

101

Schedule II

WEINGARTEN REALTY INVESTORS

VALUATION AND QUALIFYING ACCOUNTS

December 31, 2011, 2010, and 2009

(Amounts in thousands)


Description	Balance at beginning of period		Charged to costs and expenses		Deductions (1)		Balance at end of period

2011
Allowance for Doubtful Accounts	$	10,137	$	7,563	$	6,399	$	11,301
Tax Valuation Allowance		15,818		10,823		2,046		24,595
2010
Allowance for Doubtful Accounts	$	10,380	$	6,105	$	6,348	$	10,137
Tax Valuation Allowance		9,605		8,570		2,357		15,818
2009
Allowance for Doubtful Accounts	$	12,412	$	8,553	$	10,585	$	10,380
Tax Valuation Allowance		-		9,605		-		9,605

(1)

Write-offs of amounts previously reserved.

102

Schedule III

WEINGARTEN REALTY INVESTORS

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2011

(Amounts in thousands)


	Initial Cost to Company						Gross Amounts Carried at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (1)(2)		Accumulated Depreciation (2)		Total Costs, Net of Accumulated Depreciation		Encumbrances (3)		Date of Acquisition / Construction

Shopping Center:
10-Federal Shopping Center	$	1,791	$	7,470	$	454	$	1,791	$	7,924	$	9,715	$	(6,136)	$	3,579	$	(8,069)		03/20/2008
580 Market Place		3,892		15,570		2,325		3,889		17,898		21,787		(4,651)		17,136		-		04/02/2001
Academy Place		1,537		6,168		1,177		1,532		7,350		8,882		(3,087)		5,795		-		10/22/1997
Alabama Shepherd Shopping Ctr		637		2,026		6,075		1,062		7,676		8,738		(3,404)		5,334		-		04/30/2004
Angelina Village		200		1,777		10,148		1,127		10,998		12,125		(6,006)		6,119		-		04/30/1991
Arcade Square		1,497		5,986		1,314		1,495		7,302		8,797		(2,141)		6,656		-		04/02/2001
Argyle Village Shopping Center		4,524		18,103		1,916		4,526		20,017		24,543		(5,607)		18,936		-		11/30/2001
Arrowhead Festival S/C		1,294		154		2,822		1,366		2,904		4,270		(1,077)		3,193		-		12/31/2000
Avent Ferry Shopping Center		1,952		7,814		1,125		1,952		8,939		10,891		(2,711)		8,180		(509)		04/04/2002
Ballwin Plaza		2,988		12,039		2,702		3,017		14,712		17,729		(4,914)		12,815		-		10/01/1999
Bartlett Towne Center		3,479		14,210		1,002		3,443		15,248		18,691		(4,697)		13,994		(4,257)		05/15/2001
Bashas Valley Plaza		1,414		5,818		4,192		1,422		10,002		11,424		(3,556)		7,868		-		12/31/1997
Bayshore Plaza		728		1,452		1,177		728		2,629		3,357		(2,106)		1,251		-		08/21/1981
Bell Plaza		1,322		7,151		364		1,322		7,515		8,837		(3,098)		5,739		(7,426)		03/20/2008
Bellaire Blvd Shopping Center		124		37		-		124		37		161		(37)		124		(1,984)		11/13/2008
Best in the West		13,191		77,159		3,718		13,194		80,874		94,068		(14,305)		79,763		(34,240)		04/28/2005
Boca Lyons Plaza		3,676		14,706		427		3,651		15,158		18,809		(4,014)		14,795		-		08/17/2001
Boswell Towne Center		1,488		-		1,768		615		2,641		3,256		(1,295)		1,961		-		12/31/2003
Boulevard Market Place		340		1,430		548		340		1,978		2,318		(1,114)		1,204		-		09/01/1990
Braeswood Square Shopping Ctr.		-		1,421		1,185		-		2,606		2,606		(2,212)		394		-		05/28/1969
Broadway & Ellsworth		152		-		1,224		356		1,020		1,376		(434)		942		-		12/31/2002
Broadway Marketplace		898		3,637		917		906		4,546		5,452		(2,266)		3,186		-		12/16/1993
Broadway Shopping Center		234		3,166		565		235		3,730		3,965		(2,404)		1,561		(2,912)		03/20/2008
Brookwood Marketplace		7,050		15,134		6,994		7,511		21,667		29,178		(2,824)		26,354		(18,927)		08/22/2006
Brookwood Square Shopping Ctr		4,008		19,753		1,025		4,008		20,778		24,786		(4,421)		20,365		-		12/16/2003
Brownsville Commons		1,333		5,536		27		1,333		5,563		6,896		(805)		6,091		-		05/22/2006
Buena Vista Marketplace		1,958		7,832		780		1,956		8,614		10,570		(2,492)		8,078		-		04/02/2001
Bull City Market		930		6,651		149		930		6,800		7,730		(1,104)		6,626		-		06/10/2005
Burbank Station		20,366		28,832		(9,664)		16,003		23,531		39,534		(3,141)		36,393		-		07/03/2007
Calder Shopping Center		134		278		367		134		645		779		(591)		188		-		03/31/1965
Camelback Village Square		-		8,720		690		-		9,410		9,410		(4,139)		5,271		-		09/30/1994
Camp Creek Mktpl II		6,169		32,036		1,256		4,697		34,764		39,461		(4,833)		34,628		(21,483)		08/22/2006
Capital Square		1,852		7,406		1,410		1,852		8,816		10,668		(2,478)		8,190		-		04/04/2002
Cedar Bayou Shopping Center		63		307		79		63		386		449		(366)		83		-		09/20/1977
Centerwood Plaza		915		3,659		1,993		914		5,653		6,567		(1,398)		5,169		-		04/02/2001
Central Plaza		1,710		6,900		2,708		1,710		9,608		11,318		(3,912)		7,406		-		03/03/1998
Centre at Post Oak		13,731		115		23,233		17,874		19,205		37,079		(11,285)		25,794		-		12/31/1996
Champions Village		7,205		36,579		1,064		7,205		37,643		44,848		(13,672)		31,176		(33,391)		11/13/2008
Charleston Commons SC		23,230		36,877		1,374		23,210		38,271		61,481		(5,090)		56,391		(29,759)		12/20/2006
Cherokee Plaza		22,219		9,718		7		22,219		9,725		31,944		(1,424)		30,520		(15,071)		11/13/2008
Cherry Creek Retail Center		5,416		14,624		-		5,416		14,624		20,040		(330)		19,710		-		06/16/2011
Chino Hills Marketplace		7,218		28,872		10,109		7,234		38,965		46,199		(11,537)		34,662		-		08/20/2002
College Park Shopping Center		2,201		8,845		5,740		2,641		14,145		16,786		(7,428)		9,358		(11,004)		11/16/1998
Colonial Landing		-		16,390		12,545		-		28,935		28,935		(6,659)		22,276		(15,434)		09/30/2008

103

Schedule III

(Continued)


	Initial Cost to Company						Gross Amounts Carried at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (1)(2)		Accumulated Depreciation (2)		Total Costs, Net of Accumulated Depreciation		Encumbrances (3)		Date of Acquisition / Construction
Colonial Plaza	$	10,806	$	43,234	$	10,198	$	10,813	$	53,425	$	64,238	$	(15,470)	$	48,768	$	-		02/21/2001
Commons at Dexter Lake I		2,923		12,007		136		2,923		12,143		15,066		(3,363)		11,703		(9,743)		11/13/2008
Commons at Dexter Lake II		2,023		6,940		92		2,023		7,032		9,055		(1,119)		7,936		(3,591)		11/13/2008
Countryside Centre-Pad		1,616		3,432		1,011		1,616		4,443		6,059		(386)		5,673		-		07/06/2007
Countryside Centre		13,908		26,387		3,458		13,943		29,810		43,753		(3,135)		40,618		(25,726)		07/06/2007
Creekside Center		1,732		6,929		1,786		1,730		8,717		10,447		(2,423)		8,024		(8,025)		04/02/2001
Crossroads Shopping Center		-		2,083		1,486		-		3,569		3,569		(3,341)		228		-		05/11/1972
Cullen Place		-		-		272		-		272		272		(186)		86		-		02/17/1966
Cullen Plaza Shopping Center		106		2,841		544		106		3,385		3,491		(2,578)		913		(6,680)		03/20/2008
Custer Park Shopping Center		503		2,005		8,589		2,017		9,080		11,097		(4,200)		6,897		-		03/31/2000
Cypress Pointe		3,468		8,700		805		3,468		9,505		12,973		(4,819)		8,154		-		04/04/2002
Cypress Station Square		3,736		8,374		883		2,389		10,604		12,993		(8,698)		4,295		-		12/06/1972
Dallas Commons Shopping Center		1,582		4,969		49		1,582		5,018		6,600		(685)		5,915		-		09/14/2006
Danville Plaza Shopping Center		-		3,360		1,878		-		5,238		5,238		(4,917)		321		-		09/30/1960
Desert Village Shopping Center		3,362		14,969		297		3,362		15,266		18,628		(453)		18,175		-		10/28/2010
Discovery Plaza		2,193		8,772		492		2,191		9,266		11,457		(2,545)		8,912		-		04/02/2001
Eastdale Shopping Center		1,423		5,809		1,861		1,417		7,676		9,093		(3,209)		5,884		-		12/31/1997
Eastern Horizon		10,282		16		(444)		1,569		8,285		9,854		(4,080)		5,774		-		12/31/2002
Eastpark Shopping Center		634		3,392		(3,979)		47		-		47		-		47		-		12/31/1970
Edgebrook Shopping Center		183		1,914		432		183		2,346		2,529		(1,699)		830		(6,505)		03/20/2008
Edgewater Marketplace		4,821		11,225		176		4,821		11,401		16,222		(321)		15,901		(17,600)		11/19/2010
El Camino Shopping Center		4,431		20,557		4,021		4,429		24,580		29,009		(4,820)		24,189		(11,164)		05/21/2004
Embassy Lakes Shopping Center		2,803		11,268		399		2,803		11,667		14,470		(2,693)		11,777		-		12/18/2002
Entrada de Oro Plaza SC		6,041		10,511		1,470		6,115		11,907		18,022		(1,668)		16,354		-		01/22/2007
Epic Village St. Augustine		283		1,171		3,889		320		5,023		5,343		(862)		4,481		-		09/30/2009
Falls Pointe Shopping Center		3,535		14,289		234		3,522		14,536		18,058		(3,498)		14,560		(10,414)		12/17/2002
Festival on Jefferson Court		5,041		13,983		2,392		5,022		16,394		21,416		(3,361)		18,055		-		12/22/2004
Fiesta Center		-		4,730		1,930		-		6,660		6,660		(3,643)		3,017		-		12/31/1990
Fiesta Market Place		137		429		8		137		437		574		(429)		145		(1,700)		03/20/2008
Fiesta Trails		8,825		32,790		2,723		8,825		35,513		44,338		(8,149)		36,189		(22,506)		09/30/2003
Flamingo Pines Shopping Center		10,403		35,014		(17,129)		5,335		22,953		28,288		(3,860)		24,428		-		01/28/2005
Fountain Plaza		1,319		5,276		757		1,095		6,257		7,352		(2,961)		4,391		-		03/10/1994
Francisco Center		1,999		7,997		4,005		2,403		11,598		14,001		(6,447)		7,554		(9,996)		11/16/1998
Freedom Centre		2,929		15,302		4,774		6,944		16,061		23,005		(2,702)		20,303		(1,548)		06/23/2006
Galleria Shopping Center		10,795		10,339		8,206		10,805		18,535		29,340		(2,371)		26,969		(19,442)		12/11/2006
Galveston Place		2,713		5,522		6,023		3,279		10,979		14,258		(7,561)		6,697		(1,594)		11/30/1983
Gateway Plaza		4,812		19,249		2,240		4,808		21,493		26,301		(5,971)		20,330		(23,128)		04/02/2001
Gateway Station		1,622		3		8,880		1,921		8,584		10,505		(1,363)		9,142		-		09/30/2009
Glenbrook Square Shopping Ctr		632		3,576		555		632		4,131		4,763		(1,786)		2,977		(5,640)		03/20/2008
Grayson Commons		3,180		9,023		81		3,163		9,121		12,284		(1,658)		10,626		(6,338)		11/09/2004
Greenhouse Marketplace		992		4,901		353		992		5,254		6,246		(1,103)		5,143		-		01/28/2004
Greenhouse Marketplace		3,615		17,870		1,161		3,721		18,925		22,646		(4,024)		18,622		-		01/28/2004
Griggs Road Shopping Center		257		2,303		133		257		2,436		2,693		(2,186)		507		(4,333)		03/20/2008
Hallmark Town Center		1,368		5,472		975		1,367		6,448		7,815		(1,967)		5,848		-		04/02/2001
Harrisburg Plaza		1,278		3,924		747		1,278		4,671		5,949		(3,826)		2,123		(11,622)		03/20/2008
Harrison Pointe Center		8,230		13,493		157		7,153		14,727		21,880		(3,310)		18,570		-		01/30/2004

104

Schedule III

(Continued)


	Initial Cost to Company						Gross Amounts Carried at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (1)(2)		Accumulated Depreciation (2)		Total Costs, Net of Accumulated Depreciation		Encumbrances (3)		Date of Acquisition / Construction
Heights Plaza Shopping Center	$	58	$	699	$	1,907	$	928	$	1,736	$	2,664	$	(1,155)	$	1,509	$	-		06/30/1995
Heritage Station		6,253		3,989		(265)		6,139		3,838		9,977		(889)		9,088		(5,770)		12/15/2006
High House Crossing		2,576		10,305		407		2,576		10,712		13,288		(2,762)		10,526		-		04/04/2002
Highland Square		-		-		1,887		-		1,887		1,887		(333)		1,554		-		10/06/1959
Hope Valley Commons		2,439		8,487		160		2,439		8,647		11,086		(305)		10,781		-		08/31/2010
Horne Street Market		4,239		37		7,350		4,446		7,180		11,626		(1,050)		10,576		-		06/30/2009
Humblewood Shopping Center		2,215		4,724		3,095		1,166		8,868		10,034		(7,940)		2,094		(13,193)		03/09/1977
I45/Telephone Rd.		678		11,182		649		678		11,831		12,509		(4,773)		7,736		(14,233)		03/20/2008
Independence Plaza		2,006		8,318		3,851		1,995		12,180		14,175		(4,486)		9,689		-		12/31/1997
Johnston Road Plaza		3,671		11,829		(1,838)		3,206		10,456		13,662		(1,980)		11,682		(9,409)		06/10/2005
Killeen Marketplace		2,262		9,048		491		2,275		9,526		11,801		(2,722)		9,079		-		12/21/2000
Kohl’s Shopping Center		2,298		9,193		642		2,298		9,835		12,133		(2,808)		9,325		-		04/24/2000
Kroger/Fondren Square		1,383		2,810		735		1,387		3,541		4,928		(3,276)		1,652		-		09/30/1985
Lake Pointe Market		1,404		-		4,132		1,960		3,576		5,536		(2,053)		3,483		-		12/31/2004
Lake Washington Square		1,232		4,928		849		1,235		5,774		7,009		(1,488)		5,521		-		06/28/2002
Lakeside Marketplace		6,064		22,989		2,963		6,150		25,866		32,016		(3,841)		28,175		(17,752)		08/22/2006
Largo Mall		10,817		40,906		2,197		10,810		43,110		53,920		(8,773)		45,147		-		03/01/2004
Laveen Village Marketplace		1,190		-		4,725		1,006		4,909		5,915		(2,097)		3,818		-		08/15/2003
Lawndale Shopping Center		82		927		447		82		1,374		1,456		(1,068)		388		(4,056)		03/20/2008
League City Plaza		1,918		7,592		836		1,918		8,428		10,346		(3,851)		6,495		(11,251)		03/20/2008
Leesville Towne Centre		7,183		17,162		875		7,183		18,037		25,220		(3,629)		21,591		-		01/30/2004
Little York Plaza Shopping Ctr		342		5,170		1,289		342		6,459		6,801		(4,782)		2,019		(4,905)		03/20/2008
Lyons Avenue Shopping Center		249		1,183		34		249		1,217		1,466		(1,026)		440		(2,950)		03/20/2008
Madera Village Shopping Center		3,788		13,507		931		3,816		14,410		18,226		(1,963)		16,263		(9,309)		03/13/2007
Manhattan Plaza		4,645		-		18,335		4,009		18,971		22,980		(7,722)		15,258		-		12/31/2004
Market at Southside		953		3,813		1,060		958		4,868		5,826		(1,651)		4,175		-		08/28/2000
Market at Town Center		8,600		26,627		21,580		8,600		48,207		56,807		(16,723)		40,084		-		12/23/1996
Market at Westchase SC		1,199		5,821		2,507		1,415		8,112		9,527		(5,028)		4,499		-		02/15/1991
Market Street Shopping Center		424		1,271		1,416		424		2,687		3,111		(1,593)		1,518		-		04/26/1978
Marketplace at Seminole Towne		15,067		53,743		4,291		21,734		51,367		73,101		(6,745)		66,356		(42,081)		08/21/2006
Markham Square Shopping Center		1,236		3,075		3,892		1,139		7,064		8,203		(4,462)		3,741		-		06/18/1974
Markham West Shopping Center		2,694		10,777		3,931		2,696		14,706		17,402		(5,809)		11,593		-		09/18/1998
Marshall’s Plaza		1,802		12,315		504		1,804		12,817		14,621		(2,266)		12,355		-		06/01/2005
Mendenhall Commons		2,655		9,165		427		2,655		9,592		12,247		(1,443)		10,804		(5,797)		11/13/2008
Menifee Town Center		1,827		7,307		4,647		1,824		11,957		13,781		(3,079)		10,702		-		04/02/2001
Millpond Center		3,155		9,706		1,458		3,161		11,158		14,319		(2,159)		12,160		-		07/28/2005
Mineral Springs Village		794		3,175		(1,548)		446		1,975		2,421		(929)		1,492		-		04/04/2002
Mission Center		1,237		4,949		6,167		2,120		10,233		12,353		(4,564)		7,789		-		12/18/1995
Mktplace at Seminole Outparcel		1,000		-		51		1,046		5		1,051		-		1,051		-		08/21/2006
Mohave Crossroads		3,953		63		35,474		3,128		36,362		39,490		(7,704)		31,786		-		12/31/2009
Monte Vista Village Center		1,485		58		4,973		755		5,761		6,516		(2,758)		3,758		-		12/31/2004
Montgomery Plaza Shopping Ctr.		2,500		9,961		10,083		2,830		19,714		22,544		(9,707)		12,837		-		06/09/1993
Moore Plaza		6,445		26,140		9,360		6,487		35,458		41,945		(13,434)		28,511		-		03/20/1998
North Creek Plaza		6,915		25,625		2,587		6,954		28,173		35,127		(5,283)		29,844		-		08/19/2004
North Main Place		68		53		522		68		575		643		(348)		295		-		06/29/1976

105

Schedule III

(Continued)


	Initial Cost to Company						Gross Amounts Carried at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (1)(2)		Accumulated Depreciation (2)		Total Costs, Net of Accumulated Depreciation		Encumbrances (3)		Date of Acquisition / Construction
North Oaks Shopping Center	$	3,644	$	22,040	$	3,447	$	3,644	$	25,487	$	29,131	$	(17,968)	$	11,163	$	(34,518)		03/20/2008
North Towne Plaza		960		3,928		5,995		879		10,004		10,883		(6,439)		4,444		(10,271)		02/15/1990
North Triangle Shops		-		431		261		15		677		692		(450)		242		-		01/15/1977
Northbrook Shopping Center		1,629		4,489		3,048		1,713		7,453		9,166		(6,671)		2,495		(9,430)		11/06/1967
Northwoods Shopping Center		1,768		7,071		238		1,772		7,305		9,077		(1,859)		7,218		-		04/04/2002
Oak Forest Shopping Center		760		2,726		4,812		748		7,550		8,298		(4,829)		3,469		-		12/30/1976
Oak Grove Market Center		5,758		10,508		131		5,861		10,536		16,397		(1,302)		15,095		(7,358)		06/15/2007
Oak Park Village		678		3,332		51		678		3,383		4,061		(1,581)		2,480		(4,544)		11/13/2008
Oracle Crossings		4,614		18,274		28,423		10,582		40,729		51,311		(4,371)		46,940		-		01/22/2007
Oracle Wetmore Shopping Center		24,686		26,878		4,394		13,813		42,145		55,958		(4,816)		51,142		-		01/22/2007
Orchard Green Shopping Center		777		1,477		1,983		786		3,451		4,237		(2,253)		1,984		-		10/11/1973
Orleans Station		165		-		(9)		93		63		156		(40)		116		-		06/29/1976
Overton Park Plaza		9,266		37,789		7,351		9,264		45,142		54,406		(8,592)		45,814		-		10/24/2003
Palmer Plaza		765		3,081		2,418		827		5,437		6,264		(3,458)		2,806		-		07/31/1980
Palmilla Center		1,258		-		12,888		3,280		10,866		14,146		(5,748)		8,398		-		12/31/2002
Palms of Carrollwood		3,995		16,390		94		3,995		16,484		20,479		(423)		20,056		-		12/23/2010
Paradise Marketplace		2,153		8,612		(2,165)		1,197		7,403		8,600		(3,326)		5,274		-		07/20/1995
Park Plaza Shopping Center		257		7,815		1,007		314		8,765		9,079		(8,178)		901		-		01/24/1975
Parkway Pointe		1,252		5,010		675		1,260		5,677		6,937		(1,718)		5,219		(689)		06/29/2001
Parliament Square II		2		10		1,175		3		1,184		1,187		(437)		750		-		06/24/2005
Parliament Square Shopping Ctr		443		1,959		1,321		443		3,280		3,723		(1,981)		1,742		-		03/18/1992
Pavilions at San Mateo		3,272		26,215		(2,453)		3,962		23,072		27,034		(6,668)		20,366		-		04/30/2004
Perimeter Village		29,701		42,337		(894)		34,404		36,740		71,144		(4,560)		66,584		(27,058)		07/03/2007
Phelan West Shopping Center		401		-		1,185		414		1,172		1,586		(587)		999		-		06/03/1998
Phillips Crossing		-		1		27,540		872		26,669		27,541		(4,576)		22,965		-		09/30/2009
Phillips Landing		1,521		1,625		10,698		1,819		12,025		13,844		(2,445)		11,399		-		09/30/2009
Pinecrest Plaza Shopping Ctr		5,837		19,166		1,238		5,837		20,404		26,241		(3,760)		22,481		-		04/06/2005
Pitman Corners		2,686		10,745		2,254		2,693		12,992		15,685		(3,870)		11,815		-		04/08/2002
Plantation Centre		3,463		14,821		699		3,471		15,512		18,983		(2,902)		16,081		(2,288)		08/19/2004
Prien Lake Plaza		63		960		159		41		1,141		1,182		(284)		898		-		07/26/2007
Promenade 23		16,028		2,271		8		16,028		2,279		18,307		(75)		18,232		-		03/25/2011
Promenade Shopping Center		1,058		4,248		(1,219)		644		3,443		4,087		(1,490)		2,597		(3,399)		03/18/2004
Prospector’s Plaza		3,746		14,985		1,138		3,716		16,153		19,869		(4,499)		15,370		-		04/02/2001
Publix at Laguna Isles		2,913		9,554		155		2,914		9,708		12,622		(2,043)		10,579		-		10/31/2003
Pueblo Anozira Shopping Center		2,750		11,000		4,619		2,768		15,601		18,369		(6,943)		11,426		(11,452)		06/16/1994
Rainbow Plaza		6,059		24,234		1,503		6,081		25,715		31,796		(9,729)		22,067		-		10/22/1997
Rainbow Plaza I		3,883		15,540		858		3,896		16,385		20,281		(4,626)		15,655		-		12/28/2000
Raintree Ranch Center		11,442		595		17,139		10,983		18,193		29,176		(4,795)		24,381		-		03/31/2008
Rancho Encanto		957		3,829		3,830		846		7,770		8,616		(3,038)		5,578		-		04/28/1997
Rancho San Marcos Village		3,533		14,138		3,871		3,887		17,655		21,542		(4,379)		17,163		-		02/26/2003
Rancho Towne & Country		1,161		4,647		471		1,166		5,113		6,279		(2,207)		4,072		-		10/16/1995
Randalls Center/Kings Crossing		3,570		8,147		91		3,570		8,238		11,808		(4,542)		7,266		(12,058)		11/13/2008
Randall’s/Norchester Village		1,852		4,510		1,577		1,846		6,093		7,939		(4,220)		3,719		-		09/30/1991
Ravenstone Commons		2,616		7,986		(173)		2,580		7,849		10,429		(1,359)		9,070		(5,716)		03/22/2005
Red Mountain Gateway		2,166		89		9,399		2,737		8,917		11,654		(3,799)		7,855		-		12/31/2003
Regency Centre		3,791		15,390		879		2,180		17,880		20,060		(2,775)		17,285		-		07/28/2006

106

Schedule III

(Continued)


	Initial Cost to Company						Gross Amounts Carried at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (1)(2)		Accumulated Depreciation (2)		Total Costs, Net of Accumulated Depreciation		Encumbrances (3)		Date of Acquisition / Construction
Regency Panera Tract	$	1,825	$	3,126	$	65	$	1,400	$	3,616	$	5,016	$	(490)	$	4,526	$	-		07/28/2006
Reynolds Crossing		4,276		9,186		71		4,276		9,257		13,533		(1,287)		12,246		-		09/14/2006
Richmond Square		1,993		953		1,776		2,966		1,756		4,722		(1,081)		3,641		-		12/31/1996
River Oaks Shopping Center		1,354		1,946		378		1,363		2,315		3,678		(1,952)		1,726		-		12/04/1992
River Oaks Shopping Center		3,534		17,741		34,815		4,207		51,883		56,090		(17,690)		38,400		-		12/04/1992
Rose-Rich Shopping Center		502		2,738		2,988		486		5,742		6,228		(5,193)		1,035		-		03/01/1982
Roswell Corners		5,835		20,465		1,244		5,835		21,709		27,544		(4,438)		23,106		(8,889)		06/24/2004
Roswell Corners		301		982		-		301		982		1,283		(195)		1,088		-		06/24/2004
San Marcos Plaza		1,360		5,439		294		1,358		5,735		7,093		(1,608)		5,485		-		04/02/2001
Sandy Plains Exchange		2,468		7,549		266		2,469		7,814		10,283		(1,734)		8,549		(5,705)		10/17/2003
Scottsdale Horizon		-		3,241		268		1		3,508		3,509		(438)		3,071		-		01/22/2007
Shasta Crossroads		2,844		11,377		823		2,842		12,202		15,044		(3,307)		11,737		-		04/02/2001
Sheldon Forest Shopping Center		374		635		329		354		984		1,338		(802)		536		-		05/14/1970
Sheldon Forest Shopping Center		629		1,955		851		629		2,806		3,435		(2,655)		780		-		05/14/1970
Shoppes at Bears Path		3,252		5,503		988		3,290		6,453		9,743		(898)		8,845		(3,204)		03/13/2007
Shoppes of Parkland		5,413		16,726		1,035		9,506		13,668		23,174		(2,100)		21,074		(14,876)		05/31/2006
Shoppes of South Semoran		4,283		9,785		(1,799)		4,745		7,524		12,269		(1,038)		11,231		(9,398)		08/31/2007
Shops at Kirby Drive		1,201		945		268		1,202		1,212		2,414		(149)		2,265		-		05/27/2008
Shops at Three Corners		6,215		9,303		5,362		6,224		14,656		20,880		(8,209)		12,671		-		12/31/1989
Silver Creek Plaza		3,231		12,924		2,942		3,228		15,869		19,097		(4,825)		14,272		-		04/02/2001
Six Forks Shopping Center		6,678		26,759		3,308		6,728		30,017		36,745		(8,259)		28,486		-		04/04/2002
South Semoran - Pad		1,056		-		(129)		927		-		927		-		927		-		09/06/2007
Southampton Center		4,337		17,349		2,292		4,333		19,645		23,978		(5,406)		18,572		(20,758)		04/02/2001
Southgate Shopping Center		571		3,402		5,399		852		8,520		9,372		(6,752)		2,620		-		03/26/1958
Southgate Shopping Center		232		8,389		415		232		8,804		9,036		(5,252)		3,784		(7,590)		03/20/2008
Spring Plaza Shopping Center		863		2,288		523		863		2,811		3,674		(2,247)		1,427		(3,082)		03/20/2008
Squaw Peak Plaza		816		3,266		1,243		818		4,507		5,325		(1,865)		3,460		-		12/20/1994
Steele Creek Crossing		310		11,774		3,245		3,281		12,048		15,329		(2,177)		13,152		-		06/10/2005
Stella Link Shopping Center		227		423		1,529		294		1,885		2,179		(1,585)		594		-		07/10/1970
Stella Link Shopping Center		2,602		1,418		(1,319)		2,602		99		2,701		(11)		2,690		-		08/21/2007
Stonehenge Market		4,740		19,001		1,294		4,740		20,295		25,035		(5,515)		19,520		(5,957)		04/04/2002
Stony Point Plaza		3,489		13,957		8,622		3,453		22,615		26,068		(4,249)		21,819		-		04/02/2001
Studewood Shopping Center		261		552		-		261		552		813		(552)		261		-		05/25/1984
Summer Center		2,379		8,343		3,780		2,396		12,106		14,502		(4,043)		10,459		-		05/15/2001
Summerhill Plaza		1,945		7,781		1,984		1,943		9,767		11,710		(3,223)		8,487		-		04/02/2001
Sunset 19 Shopping Center		5,519		22,076		1,190		5,547		23,238		28,785		(5,953)		22,832		-		10/29/2001
Sunset Shopping Center		1,121		4,484		1,670		1,120		6,155		7,275		(1,808)		5,467		-		04/02/2001
Tates Creek Centre		4,802		25,366		391		5,766		24,793		30,559		(5,098)		25,461		-		03/01/2004
Taylorsville Town Center		2,179		9,718		708		2,180		10,425		12,605		(2,367)		10,238		-		12/19/2003
The Shoppes at Parkwood Ranch		4,369		52		9,837		2,347		11,911		14,258		(2,311)		11,947		-		12/31/2009
The Village Arcade		-		6,657		621		-		7,278		7,278		(4,634)		2,644		-		12/31/1992
Thompson Bridge Commons		3,650		9,264		4,217		3,541		13,590		17,131		(2,247)		14,884		(5,933)		04/26/2005
Thousand Oaks Shopping Center		2,973		13,142		112		2,973		13,254		16,227		(3,146)		13,081		(15,251)		03/20/2008
TJ Maxx Plaza		3,400		19,283		1,336		3,430		20,589		24,019		(4,274)		19,745		-		03/01/2004
Town & Country Shopping Center		-		3,891		4,898		-		8,789		8,789		(4,881)		3,908		-		01/31/1989
Town and Country - Hammond, LA		1,030		7,404		1,416		1,029		8,821		9,850		(4,451)		5,399		-		12/30/1997

107

Schedule III

(Continued)


	Initial Cost to Company						Gross Amounts Carried at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (1)(2)		Accumulated Depreciation (2)		Total Costs, Net of Accumulated Depreciation		Encumbrances (3)		Date of Acquisition / Construction
Tropicana Beltway Center	$	13,947	$	42,186	$	125	$	13,949	$	42,309	$	56,258	$	(8,606)	$	47,652	$	(33,372)		11/20/2007
Tropicana Marketplace		2,118		8,477		(2,037)		1,266		7,292		8,558		(3,303)		5,255		-		07/24/1995
Tyler Shopping Center		5		21		3,928		300		3,654		3,954		(1,997)		1,957		-		12/31/2002
Uintah Gardens		2,209		13,051		2,213		2,205		15,268		17,473		(2,976)		14,497		-		12/22/2005
University Palms Shopping Ctr		2,765		10,181		163		2,765		10,344		13,109		(2,253)		10,856		(8,116)		11/13/2008
University Place		500		85		789		500		874		1,374		(206)		1,168		-		02/08/2008
Valley Shopping Center		4,293		13,736		757		8,170		10,616		18,786		(1,633)		17,153		-		04/07/2006
Valley View Shopping Center		1,006		3,980		2,386		1,006		6,366		7,372		(2,850)		4,522		-		11/20/1996
Venice Pines Shopping Center		1,432		5,730		178		1,077		6,263		7,340		(1,692)		5,648		-		06/06/2001
Village Arcade II Phase III		-		16		15,743		-		15,759		15,759		(8,144)		7,615		-		12/31/1996
Village Arcade-Phase II		-		787		280		-		1,067		1,067		(644)		423		-		12/31/1992
Vizcaya Square Shopping Center		3,044		12,226		231		3,044		12,457		15,501		(2,928)		12,573		-		12/18/2002
West Jordan Town Center		4,306		17,776		1,726		4,308		19,500		23,808		(4,026)		19,782		(13,301)		12/19/2003
Westchase Shopping Center		3,085		7,920		6,380		3,189		14,196		17,385		(11,413)		5,972		(8,304)		08/29/1978
Westgate Shopping Center		245		1,425		451		245		1,876		2,121		(1,655)		466		-		07/02/1965
Westhill Village Shopping Ctr.		408		3,002		4,482		437		7,455		7,892		(4,991)		2,901		-		05/01/1958
Westland Fair		6,715		10,506		469		4,357		13,333		17,690		(4,818)		12,872		-		12/29/2000
Westland Fair		20,847		-		(10,482)		7,863		2,502		10,365		(1,589)		8,776		-		12/29/2000
Westland Terrace Plaza		1,649		6,768		(4,226)		2,012		2,179		4,191		-		4,191		-		10/22/2003
Westminster Center		11,215		44,871		5,707		11,204		50,589		61,793		(14,431)		47,362		(44,835)		04/02/2001
Westminster Plaza		1,759		7,036		445		1,759		7,481		9,240		(1,852)		7,388		(6,488)		06/21/2002
Westwood Village Shopping Ctr.		-		6,968		2,898		-		9,866		9,866		(7,544)		2,322		-		08/25/1978
Whitehall Commons		2,529		6,901		191		2,522		7,099		9,621		(1,200)		8,421		(4,376)		10/06/2005
Winter Park Corners		2,159		8,636		433		2,159		9,069		11,228		(2,496)		8,732		-		09/06/2001
Wyoming Mall		1,919		7,678		2,483		598		11,482		12,080		(2,373)		9,707		-		03/31/1995

		838,501		2,424,711		657,472		829,861		3,090,823		3,920,684		(918,130)		3,002,554		(900,683)
Industrial:
1625 Diplomat Drive		506		3,107		122		508		3,227		3,735		(519)		3,216		-		12/22/2005
1801 Massaro		865		3,461		(55)		671		3,600		4,271		(795)		3,476		-		04/24/2003
3550 Southside Industrial Pkwy		449		1,666		134		449		1,800		2,249		(333)		1,916		-		05/04/2004
Atlanta Industrial Park		657		2,626		271		479		3,075		3,554		(837)		2,717		-		02/19/2003
Beltway 8 at West Bellfort		674		-		8,770		784		8,660		9,444		(4,861)		4,583		-		12/31/2001
Blankenship Distribution Cntr.		271		1,097		658		273		1,753		2,026		(822)		1,204		-		08/07/1998
Braker 2 Business Center		394		1,574		653		394		2,227		2,621		(793)		1,828		-		09/28/2000
Brookhollow Business Center		734		2,938		2,608		736		5,544		6,280		(2,925)		3,355		-		07/27/1995
Central Plano Business Park		1,343		5,578		930		1,344		6,507		7,851		(1,397)		6,454		-		09/28/2005
ClayPoint Distribution Park		2,413		3,117		13,920		1,433		18,017		19,450		(4,120)		15,330		-		12/31/2010
Corporate Center Park		1,027		4,114		2,905		1,027		7,019		8,046		(3,371)		4,675		-		05/23/1997
Crosspoint Warehouse		441		1,762		344		441		2,106		2,547		(685)		1,862		-		12/23/1998
Crosswinds C&D		650		5,980		400		650		6,380		7,030		(306)		6,724		-		05/26/2010
Enterchange at Northlake A		4,051		7,804		359		1,624		10,590		12,214		(1,309)		10,905		(5,388)		04/20/2007
Enterchange at Walthall D		3,190		7,618		7,917		2,374		16,351		18,725		(2,563)		16,162		(6,595)		04/20/2007
Freeport Business Center		3,196		10,032		1,425		3,203		11,450		14,653		(2,109)		12,544		(7,040)		07/22/2005
Freeport Commerce Center		598		2,918		698		1,536		2,678		4,214		(685)		3,529		-		11/29/2006

108

Schedule III

(Continued)


	Initial Cost to Company						Gross Amounts Carried at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (1)(2)		Accumulated Depreciation (2)		Total Costs, Net of Accumulated Depreciation		Encumbrances (3)		Date of Acquisition / Construction
Hopewell Industrial Center	$	926	$	8,074	$	345	$	2,740	$	6,605	$	9,345	$	(876)	$	8,469	$	(3,715)		11/03/2006
Houston Cold Storage Warehouse		1,087		4,347		1,988		1,072		6,350		7,422		(2,528)		4,894		-		06/12/1998
Interwest Business Park		1,449		5,795		1,700		1,461		7,483		8,944		(2,754)		6,190		-		12/22/2000
ISOM Business Center		2,661		6,699		998		2,662		7,696		10,358		(1,486)		8,872		-		10/24/2005
Jupiter Business Center		588		2,353		1,027		588		3,380		3,968		(1,571)		2,397		-		07/27/1999
Jupiter Business Park		2,684		6,097		528		2,684		6,625		9,309		(279)		9,030		-		08/10/2010
Kempwood Industrial Park		734		3,044		147		129		3,796		3,925		(1,484)		2,441		(2,482)		08/27/1996
Kennesaw 75		3,012		7,659		451		3,007		8,115		11,122		(1,565)		9,557		(5,227)		02/23/2005
Lakeland Industrial Center		3,265		13,059		1,894		3,266		14,952		18,218		(4,939)		13,279		(12,394)		12/06/2001
Lakeland Interstate Bus. Park		1,526		9,077		(235)		547		9,821		10,368		(1,304)		9,064		(4,910)		01/11/2007
Manana / 35 Business Center		1,323		5,293		2,816		1,315		8,117		9,432		(3,188)		6,244		-		07/27/1999
McGraw Hill Distribution Ctr		3,155		18,906		2		3,157		18,906		22,063		(2,797)		19,266		-		02/14/2006
Midpoint I-20 Distrib. Center		1,254		7,070		5,463		2,820		10,967		13,787		(1,927)		11,860		-		10/13/2006
Midway Business Center		1,078		4,313		1,865		1,078		6,178		7,256		(2,646)		4,610		-		07/27/1999
Newkirk Business Center		686		2,745		860		686		3,605		4,291		(1,498)		2,793		-		07/27/1999
Northeast Crossing		392		1,568		1,341		350		2,951		3,301		(1,458)		1,843		-		07/27/1999
Oak Hill Business Park		1,294		5,279		1,753		1,299		7,027		8,326		(2,425)		5,901		-		10/18/2001
O’Connor Road Business Park		1,028		4,110		1,396		1,029		5,505		6,534		(1,919)		4,615		-		12/22/2000
Railwood		7,072		7,965		(1,297)		2,870		10,870		13,740		(4,834)		8,906		(6,302)		12/31/1975
Randol Mill Place		371		1,513		760		372		2,272		2,644		(1,113)		1,531		-		12/31/1998
Red Bird		406		1,622		322		406		1,944		2,350		(750)		1,600		-		09/29/1998
Regal Distribution Center		801		3,208		1,609		806		4,812		5,618		(1,742)		3,876		-		04/17/1998
Riverview Distribution Center		1,518		9,613		257		1,521		9,867		11,388		(1,226)		10,162		(3,234)		08/10/2007
Rutland 10 Business Center		738		2,951		566		739		3,516		4,255		(1,229)		3,026		-		09/28/2000
Sherman Plaza Business Park		705		2,829		2,138		710		4,962		5,672		(2,667)		3,005		-		04/01/1999
Southpark 3075		1,251		8,385		15		1,213		8,438		9,651		(924)		8,727		-		10/03/2007
Southpark A, B, C		1,079		4,375		1,129		1,080		5,503		6,583		(1,828)		4,755		-		09/28/2000
Southpoint		4,167		10,967		1,353		4,168		12,319		16,487		(2,074)		14,413		-		12/29/2005
Southpoint Business Center		597		2,392		1,176		600		3,565		4,165		(1,462)		2,703		-		05/20/1999
Southport Business Park 5		562		2,172		1,425		562		3,597		4,159		(1,469)		2,690		(2,584)		12/23/1998
Space Center Industrial Park		1,036		4,143		1,844		1,025		5,998		7,023		(2,274)		4,749		-		05/29/1998
Stonecrest Business Center		601		2,439		1,941		601		4,380		4,981		(2,243)		2,738		-		06/03/1997
Tampa East Ind. Portfolio		5,424		18,155		1,486		5,409		19,656		25,065		(3,380)		21,685		-		11/21/2005
Town and Country Commerce Ctr		4,188		9,628		(532)		4,311		8,973		13,284		(1,017)		12,267		(4,934)		06/29/2007
West Loop Bus Park - Freezer		253		3,593		(603)		76		3,167		3,243		(2,183)		1,060		-		09/13/1974
West Loop Commerce Center		2,203		1,672		(496)		527		2,852		3,379		(2,429)		950		-		12/14/1981
West-10 Business Center		-		3,125		2,595		-		5,720		5,720		(4,425)		1,295		-		08/28/1992
West-10 Business Center II		414		1,662		1,221		389		2,908		3,297		(1,345)		1,952		-		08/20/1997
Westgate Business Center		1,472		3,471		2,591		1,470		6,064		7,534		(2,209)		5,325		-		12/12/2003
Westlake 125		1,174		6,630		230		1,066		6,968		8,034		(829)		7,205		-		10/03/2007
Wirt Road & I10		1,003		-		45		1,048		-		1,048		-		1,048		-		05/24/2007

		86,636		293,390		86,173		78,785		387,414		466,199		(108,726)		357,473		(64,805)

109

Schedule III

(Continued)


	Initial Cost to Company						Gross Amounts Carried at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (1)(2)		Accumulated Depreciation (2)		Total Costs, Net of Accumulated Depreciation		Encumbrances (3)		Date of Acquisition / Construction
Other:
1919 North Loop West	$	1,334	$	8,451	$	11,224	$	1,337	$	19,672	$	21,009	$	(5,033)	$	15,976	$	-		12/05/2006
Citadel Building		3,236		6,168		7,827		534		16,697		17,231		(13,134)		4,097		-		12/30/1975
Phoenix Office Building		1,696		3,255		965		1,773		4,143		5,916		(722)		5,194		-		01/31/2007

		6,266		17,874		20,016		3,644		40,512		44,156		(18,889)		25,267		-
Land Held/Under Development:
Ambassador Parcel D- Land		98		-		-		98		-		98		-		98		-		10/26/2007
Citadel Drive at Loop 610		3,747		-		(239)		3,508		-		3,508		-		3,508		-		12/30/1975
Crabtree Towne Center		18,810		54		(8,636)		10,219		9		10,228		-		10,228		-		01/31/2007
Cullen Blvd. at East Orem-Land		172		-		(122)		50		-		50		-		50		-		02/24/1975
Curry Ford Road		1,878		7		(14)		1,870		1		1,871		-		1,871		-		10/05/2007
Dacula Market		1,353		104		2,021		1,411		2,067		3,478		-		3,478		-		05/12/2011
Decatur 215		32,525		8,200		(27,968)		11,612		1,145		12,757		-		12,757		-		12/26/2007
Festival Plaza		751		6		156		912		1		913		-		913		-		12/08/2006
Gladden Farms		1,619		4		(155)		1,385		83		1,468		-		1,468		-		08/21/2007
Hilltop Village Center		3,196		7,234		701		3,307		7,824		11,131		-		11,131		-		11/17/2011
Mainland Mall- 1 & 2-Land		321		-		(86)		235		-		235		-		235		-		11/29/1967
Mohave Crossroads		1,080		-		571		1,516		135		1,651		-		1,651		-		06/12/2007
North Towne Plaza		6,646		99		5,259		7,193		4,811		12,004		(255)		11,749		-		12/27/2006
NW Freeway at Gessner- Land		5,052		-		(4,218)		834		-		834		-		834		-		11/16/1972
Palm Coast Center- Land		2,101		18		(1,334)		779		6		785		-		785		-		04/13/2011
Ridgeway Trace		26,629		544		19,401		16,369		30,205		46,574		(2,235)		44,339		-		11/09/2006
River Point at Sheridan		28,898		4,042		1,035		15,664		18,311		33,975		(1,529)		32,446		(6,720)		04/01/2010
River Pointe Venture		2,874		-		(2,063)		811		-		811		-		811		-		08/04/2004
Rock Prairie Marketplace		2,364		-		(976)		1,388		-		1,388		-		1,388		-		05/15/2006
Shreveport		356		-		(112)		244		-		244		-		244		-		05/22/1973
South Fulton Crossing		14,373		154		(10,968)		3,100		459		3,559		(1)		3,558		-		01/10/2007
Stanford Court		693		-		(303)		390		-		390		-		390		-		04/20/1981
Stevens Ranch		36,939		46		(7,803)		29,178		4		29,182		-		29,182		-		05/16/2007
Surf City Crossing		3,220		52		7,480		5,421		5,331		10,752		(245)		10,507		-		12/06/2006
The Shoppes @ Wilderness Oaks		11,081		50		1,461		12,586		6		12,592		-		12,592		-		06/19/2008
The Shoppes at Caveness Farms		7,235		135		(703)		6,488		179		6,667		-		6,667		-		01/17/2006
The Shoppes at Parkwood Ranch		1,236		-		51		1,259		28		1,287		-		1,287		-		01/02/2007
Tomball Marketplace		9,616		262		18,816		8,600		20,094		28,694		(1,806)		26,888		-		04/12/2006
Undev. Land Epic		1,980		-		799		2,649		130		2,779		-		2,779		-		04/09/2008
Village Shopping Center		64		714		(689)		89		-		89		-		89		-		12/31/2002
Waterford Village		5,830		-		9,225		5,215		9,840		15,055		(2,029)		13,026		-		06/11/2004
West 11th @ Loop 610		1,667		-		8		1,675		-		1,675		-		1,675		-		12/14/1981
Westover Square		4,435		20		(1,174)		3,281		-		3,281		-		3,281		-		08/01/2006
Westwood Center		10,497		36		7,282		6,018		11,797		17,815		(1,301)		16,514		-		01/26/2007
Whole Foods @ Carrollwood		2,772		126		397		2,870		425		3,295		-		3,295		-		09/30/2011
Wilcrest/Bissonnet-Land		7,228		-		(7,019)		209		-		209		-		209		-		11/10/1980
York Plaza		162		-		(45)		117		-		117		-		117		-		08/28/1972

		259,498		21,907		36		168,550		112,891		281,441		(9,401)		272,040		(6,720)
Balance of Portfolio (not to exceed 5% of total)		320		10		70,477		6,681		64,126		70,807		(25,905)		44,902		-

Total of Portfolio	$	1,191,221	$	2,757,892	$	834,174	$	1,087,521	$	3,695,766	$	4,783,287	$	(1,081,051)	$	3,702,236	$	(972,208)

(1)	The tax basis of our net fixed asset exceeds the book value by approximately $37 million at December 31, 2011.

(2)	Totals include property held for sale at December 31, 2011.

(3)	Encumbrances do not include $38.6 million outstanding under fixed-rate mortgage debt associated with five properties each held in a tenancy-in-common arrangement and $10.1 million of non-cash debt related items.

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Depreciation is computed using the straight-line method, generally over estimated useful lives of 18-40 years for buildings and 10-20 years for parking lot surfacing and equipment. Tenant and leasehold improvements are depreciated over the remaining life of the lease or the useful life whichever is shorter.

The changes in total cost of the properties were as follows (in thousands):


	Year Ended December 31,
	2011		2010		2009
Balance at beginning of year	$	4,777,794	$	4,658,396	$	4,915,472
Additions at cost		180,956		195,499		97,557
Retirements or sales		(123,252)		(70,924)		(316,910)
Property held for sale		(94,761)		-		-
Impairment loss		(52,211)		(5,177)		(37,723)


Balance at end of year	$	4,688,526	$	4,777,794	$	4,658,396

The changes in accumulated depreciation were as follows (in thousands):

		00000000		00000000		00000000
	Year Ended December 31,
	2011		2010		2009
Balance at beginning of year	$	971,249	$	856,281	$	812,323
Additions at cost		133,220		127,238		123,062
Retirements or sales		(23,418)		(12,270)		(79,104)
Property held for sale		(21,520)		-		-


Balance at end of year	$	1,059,531	$	971,249	$	856,281

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Schedule IV

WEINGARTEN REALTY INVESTORS

MORTGAGE LOANS ON REAL ESTATE

DECEMBER 31, 2011

(Amounts in thousands)


	State		Interest Rate	Final Maturity Date	Periodic Payment Terms	Face Amount of Mortgages		Carrying Amount of Mortgages (1)		Principal Amount of Loans Subject to Delinquent Principal or Interest
SHOPPING CENTERS:
FIRST MORTGAGES:
363-410 Burma, LLC		TN	6.50%	12-01-2012	$213 Annual P&I	$	2,353	$	2,353		-
WRI-SRP Cole Park Plaza, LLC		NC	5.66%	03-31-2012	At Maturity		6,200		6,200		-
College Park Realty Company		NV	7.00%	10-31-2053	At Maturity		3,410		3,410		-
American National Insurance Company		TX	5.95%	01-01-2014	$136 Annual P&I		1,455		1,455		-
SHOPPING CENTERS:
CONSTRUCTION LOANS:
WRI Alliance Riley Venture-Tranche A		CA	5.53%	01-01-2013	$4,200 Annual P&I		56,514		56,514		-
WRI Alliance Riley Venture-Tranche B		CA	10.00%	01-01-2013	$204 Annual P&I		1,404		1,404		-
Weingarten I-4 Clermont Landing, LLC		FL	2.95%	06-30-2014	$803 Annual P&I		13,594		13,594		-
Weingarten Miller Buckingham, LLC (2)		CO	2.75%	02-21-2012	At Maturity		17,809		17,809		-
Weingarten Miller Equiwest Salt Lake, LLC		UT	2.75%	03-24-2012	At Maturity		15,940		15,940		-
Weingarten Miller MDH Buckingham, LLC (2)		CO	2.75%	02-21-2012	At Maturity		41,237		41,237		-

TOTAL MORTGAGE LOANS ON REAL ESTATE						$	159,916	$	159,916	$	-

(1)

The aggregate cost at December 31, 2011 for federal income tax purposes is $159,916, and there are no prior liens to be disclosed.

(2)

In February 2012, these loans were paid. See Note 5 for additional information.

Changes in mortgage loans are summarized below (in thousands):


	Year Ended December 31,
	2011		2010		2009
Balance, Beginning of Year	$	192,092	$	267,222	$	236,743
New Loans		-		4,912		-
Additions to Existing Loans (1)		4,161		11,961		54,007
Collections/Reductions of Principal		(14,464)		(20,124)		(23,528)
Reduction of Principal due to Business Combination (2)		(21,873)		(71,879)		-

Balance, End of Year	$	159,916	$	192,092	$	267,222

(1)

The caption above, “Additions to Existing Loans” also includes accrued interest.

(2)

Effective April 13, 2011, we acquired our partner’s 50% interest in an unconsolidated real estate joint venture related to a development property in Palm Coast, Florida. Effective April 1, 2010, we assumed control of two 50%-owned unconsolidated real estate joint ventures related to a development project in Sheridan, Colorado, which had previously been accounted for under the equity method. The notes associated with these transactions are reported as a reduction in the preceding table for the respective years. See Note 23 for additional information.

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