WEINGARTEN REALTY INVESTORS /TX/ (Form: 10-K, Received: 03/01/2011 14:45:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-K

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

(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, 2010

OR

¨	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)

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 ¨	Smaller reporting company ¨
(Do not check if a 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, 2010 (based upon the closing sale price on the New York Stock Exchange of $19.05) was $2,099,776,382. As of June 30, 2010, there were 120,387,067 common shares of beneficial interest, $.03 par value, outstanding.

As of January 31, 2011, there were 120,493,126 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 4, 2011 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	31
4.	Removed and Reserved	32

	PART II

5.	Market for Registrant's Common Shares of Beneficial Interest, Related Shareholder Matters and Issuer Purchases of Equity Securities	32
6.	Selected Financial Data	34
7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	35
7A.	Quantitative and Qualitative Disclosures about Market Risk	50
8.	Financial Statements and Supplementary Data	51
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	92
9A.	Controls and Procedures	92
9B.	Other Information	94

	PART III

10.	Trust Managers, Executive Officers and Corporate Governance	94
11.	Executive Compensation	94
12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	95
13.	Certain Relationships and Related Transactions, and Trust Manager Independence	95
14.	Principal Accountant Fees and Services	95

	PART IV

15.	Exhibits and Financial Statement Schedules	96

	Signatures	102

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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) changes in expected development activity, (ix) increases in operating costs, (x) tax matters, including failure to qualify as a real estate investment trust, could have adverse consequences and (xi) 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.”

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this annual report on Form 10-K or the date of any document incorporated herein by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Form 10-K.

PART I

ITEM 1. Business

General . Weingarten Realty Investors is a real estate investment trust (“REIT”) organized under the Texas Real Estate Investment Trust Act. Effective January 1, 2010, the Texas Real Estate Investment Trust Act was 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.

At December 31, 2010, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 383 developed income-producing properties and nine properties under various stages of construction and development. The total number of properties includes 312 neighborhood and community shopping centers, 77 industrial projects and three other operating properties located in 23 states spanning the country from coast to coast. The portfolio of properties is approximately 71.5 million square feet.

We also owned interests in 42 parcels of land held for development that totaled approximately 33.1 million square feet.

At December 31, 2010, we employed 380 full-time persons and 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 ten regional offices located in various parts of the United States.

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Investment and Operating Strategy. Our long-term strategy is to focus on increasing funds from operations (“FFO”) and shareholder value. We do this through hands-on leasing, management and selected redevelopment of the existing portfolio of properties, through disciplined growth from selective acquisitions and new developments and through the disposition of assets that no longer meet our ownership criteria. We do this while remaining committed to maintaining a conservatively leveraged balance sheet, a well-staggered debt maturity schedule and strong credit agency ratings.

Currently, we are focusing our efforts on improvements to our operating fundamentals and increasing shareholder value. We have also positioned ourselves to take advantage of growth opportunities as the economy improves. We have implemented a multifaceted approach utilizing associates from our leasing, acquisitions and new development departments to source these opportunities. We are also leveraging their efforts with the relationships we have in the brokerage, banking and institutional arenas. Competition for quality acquisition opportunities remains substantial; nevertheless, we have been successful in indentifying selected properties, which meet our return hurdles, and we will continue to actively evaluate other opportunities as they enter the market.

At December 31, 2010, neighborhood and community shopping centers generated 89.0% of total revenue and industrial properties accounted for 9.4%. We expect to continue to focus the future growth of the portfolio in neighborhood and community centers and bulk industrial properties in markets where we currently operate and may expand to other markets throughout the United States. We do not anticipate significant investment in other classes of real estate such as multi-family or office assets.

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. 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.

Our operating strategy consists of intensive hands-on management and leasing of our properties. 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.

Diversification from both a geographic and tenancy perspective is a critical component of our operating strategy. While approximately 34.4% of the building square footage of our properties is located in the State of Texas, we continue to expand our holdings outside the state. With respect to tenant diversification, our two largest tenants accounted for 3.0% and 1.8%, respectively, of our total rental revenues for the year ended December 31, 2010. No other tenant accounted for more than 1.6% of our total rental revenues.

We finance our growth and working capital needs in a conservative manner. Our credit ratings were BBB from Standard & Poors and Baa2 from Moody's Investor Services as of December 31, 2010 and 2009. 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, 2010, our ratio of earnings to combined fixed charges and preferred dividends as defined by the Securities and Exchange Commission (“SEC”), not based on FFO, was 1.0 to 1 and our debt to total assets before depreciation was 44.8%.

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

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Location of Properties . Our properties are located in 23 states, primarily throughout the southern half of the country. As of December 31, 2010, we have 392 properties which were owned or operated under long-term leases either directly or through our interest in real estate joint ventures or partnerships. Net operating income generated by our properties located in Houston and its surrounding areas was 21.6%, and an additional 11.8% of net operating income is generated from properties that are located in other parts of Texas. We also have 42 parcels of land held for development, 11 of which are located in Houston and its surrounding areas and 10 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 economy is in a recovery phase. Consumer confidence has begun to rebound from historical low levels, credit availability is improving, and retail sales showed modest growth through 2010. Sales will likely continue to trend upward, though at a decreased rate as year over year comparisons become more difficult. Various factors have aligned to cause increases in commodity prices, in turn leading to higher food and fuel costs. While top line inflation is reported to remain low in the short term, we are seeing significant increases in these sectors which are likely to generate higher year over year sales at supermarkets. With consumers remaining value oriented, “sticky” prices are likely to limit these supermarkets’ margins. 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 2011. 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 analysis has identified stronger interest for top tier shopping centers with easier availability for credit resulting in higher prices, while second and third tier properties have seen consistent pricing. In light of these trends, we have expanded the internal resources dedicated to examining available assets in our key markets, 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. There is also competition for tenants to occupy the space that is developed, acquired and managed by our competitors or us.

We believe that the principal competitive factors in attracting tenants in our market areas are location, price, anchor tenants and maintenance of properties. We also believe that our 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 51 through 91 herein.

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ITEM 1A. Risk Factors

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 United States (“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 real estate investment trust (“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 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;

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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 expense 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 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.

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;

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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. For the year ended December 31, 2010, 78 of our tenants either closed stores due to bankruptcy or declared bankruptcy. Such closings and bankruptcies represent 1.0% of leasable space in our portfolio.

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.

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.

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The future composition and quarterly cash distribution rate may change.

For each of the four quarters during 2010, we paid a cash distribution at a quarterly rate of $.26 per common share ($1.04 per common share for the year ended December 31, 2010). 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 a recent 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.

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.

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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.

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.

As a result of the ongoing market and economic volatility, we recognized a non-cash impairment charge of approximately $15.8 million for the year ended December 31, 2010 related to the consolidation of two entities previously accounted for under the equity method. A change in entity control occurred through the modification of the joint venture agreements in which we assumed all management, voting and approval rights. No such impairments were recognized in 2009 and 2008.

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

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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 therefore would 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.

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.

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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.

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.

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.

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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.

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, 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.

As a result of the ongoing market volatility and declining market conditions, we recognized non-cash impairment charges of approximately $17.5 million, $38.8 million and $52.5 million for the year ended December 31, 2010, 2009 and 2008, respectively.

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.

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

The Financial Accounting Standards Board, in conjunction with the Securities and Exchange Commission, 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.

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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 affect 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 universal 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.

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ITEM 2. Properties

At December 31, 2010, our real estate properties consisted of 392 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		198,458		157,000
Basha's Valley Plaza, S. McClintock at E. Southern, Tempe		145,518		570,000
Broadway Marketplace, Broadway at Rural, Tempe		82,757		347,000
Camelback Village Square, Camelback at 7th Avenue, Phoenix		234,494		543,000
Desert Village, Pinnacle Peak Rd. at Pima Rd., Scottsdale		101,863		595,901
Entrada de Oro, Magee Road and Oracle Road, Tucson		109,071		572,000
Fountain Plaza, 77th St. at McDowell, Scottsdale		267,761		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		111,644		372,274
Madera Village, Tanque Verde Rd. and Catalina Hwy., Tucson		107,326		419,000
Mohave Crossroads, Bullhead Parkway at State Route 95, Bullhead City		379,528		990,867
Monte Vista Village Center, Baseline Rd. at Ellsworth Rd., Mesa		108,551		353,000
Oracle Crossings, Oracle Highway and Magee Road, Tucson		260,541		1,307,000
Oracle Wetmore, Wetmore Road and Oracle Highway, Tucson		255,290		711,162
Palmilla Center, Dysart Rd. at McDowell Rd., Avondale		173,823		264,000
Pueblo Anozira, McClintock Dr. at Guadalupe Rd., Tempe		158,269		769,000
Raintree Ranch, Ray Road at Price Road, Chandler		141,230		714,813
Rancho Encanto, 35th Avenue at Greenway Rd., Phoenix		66,787		246,440
Red Mountain Gateway, Power Rd. at McKellips Rd., Mesa		205,212		353,000
Scottsdale Horizon, Frank Lloyd Wright Blvd. and Thompson Peak Parkway, Scottsdale		10,237		61,000
Shoppes at Bears Path, Tanque Verde Rd. and Bear Canyon Rd., Tucson		65,779		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		92,626		569,966
Arizona, Total		3,411,101		11,001,423

Arkansas
Markham Square, W. Markham at John Barrow, Little Rock		126,904		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		358,030		1,489,000

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Center and Location		Building Total		Land Total

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			90,805		322,000
Centerwood Plaza, Lakewood Blvd. at Alondra Dr., Bellflower			76,985		333,000
Chino Hills Marketplace, Chino Hills Pkwy. at Pipeline Ave., Chino Hills			311,575		1,187,000
Creekside Center, Alamo Dr. at Nut Creek Rd., Vacaville			116,229		400,000
Discovery Plaza, W. El Camino Ave. at Truxel Rd., Sacramento			93,491		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			194,601		650,000
Greenhouse Marketplace, Lewelling Blvd. at Washington Ave., San Leandro			238,664		578,000
Hallmark Town Center, W. Cleveland Ave. at Stephanie Ln., Madera			85,066		365,000
Jess Ranch Marketplace, Bear Valley Road at Jess Ranch Parkway, Apple Valley	(1)(3)		302,463		920,423
Jess Ranch Phase III, Bear Valley Road at Jess Ranch Parkway, Apple Valley	(1)(3)		179,514		741,813
Marshalls Plaza, McHenry at Sylvan Ave., Modesto			78,752		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			228,345		866,684
Rancho San Marcos Village, San Marcos Blvd. at Rancho Santa Fe Rd., San Marcos			120,829		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)		156,630		1,104,246
Stony Point Plaza, Stony Point Rd. at Hwy. 12, Santa Rosa			198,528		619,000
Summerhill Plaza, Antelope Rd. at Lichen Dr., Sacramento			128,880		704,000
Sunset Center, Sunset Ave. at State Hwy. 12, Suisun City			85,238		359,000
Tully Corners Shopping Center, Tully Rd. at Quimby Rd., San Jose	(1)(3)		115,992		430,891
Valley, Franklin Boulevard and Mack Road, Sacramento			98,240		580,000
Westminster Center, Westminster Blvd. at Golden West St., Westminster			417,820		1,739,000
California, Total			4,718,361		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)		547,283		2,260,000
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			145,780		538,576
Green Valley Ranch Towne Center, Tower Rd. at 48th Ave., Denver	(1)(3)		114,947		276,000

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Center and Location		Building Total		Land Total

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)		434,070		3,266,813
The Gardens on Havana, Mississippi at Havana, Aurora	(1)(2)(3)		945,648		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			3,787,977		10,784,781

Florida
Alafaya Square, Alafaya Trail, Oviedo	(1)(3)		176,486		915,000
Argyle Village, Blanding at Argyle Forest Blvd., Jacksonville			312,447		1,329,000
Boca Lyons, Glades Rd. at Lyons Rd., Boca Raton			113,515		545,000
Clermont Landing, U.S. 27 & Steve's Road, Clermont	(1)(2)(3)		241,126		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			242,567		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)		53,625		773,626
Flamingo Pines, Pines Blvd. at Flamingo Rd., Pembroke Pines	(1)(3)		126,419		707,075
Flamingo Pines, Pines Blvd. at Flamingo Rd., Pembroke Pines			236,292		739,925
Hollywood Hills Plaza, Hollywood Blvd. at North Park Rd., Hollywood	(1)(3)		364,785		1,429,000
Indian Harbour Place, East Eau Gallie Boulevard, Indian Harbour Beach	(1)(3)		163,521		636,000
International Drive Value Center, International Drive and Touchstone Drive, Orlando	(1)(3)		185,664		985,000
Kendall Corners, Kendall Drive and SW 127th Avenue, Miami	(1)(3)		96,472		365,000
Lake Washington Crossing, Wickham Rd. at Lake Washington Rd., Melbourne	(1)(3)		118,828		580,000
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			159,835		349,000
Marketplace at Seminole Towne Center, Central Florida Greenway and Rinehart Road, Sanford			498,612		1,743,000
Northridge, E. Commercial Blvd. at Dixie Hwy., Oakland Park	(1)(3)		236,069		901,000
Palm Coast Center, State Road 100 & Belle Terre Parkway, Palm Coast	(1)(3)		356,195		960,503
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)		304,395		1,394,000
Phillips Crossing, Interstate 4 and Sand Lake Road, Orlando			145,704		697,000

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Center and Location		Building Total		Land Total

Phillips Landing, Turkey Lake Rd., Orlando			286,038		311,000
Pineapple Commons, Us Highway 1 and Britt Rd., Stuart	(1)(3)		249,014		762,736
Publix at Laguna Isles, Sheridan St. at SW 196th Ave., Pembroke Pines			69,475		400,000
Quesada Commons, Quesada Avenue and Toledo Blade Boulevard, Port Charlotte	(1)(3)		58,890		312,000
Shoppes at Paradise Isle, 34940 Emerald Coast Pkwy., Destin	(1)(3)		171,670		764,000
Shoppes at Parkland, Hillsboro Boulevard at State Road #7, Parkland	(1)		145,652		905,000
Shoppes of Port Charlotte, Toledo Blade Boulevard and Tamiami Trail, Port Charlotte	(1)(3)		41,011		276,000
Shoppes of Port Charlotte, Toledo Blade Boulevard and Tamiami Trail, Port Charlotte	(1)(3)		3,921		176,720
South Dade, South Dixie Highway and Eureka Drive, Miami	(1)(3)		219,473		1,230,000
Sunrise West Shopping Center, West Commercial Drive and NW 91st Avenue, 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)		110,867		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)		99,172		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
Winter Park Corners, Aloma Ave. at Lakemont Ave., Winter Park			102,382		400,000
Florida, Total			9,427,827		39,470,881

Georgia
Brookwood Marketplace, Peachtree Parkway at Mathis Airport Rd., Suwannee			373,594		1,459,000
Brookwood Square, East-West Connector at Austell Rd., Austell			253,448		971,000
Brownsville Commons, Brownsville Road and Hiram-Lithia Springs Road, Powder Springs			81,886		205,000
Camp Creek Marketplace II, Camp Creek Parkway and Carmla Drive, Atlanta			196,283		724,000
Cherokee Plaza, Peachtree Road and Colonial Drive, Atlanta	(1)		99,749		336,000
Dallas Commons, US Highway 278 and Nathan Dean Boulevard, Dallas			95,262		244,000
Grayson Commons, Grayson Hwy. at Rosebud Rd., Grayson			76,611		507,383
Lakeside Marketplace, Cobb Parkway (US Hwy. 41), Acworth			310,848		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 Drive and Camp Creek Drive, Atlanta	(1)(3)		68,407		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)		92,587		540,000
Georgia, Total			2,646,497		10,088,036

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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
Shawnee Village, Shawnee Mission Pkwy. at Quivera Rd., Shawnee			132,619		526,987
Kansas, Total			248,335		970,987

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 Lane, 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			141,380		539,000
K-Mart Plaza, Ryan St., Lake Charles	(1)(3)		215,948		126,000
Manhattan Place, Manhattan Blvd. at Gretna Blvd., Harvey			276,615		718,339
Orleans Station, Paris, Robert E. Lee at Chatham, New Orleans			0		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)		334,939		1,029,415
Southgate, Ryan at Eddy, Lake Charles			157,538		511,000
Town & Country Plaza, U.S. Hwy. 190 West, Hammond			227,452		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			2,258,846		6,240,287

Maine
The Promenade, Essex at Summit, Lewiston	(1)		204,713		962,667
Maine, Total			204,713		962,667

Table of Contents

Center and Location		Building Total		Land Total

Missouri
Ballwin Plaza, Manchester Rd. at Vlasis Dr., Ballwin			200,915		653,000
Western Plaza, Hwy. 141 at Hwy. 30, Fenton	(1)(3)		56,634		654,000
Missouri, Total			257,549		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			332,539		1,314,791
College Park S.C., E. Lake Mead Blvd. at Civic Ctr. Dr., North Las Vegas			167,654		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			212,493		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			84,743		350,000
Tropicana Beltway, Tropicana Beltway at Fort Apache Rd., Las Vegas			640,754		1,466,000
Tropicana Marketplace, Tropicana at Jones Blvd., Las Vegas			144,493		309,912
Westland Fair North, Charleston Blvd. at Decatur Blvd., Las Vegas			600,585		1,008,451
Nevada, Total			3,528,247		10,244,710

New Mexico
Eastdale, Candelaria Rd. at Eubank Blvd., Albuquerque			119,111		601,000
North Towne Plaza, Academy Rd. at Wyoming Blvd., Albuquerque			107,666		607,000
Pavillions at San Mateo, I-40 at San Mateo, Albuquerque			196,044		791,000
Wyoming Mall, Academy Rd. at Northeastern, Albuquerque			267,847		271,407
New Mexico, Total			690,668		2,270,407

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			42,517		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		1,297,306
Heritage Station, Forestville Rd. at Rogers Rd., Wake Forest	(1)		68,641		392,000
High House Crossing, NC Hwy. 55 at Green Level W. Rd., Cary			89,997		606,000
Hope Valley Commons, Highway 751 and Highway 54, Durham			81,371		1,247,123

Table of Contents

Center and Location		Building Total		Land Total

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
Little Brier Creek, Little Brier Creek Lane and Brier Leaf Lane, Raleigh			62,921		90,000
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)		53,776		434,311
Waterford Village, U.S. Hwy. 17 & U.S. Hwy. 74/76, Leland	(2)		79,139		1,426,594
Whitehall Commons, NWC of Hwy. 49 at I-485, Charlotte			444,561		360,000
North Carolina, Total			3,465,057		17,152,334

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)		61,538		272,792
Commons at Dexter Lake, Dexter at N. Germantown, Memphis	(1)		166,958		740,208
Highland Square, Summer at Highland, Memphis			14,490		84,000
Mendenhall Commons, South Mendenahall Rd. and Sanderlin Avenue, Memphis	(1)		83,847		250,000
Ridgeway Trace, Poplar Avenue and Ridgeway Road, Memphis	(2)		251,511		222,553
Summer Center, Summer Ave. at Waring Rd., Memphis			137,335		560,000
Tennessee, Total			908,303		2,903,553

Table of Contents

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			56,110		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)		35,081		137,000
Boswell Towne Center, Highway 287 at Bailey Boswell Rd., Saginaw			87,835		137,000
Braeswood Square, N. Braeswood at Chimney Rock, Houston			103,336		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
Coronado, 34th St. at Wimberly Dr., Amarillo			48,165		201,000
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			287,364		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			488,370		1,589,000
Fiesta Village, Quitman at Fulton, Houston	(1)		30,249		80,000
Fondren/West Airport, Fondren at W. Airport, Houston			37,117		223,000
Food King Place, 25th St. at Avenue P, Galveston			28,062		78,000
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
Gillham Circle, Gillham Circle at Thomas, Port Arthur			33,134		94,000
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

Table of Contents

Center and Location		Building Total		Land Total

Island Market Place, 6th St. at 9th Ave., Texas City			27,277		90,000
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)		244,501		181,300
Market at Sharyland Place, U.S. Expressway 83 and Shary Road, Mission	(1)(3)		301,174		543,000
Market at Town Center, Town Center Blvd., Sugar Land			375,547		1,733,000
Market at Westchase, Westheimer at Wilcrest, Houston			84,081		318,000
Montgomery Plaza, Loop 336 West at I-45, Conroe			300,772		1,179,000
Moore Plaza, S. Padre Island Dr. at Staples, Corpus Christi			533,816		1,491,000
North Creek Plaza, Del Mar Blvd. at Hwy. I-35, Laredo			445,940		1,251,000
North Main Square, Pecore at N. Main, Houston			18,515		64,000
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)		281,401		636,000
North Towne Plaza, U.S. 77 and 83 at SHFM 802, Brownsville	(2)		128,200		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)		302,290		884,000
Oak Forest, W. 43rd at Oak Forest, Houston			152,504		541,000
Oak Park Village, Nacogdoches at New Braunfels, San Antonio	(1)		64,287		221,000
Old Navy Building, 1815 10th Street, 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			466,322		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			134,853		596,000
Preston Shepard Place, Preston Rd. at Park Blvd., Plano	(1)(3)		363,337		1,359,072

Table of Contents

Center and Location		Building Total		Land Total

Randall's/Cypress Station, F.M. 1960 at I-45, Houston			138,974		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			107,200		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			248,820		609,000
Rockwall, I-30 at Market Center Street, Rockwall			209,051		933,000
Rose-Rich, U.S. Hwy. 90A at Lane Dr., Rosenberg			103,385		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)		247,229		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			71,287		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)		100,341		963,246
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)		490,867		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)		29,080		683,618
Texas, Total			15,639,138		54,699,250

Utah
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
West Jordan Town Center, West 7000 South at S. Redwood Rd., West Jordan			304,899		814,000
Utah, Total			663,767		1,660,045

Table of Contents

Center and Location		Building Total		Land Total

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
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			474,718		1,750,000

Industrial

California
Siempre Viva Business Park, Siempre Viva Rd. at Kerns St., San Diego	(1)(3)		726,766		1,760,000
California, Total			726,766		1,760,000

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
Atlanta Industrial Park II & VI, Atlanta Industrial Pkwy. at Atlanta Industrial Dr., Atlanta			382,120		1,214,068
Atlanta Industrial Parkway, Atlanta Industrial Pkwy. at Atlanta Industrial Dr., Atlanta			50,000		159,014
Kennesaw 75, 3850-3900 Kennesaw Pkwy., Kennesaw			178,467		491,000
Riverview Distribution Center, Fulton Industrial Blvd. at Camp Creek Parkway, Atlanta			265,200		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			2,219,990		7,089,131

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

Table of Contents

Center and Location		Building Total		Land Total

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	(1)(3)		243,642		540,000
610 and 11th St. Warehouse, Loop 610 at 11th St., Houston			104,975		202,000
610/288 Business Park , Cannon Street, Houston	(1)(3)		295,300		480,000
Beltway 8 Business Park, Beltway 8 at Petersham Dr., Houston			157,498		499,000
Blankenship Building, Kempwood Drive, 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			301,975		1,357,242
Corporate Center Park I and II, Putnam Dr. at Research Blvd., Austin			120,613		326,000
Crestview, Bissonnet at Wilcrest, Houston			8,970		35,000
Crosspoint Warehouse, Crosspoint, Houston			72,505		179,000
Crosswinds Distribution Center, Tech Com at Wurzback Parkway, San Antonio			142,276		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 Parkway, 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			223,128		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)		303,483		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	(1)(3)		497,656		1,060,000
Railwood Industrial Park, Mesa at U.S. 90, Houston			402,680		1,141,764

Table of Contents

Center and Location		Building Total		Land Total

Randol Mill Place, Randol Mill Road, Arlington			54,639		178,000
Redbird Distribution Center, Joseph Hardin Drive, Dallas			110,839		233,000
Regal Distribution Center, Leston Avenue, 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			57,697		234,000
Southport Business Park 5, South Loop 610, Houston			160,011		358,000
Space Center Industrial Park, Pulaski St. at Irving Blvd., Dallas			264,582		426,000
Stonecrest Business Center, Wilcrest at Fallstone, Houston			110,861		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			34,256		91,000
West-10 Business Center, Wirt Rd. at I-10, Houston			99,883		331,000
Westgate Service Center, Park Row Drive at Whiteback Dr., Houston			123,399		499,000
Texas, Total			8,744,323		21,646,425

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			215,191		697,831
Enterchange at Northlake C, North Lakeridge Parkway & Northlake Park Dr, Ashland	(1)(3)		293,115		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			2,504,937		6,774,973

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			139,325		157,000
Citadel Plaza, Citadel Plaza Dr., Houston			121,000		170,931
Texas, Total			260,325		327,931

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Center and Location	Building Total	Land Total

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 Parkway @ 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			1,103,810
Nevada, Total			1,103,810

North Carolina
Creedmoor (Highway 50) and Crabtree Valley Avenue, Raleigh			510,959
Highway 17 and Highway 210, Surf City			2,024,233
U.S. 15-501 and Bruce Wood Rd., Southern Pines			1,047,182

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Center and Location	Building Total	Land Total

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			7,207,001

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
Culebra Road and Westwood Loop, San Antonio			403,366
East Orem, Houston			121,968
FM 1957 (Potranco Road) and FM 211, San Antonio			8,655,372
FM 2920 and Highway 249, Tomball			1,467,972
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			369,389
Shary Rd. at North Hwy. 83, Mission			1,607,364
U.S. 77 and 83 at SHFM 802, Brownsville			954,835
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			17,003,646

Utah
South 300 West & West Paxton Avenue, Salt Lake City			324,958
Utah, Total			324,958

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Property Listing Summary as of December 31, 2010

ALL PROPERTIES BY STATE	Number of Properties		Building Total		Land Total
Arizona		24		3,432,223		11,901,321
Arkansas		3		358,030		1,489,000
California		30		5,445,127		19,583,510
Colorado		12		3,787,977		12,457,921
Florida		52		11,092,633		44,248,845
Georgia		23		4,866,487		20,731,663
Illinois		1		303,566		1,013,380
Kansas		2		248,335		970,987
Kentucky		4		738,429		3,102,384
Louisiana		11		2,258,846		6,316,953
Maine		1		204,713		962,667
Missouri		2		257,549		1,307,000
Nevada		12		3,528,247		11,348,520
New Mexico		4		690,668		2,270,407
North Carolina		25		3,465,057		24,359,335
Oklahoma		2		163,996		682,000
Oregon		3		273,436		672,288
South Carolina		1		86,120		436,000
Tennessee		9		2,048,530		5,614,132
Texas		155		24,643,786		93,677,252
Utah		3		663,767		1,985,003
Virginia		9		2,504,937		6,774,973
Washington		4		474,718		1,750,000
Grand Total		392		71,537,177		273,655,541

Total Retail		312		54,254,681		196,112,470
Total Industrial		77		17,001,049		44,052,529
Total Unimproved Land						33,088,611
Total Other		3		281,447		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.

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General. In 2010, no single property accounted for more than 4.0% of our total assets or 1.6% of revenues. The five largest properties, in the aggregate, represented approximately 7.5% of our revenues for the year ended December 31, 2010; otherwise, none of the remaining properties accounted for more than 1.2% of our revenues during the same period. As of December 31, 2010, the weighted average occupancy rate for all of our improved properties was 91.9% compared to 90.8% as of December 31, 2009. The average effective annual rental per square foot was approximately $13.60 in 2010, $13.31 in 2009, $13.16 in 2008, $12.57 in 2007 and $12.12 in 2006 for retail properties and $4.83 in 2010, $4.90 in 2009, $4.98 in 2008, $4.86 in 2007 and $4.91 in 2006 for industrial properties.

As of December 31, 2010, lease expirations for the next ten 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
2011		902		4,252		8.22	$	52,722	$	12.40
2012		975		5,266		10.19		64,581		12.26
2013		999		6,065		11.73		68,724		11.33
2014		711		5,488		10.62		57,439		10.47
2015		703		4,898		9.47		56,065		11.45
2016		260		2,964		5.73		32,570		10.99
2017		121		1,637		3.17		20,524		12.54
2018		110		1,435		2.78		17,676		12.32
2019		80		1,263		2.44		15,779		12.49
2020		79		1,179		2.28		14,780		12.54

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 result in a negative impact.

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 67 real estate joint ventures or partnerships that hold 147 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 of beneficial interest (“common shares”). These units generally allow our partners the right to put their limited partnership units’ interest 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, 2010, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 303 developed income-producing properties and nine properties under various stages of construction and development, which are located in 22 states spanning the country from coast to coast.

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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 7,100 separate leases with 5,100 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 Gap (primarily Old Navy stores). The diversity of our tenant base is also evidenced by the fact that our largest tenant accounted for only 3.0% of rental revenues during 2010.

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 2010, we acquired four retail shopping centers located one each in Arizona, Colorado, Florida and North Carolina for approximately $75.3 million.

During 2010, we sold one shopping center located in Texas and a retail building at two operating properties located in Kansas and Kentucky. Gross sales proceeds from these dispositions totaled $3.0 million and generated gains of $.8 million.

During the first quarter of 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.

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 these joint ventures, which required us to revalue our investments to fair value, resulting in an impairment loss of $15.8 million and an increase in net assets of $87.6 million.

During 2010, we acquired a 67%-owned unconsolidated real estate joint venture interest in a retail shopping center located in Moreno Valley, California and a 58%-owned unconsolidated real estate joint venture interest in a retail shopping center located in Houston, Texas for approximately $35.8 million. Also, two unconsolidated real estate joint ventures each sold a retail building located in California with aggregate gross sales proceeds totaling $4.4 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 had been purchased.

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Industrial Properties. At December 31, 2010, we owned, either directly or through our interest in real estate joint ventures or partnerships, 77 industrial projects and three other operating properties totaling approximately 17.3 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, Publix, Shell, Rooms to Go, Rooftop Systems Inc., Wells Fargo Bank, Fed Ex, Mazda, McGraw Hill and Iron Mountain. Our properties are located in Arizona, California, Florida, Georgia, Tennessee, Texas and Virginia.

During 2010, we acquired a distribution center and an industrial business park both located in Texas for approximately $16.8 million. Also, 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.

Land Held for Development. At December 31, 2010, we owned, either directly or through our interest in real estate joint ventures or partnerships, 42 parcels of unimproved land consisting of approximately 33.1 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 3.5 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 29.6 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 $170.2 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 $5.1 million related to land held for development for the year ended December 31, 2010.

New Development Properties . At December 31, 2010, we had nine properties in various stages of development. We have funded $155.6 million to date on these projects, and we estimate our investment upon completion to be $131.3 million, after consideration of anticipated land sales and tax incentive financing which is estimated to be $19.1 million. The majority of these properties are slated to be completed over the next three years with an average projected return on investment of approximately 6.5% when completed.

Merchant Development. During 2010, we sold two land parcels each located in Texas with gross sales proceeds of $10.6 million. Also, two unconsolidated real estate joint ventures each sold a land parcel located in Florida with gross sales proceeds totaling $2.5 million.

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.

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ITEM 4. Removed and Reserved

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 of beneficial interest (“common shares”) are listed and traded on the New York Stock Exchange under the symbol "WRI." As of January 31, 2011, the number of holders of record of our common shares was 2,634. 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

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

2009:
Fourth	$	20.86	$	18.19	$	.250
Third		22.29		13.29		.250
Second		16.58		9.18		.250
First		20.72		8.41		.525

The following table summarizes the equity compensation plans under which our common shares may be issued as of December 31, 2010:

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		4,614,272	$	27.62		2,766,273

Equity compensation plans not approved by shareholders		―		―		―

Total		4,614,272	$	27.62		2,766,273

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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, 2005, $100 was invested in our common shares and that all dividends were reinvested by the shareholder.

Comparison of Five Year Cumulative Return

	2006		2007		2008		2009		2010

Weingarten		127.49		91.18		65.35		68.72		86.66
S&P 500 Index		115.80		122.16		76.96		97.33		111.99
The NAREIT All Equity Index		135.06		113.87		70.91		90.76		116.12

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.

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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 Operation," 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,
	2010			2009			2008			2007			2006

Revenues (primarily real estate rentals)	$	554,667		$	571,988		$	592,647		$	561,099		$	501,265
Expenses:
Depreciation and amortization		151,101			147,877			149,795			122,228			111,617
Other		228,983			234,517			262,380			190,912			163,920
Total		380,084			382,394			412,175			313,140			275,537
Operating Income		174,583			189,594			180,472			247,959			225,728
Interest Expense, net		(148,794	)		(153,207	)		(156,318	)		(156,248	)		(148,052	)
Interest and Other Income, net		9,825			11,427			4,333			8,483			9,043
(Loss) Gain on Redemption of Convertible Senior Unsecured Notes		(135	)		25,311			12,961
Equity in Earnings of Real Estate Joint Ventures and Partnerships, net		12,889			5,548			12,196			19,853			14,655
Gain on Land and Merchant Development Sales					18,688			8,342			16,385			7,166
(Provision) Benefit for Income Taxes		(240	)		(6,337	)		10,220			(4,073	)		(1,366	)
Income from Continuing Operations		48,128			91,024			72,206			132,359			107,174
Income from Discontinued Operations (1)		630			58,986			80,391			103,893			178,573
Gain on Sale of Property		2,480			25,266			1,998			4,086			22,493
Net Income	$	51,238		$	175,276		$	154,595		$	240,338		$	308,240

Net Income Adjusted for Noncontrolling Interests	$	46,206		$	171,102		$	145,652		$	230,101		$	301,826

Net Income Attributable to Common Shareholders	$	10,730		$	135,626		$	109,091		$	204,726		$	291,725
Per Share Data - Basic:
Income from Continuing Operations	$	0.08		$	0.70		$	0.34		$	1.18		$	1.29
Net Income	$	0.09		$	1.24		$	1.29		$	2.39		$	3.33
Weighted Average Number of Shares		119,935			109,546			84,474			85,504			87,719
Per Share Data - Diluted:
Income from Continuing Operations	$	0.08		$	0.70		$	0.34		$	1.18		$	1.29
Net Income	$	0.09		$	1.23		$	1.28		$	2.35		$	3.24
Weighted Average Number of Shares		120,780			110,178			84,917			88,893			91,779

Property (at cost)	$	4,777,794		$	4,658,396		$	4,915,472		$	4,972,344		$	4,445,888
Total Assets	$	4,807,855		$	4,890,385		$	5,114,212		$	4,992,636		$	4,373,066
Debt, net	$	2,589,448		$	2,531,847		$	3,148,636		$	3,131,977		$	2,899,860

Other Data:
Cash Flows from Operating Activities	$	214,625		$	244,316		$	220,150		$	223,309		$	242,592
Cash Flows from Investing Activities	$	(121,421	)	$	191,872		$	(115,391	)	$	(480,630	)	$	(314,686	)
Cash Flows from Financing Activities	$	(222,929	)	$	(341,550	)	$	(111,590	)	$	252,095		$	100,407
Cash Dividends per Common Share	$	1.04		$	1.28		$	2.10		$	1.98		$	1.86
Funds from Operations: (2)
Net Income Attributable to Common Shareholders	$	10,730		$	135,626		$	109,091		$	204,726		$	291,725
Depreciation and Amortization		163,478			162,644			162,035			141,150			131,792
Gain on Sale of Property		(3,068	)		(81,010	)		(70,068	)		(86,076	)		(172,056	)
Total	$	171,140		$	217,260		$	201,058		$	259,800		$	251,461

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(1)		Generally accepted accounting principles (“GAAP”) requires the operating results and gain (loss) on the sale of operating properties to be reported as discontinued operations for all periods presented.
(2)	The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“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, including our share of unconsolidated real estate joint ventures and partnerships. We calculate FFO in a manner consistent with the NAREIT definition. Management uses FFO as a supplemental 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.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operation

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 real estate investment trust (“REIT”) organized under the Texas Real Estate Investment Trust Act. Effective January 1, 2010, the Texas Real Estate Investment Trust Act was 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 rental properties which includes neighborhood and community shopping centers and industrial properties of approximately 71.5 million square feet. We have a diversified tenant base with our largest tenant comprising only 3.0% of total rental revenues during 2010.

Our long-term strategy is to focus on increasing funds from operations (“FFO”) and shareholder value. We do this through 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 do this while remaining committed to maintaining a conservatively leveraged balance sheet, a well-staggered debt maturity schedule and strong credit agency ratings.

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Currently, we are focusing our efforts on improvements to our operating fundamentals and increasing shareholder value. We have also positioned ourselves to take advantage of growth opportunities as the markets continue to improve. We have implemented a multifaceted approach to utilizing associates from leasing, acquisitions and new development to source these opportunities. We are also leveraging their efforts with the relationships we have in the brokerage, banking and institutional arenas. Competition for quality acquisition opportunities remains substantial; nevertheless, we have been successful in indentifying selected properties, which meet 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 capital sources. We carefully balance obtaining low cost financing with matching long-term liabilities with the acquired or developed long-term assets. 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 near future.

At December 31, 2010, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 383 developed income-producing properties and nine properties under various stages of construction and development. The total number of centers includes 312 neighborhood and community shopping centers, 77 industrial projects and three other operating properties located in 23 states spanning the country from coast to coast.

We also owned interests in 42 parcels of land held for development that totaled approximately 33.1 million square feet.

We had approximately 7,100 leases with 5,100 different tenants at December 31, 2010.

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 tracks the occupancy of the portfolio. Occupancy for the total portfolio increased from 90.8% at December 31, 2009 to 91.9% at December 31, 2010. While we will continue to monitor the economy and the effects on our retailers, 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 2011, absent bankruptcies by multiple national or regional tenants. The weakened economy contributed to a decrease in rental rates on a same-space basis as we completed new leases and renewed existing leases. We completed 1,523 new leases or renewals during 2010 totaling 7.2 million square feet; decreasing rental rates an average of 2.5% on a cash basis. While we have seen some strengthening on 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 through 2011.

New Development

At December 31, 2010, we had nine properties in various stages of development. We have funded $155.6 million to date on these projects, and we estimate our investment upon completion to be $131.3 million, after consideration of anticipated land sales and tax incentive financing which is estimated to be $19.1 million. The majority of these properties are slated to be completed over the next three years with an average projected return on investment of approximately 6.5% when completed.

We have approximately $170.2 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 $5.1 million in 2010. While we will continue to monitor this market closely, we anticipate minimal investment in land held for development or new projects during 2011.

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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 key to 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.

During 2010, we acquired four retail shopping centers and two industrial properties with two located in Texas and one each in Arizona, Colorado, Florida and North Carolina for approximately $92.1 million. We anticipate to continue to acquire properties through 2011 that meet our strategic and pricing objectives.

During the first quarter of 2010, we contributed the final two properties to an unconsolidated real estate joint venture for $47.3 million, which included loan assumptions of $28.1 million and the receipt of net proceeds totaling $14.0 million.

Also, in 2010, we acquired a 67%-owned unconsolidated real estate joint venture interest in a retail shopping center located in Moreno Valley, California and a 58%-owned unconsolidated real estate joint venture interest in a retail shopping center located in Houston, Texas for approximately $35.8 million.

We continue to monitor our joint venture relationships and evaluate whether new or existing relationships could provide equity for new investments.

Joint venture and outside fee income for 2010 and 2009 was approximately $7.0 million and $6.3 million, respectively. This fee income is based upon revenues, net income and in some cases appraised property values. We expect to receive approximately the same amount of fees in 2011.

Dispositions

Dispositions are also a key component of our ongoing management process where we prune from our portfolio properties 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. Over time, we expect this to produce a portfolio with higher occupancy rates and stronger internal revenue growth. With a continued return of debt financing available to prospective purchasers, we expect to continue to dispose of selected non-core properties throughout 2011 as opportunities present themselves.

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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 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 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.

Revenue Recognition

Rental revenue is generally recognized on a straight-line basis over the term of the lease, which begins the date the leasehold improvements are substantially complete, if owned by us, or the date the tenant takes control of the space, if the leasehold improvements are owned by the tenant. Revenue from tenant reimbursements of real estate 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 addition, in circumstances where we would provide a tenant improvement allowance for improvements that are owned by the tenant, we would 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.

Real Estate Joint Ventures and Partnerships

To determine the method of accounting for partially owned real estate joint ventures and partnerships, we apply the guidelines as set forth in GAAP. Entities identified as variable interest entities are consolidated if we are determined to be the primary beneficiary of the partially owned real estate joint venture or partnership.

Partially owned real estate joint ventures and partnerships over which we have a controlling financial interest are consolidated in our 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. Management continually analyzes and assesses reconsideration events, including changes in these factors, to determine if the consolidation treatment remains appropriate. 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. 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

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. If we do not allocate these costs appropriately or incorrectly estimate the useful lives of our real estate, depreciation expense may be misstated.

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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, which 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. Effective 2009, acquisition costs are expensed as incurred.

Property also includes costs incurred in the development of new operating properties and properties in our merchant development program. Merchant development is a program in which we develop a project with the objective of selling all or part of it, instead of retaining it in our portfolio on a long-term basis. Also, disposition of land parcels and non-operating properties are included in this program. 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 pre-acquisition 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. The impact of the estimates related to the allocation of indirect costs and interest could result in incorrect estimates in connection with determining the asset value which could be material to our consolidated financial statements.

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.

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 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.

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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. 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 assessed inputs used in determining any fair value measurements could result in incorrect valuations that could be material to our consolidated financial statements.

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, shopping center properties, merchant development 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, including merchant development sales 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. A considerable amount of judgment by our management is used in this evaluation.

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.

Accrued Rent and Accounts Receivable

Receivable balances outstanding 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 collectability of the related receivables. As these factors change, the allowance is subject to revision and may impact our results of operations.

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.

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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. We use estimates in preparing our deferred tax amounts and if revised, these estimates could impact our results of operations.

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 financial statements if we believe it is more likely than not that the tax position will be sustained upon examination. This evaluation may involve a considerable amount of judgment.

Results of Operations

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

Revenues

Total revenues were $554.7 million for the year ended 2010 versus $572.0 million for the year ended 2009, a decrease of $17.3 million or 3.0%. This decrease is attributable to decreases in net rental revenues and other income of $13.3 million and $4.0 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.

Occupancy (leased space) of the portfolio as compared to the prior year was as follows:

	December 31,
	2010			2009

Shopping Centers		93.0	%		91.8	%
Industrial		88.8	%		87.8	%
Total		91.9	%		90.8	%

Real Estate Taxes, net

Net real estate taxes for the year ended 2010 were $64.9 million versus $70.7 million for the year ended 2009, a decrease of $5.8 million or 8.2%. 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. The 2009 impairment loss of $35.0 million relates primarily to new development properties resulting from changes in economic conditions, our new development business plans and tenant expansion plans.

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Interest Expense, net

Net interest expense totaled $149.0 million for 2010, down $4.4 million or 2.9% from 2009. The components of net interest expense were as follows (in thousands):

	Year Ended December 31,
	2010			2009

Gross interest expense	$	153,081		$	161,015
Amortization of convertible bond discount		2,191			4,969
Over-market mortgage adjustment of acquired properties		(3,073	)		(4,061	)
Capitalized interest		(3,405	)		(8,716	)

Total	$	148,794		$	153,207

Gross interest expense totaled $153.1 million in 2010, down $7.9 million or 4.9% 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 6.2% 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 $1.0 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.

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.

(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.

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 $22.8 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. There were no similar sales activities in 2010.

Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008

Revenues

Total revenues were $572.0 million for the year ended 2009 versus $592.6 million for the year ended 2008, a decrease of $20.6 million or 3.5%. This decrease resulted from a decrease in net rental revenues of $24.8 million, which is offset by an increase in other income of $4.2 million.

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This decrease in net rental revenues resulted primarily from a decline in occupancy, a $12.5 million decrease associated with the deconsolidation of four joint ventures as of December 31, 2008, and a reduction of $3.3 million from the sale of an 80% interest in four shopping centers in October 2009. The increase in other income resulted primarily from an increase in lease cancellation income from various tenants.

Occupancy (leased space) of the portfolio as compared to the prior year was as follows:

	December 31,
	2009			2008

Shopping Centers		91.8	%		93.0	%
Industrial		87.8	%		91.6	%
Total		90.8	%		92.6	%

Expenses

Total expenses for 2009 were $382.4 million versus $412.2 million in 2008, a decrease of $29.8 million or 7.2%. This decrease resulted primarily from the $17.6 million decrease in impairment losses for certain new development properties based on current economic conditions, changes in our new development business plans, the suspension in tenant expansion plans and declines in real estate values and the $10.5 million decrease in operating expenses. The decrease in operating expenses from the prior year resulted primarily from a reduction in pre-acquisition and pre-development cost write offs and a decline in costs as a result of damage associated with Hurricane Ike in 2008. Overall, direct operating costs and expenses (operating and net real estate taxes) of operating our properties as a percentage of rental revenues were 31.3% and 31.8% in 2009 and 2008, respectively.

Interest Expense, net

Net interest expense totaled $153.2 million for 2009, down $3.1 million or 2.0% from 2008. The components of net interest expense were as follows (in thousands):

	Year Ended December 31,
	2009			2008

Gross interest expense	$	161,015		$	175,789
Amortization of convertible bond discount		4,969			8,521
Over-market mortgage adjustment of acquired properties		(4,061	)		(7,702	)
Capitalized interest		(8,716	)		(20,290	)

Total	$	153,207		$	156,318

Gross interest expense totaled $161.0 million in 2009, down $14.8 million or 8.4% from 2008. 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 2009, the weighted average debt outstanding was $2.8 billion at a weighted effective interest rate of 5.8% as compared to $3.2 billion of outstanding weighted average debt at a weighted effective interest rate of 5.5% in 2008. The decrease of $3.6 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 $3.6 million resulted primarily from loan payoffs in 2008. Capitalized interest decreased $11.6 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.

Interest and Other Income, net

Net interest and other income was $11.4 million in 2009 versus $4.3 million in 2008, an increase of $7.1 million or 165.1%. This increase resulted primarily from the fair value increase of $7.2 million in the assets held in a grantor trust related to our deferred compensation plan.

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Gain on Redemption of Convertible Senior Unsecured Notes

The gain in 2009 of $25.3 million resulted from the purchase and cancellation of $402.0 million of our 3.95% convertible senior unsecured notes at a discount to par value as compared to the $13.0 million gain from the purchase and cancellation of $37.8 million of our 3.95% convertible senior unsecured notes at a discount to par value in 2008.

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

The decrease in net equity in earnings of real estate joint ventures and partnerships of $6.6 million or 54.5% is primarily attributable to an increase in our share of impairment losses totaling $3.5 million with the remaining decrease resulting from a decline in income from our investments due to the cessation of carrying cost capitalization on several new development properties, a decline in occupancy, a note receivable write off and completions of new development and other capital activities.

Gain on Land and Merchant Development Sales

Gain on land and merchant development sales of $18.7 million in 2009 resulted primarily from the gain on sale of a land parcel, the sale of an unconsolidated joint venture interest in a shopping center in Colorado and the sale of an industrial building. The gain on land and merchant development sales of $8.3 million in 2008 resulted primarily from the sale of 24 land parcels plus the realization of a land parcel deferred gain totaling $2.1 million.

(Provision) Benefit for Income Taxes

The increase in the tax provision of $16.6 million is attributable primarily to our taxable REIT subsidiary. The benefit in 2008 associated with impairment losses and the write off of pre-development costs was greater compared to the activities in 2009. Also, in 2009 we recorded a valuation allowance of $9.6 million associated with impairment losses and established a $6.3 million deferred liability associated with book-tax basis differentials. The valuation allowance was established as the realization of these losses is dependent on generating sufficient taxable income in the years the related properties are sold.

Gain on Sale of Property

The increase in gain on sale of property of $23.3 million is attributable primarily to the sale of an 80% interest in four shopping centers in October 2009 and the disposition of 11 retail buildings at seven operating properties during 2009.

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 2011 business plan cash flows from operating activities are expected to meet our planned capital needs.

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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 capital 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 disposition of properties and cash flow generated by our operating properties. As of December 31, 2010, we had no amounts outstanding under our $500 million revolving credit facility and $80.0 million was outstanding under our $99 million credit facility, which we use for cash management purposes. While we have more than adequate capacity under our $500 million revolving credit facility to fund the $343.5 million of 2011 debt maturities (including our 3.95% convertible senior unsecured notes), the capital markets are also available if we choose to issue unsecured debt. 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.

During July 2010, we established a restricted cash collateral account of $47.6 million as part of a settlement agreement in connection with a development project in Sheridan, Colorado, which was replaced with a $46.3 million letter of credit in November 2010. In 2011, we plan to have this letter of credit released upon the remarketing of the underlying bonds. See “Contractual Obligations” for additional information.

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 $552.6 million of which our ownership percentage is $194.0 million at December 31, 2010. Scheduled principal mortgage payments on this debt, excluding non-cash related items, at 100% are as follows (in millions):

2011	$	43.3
2012		33.6
2013		55.3
2014		105.0
2015		40.5
Thereafter		272.8
Total	$	550.5

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

Retail Properties .

During 2010, we contributed the final two properties to an unconsolidated real estate joint venture for $47.3 million, which included loan assumptions of $28.1 million and the receipt of net proceeds totaling $14.0 million. We also acquired four retail shopping centers with one each in Arizona, Colorado, Florida and North Carolina for approximately $75.3 million.

Also, in 2010, we acquired a 67%-owned unconsolidated real estate joint venture interest in a retail shopping center located in California and a 58%-owned unconsolidated real estate joint venture interest in a retail shopping center located in Texas for approximately $35.8 million.

Industrial Properties.

During 2010, we acquired a distribution center and an industrial business park both located in Texas for approximately $16.8 million.

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Dispositions

Retail Properties.

During the 2010, we sold a shopping center located in Texas and a retail building at two operating properties located in Kansas and Kentucky. Gross sales proceeds from these dispositions totaled $3.0 million and generated gains of $.8 million. Also, two unconsolidated real estate joint ventures each sold a retail building located in California with aggregate gross sales proceeds totaling $4.4 million.

Industrial Properties.

During 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.

Land and Merchant Development.

During 2010, we sold two land parcels each located in Texas with gross sales proceeds of $10.6 million. Also, two unconsolidated real estate joint ventures each sold a land parcel located in Florida with gross sales proceeds totaling $2.5 million.

New Development and Capital Expenditures

At December 31, 2010, we had nine projects under construction with a total square footage of approximately 1.8 million. The majority of these properties are slated to be completed over the next three years, and we expect our investment in these properties upon completion to be $131.3 million, net of proceeds from land sales and tax incentive financing of $19.1 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 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 $189.9 million in 2010, $162.9 million in 2009 and $437.7 million in 2008. We have entered into commitments aggregating $53.1 million comprised principally of construction contracts which are generally due in 12 to 36 months.

Financing Activities:

Debt

Total debt outstanding was $2.6 billion and $2.5 billion at December 31, 2010 and 2009, respectively. Total debt at December 31, 2010 included $2.3 billion on which interest rates are fixed and $239.6 million, including the effect of $120.4 million of interest rate contracts, which bears interest at variable rates. Additionally, debt totaling $1.1 billion was secured by operating properties while the remaining $1.5 billion was unsecured. During July 2010, we established a restricted cash collateral account of $47.6 million as part of a settlement agreement in connection with a development project in Sheridan, Colorado, which was replaced with a $46.3 million letter of credit in November 2010. In February 2010, we entered into an amended and restated $500 million unsecured revolving credit facility. The $500 million unsecured revolving credit facility expires in February 2013 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 275.0 and 50.0 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 new facility amount up to $700 million. During 2010, the maximum balance and weighted average balance outstanding under both facilities combined were $80.0 million and $12.2 million, respectively, at a weighted average interest rate of 1.8%. As of February 25, 2011, no amounts were outstanding under this facility.

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. As of February 25, 2011, $75.0 million was outstanding under this facility.

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The available balance under our revolving credit facility was $448.7 million at February 25, 2011, which is net of $51.3 million in outstanding letters of credit, and the available balance under our unsecured and uncommitted overnight facility was $24.0 million at February 25, 2011.

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 all of our covenants as of December 31, 2010.

Our public debt covenant ratios as defined in our indenture agreement were as follows at December 31, 2010:

Covenant	Restriction	Actual
Debt to Asset Ratio	Less than 60.0%	45.9%
Secured Debt to Asset Ratio	Less than 40.0%	19.8%
Fixed Charge Ratio	Greater than 1.5	2.4
Unencumbered Asset Test	Greater than 100%	249.7%

In December 2009, we entered into 11 interest rate contracts with a total notional amount of $302.6 million, which had various maturities through February 2014. These contracts were designated as fair value hedges, and we determined that they were highly effective in limiting our risk of changes in the fair value of fixed-rate notes attributable to changes in variable interest rates. In February 2010, we settled $7 million of these interest rate contracts in conjunction with the repurchase of the related unsecured fixed-rate medium term notes, and a $.02 million gain was realized. In November 2010, the remaining $295.6 million of these interest rate contracts was settled for $8.9 million including accrued interest whereby net debt was increased by $8.2 million, and a gain of $.1 million was realized. The increase in net debt is being amortized to net interest expense over the remaining life of the original underlying debt instruments.

In April 2010, we entered into two interest rate contracts with a total notional amount of $71.3 million that mature in October 2017, which convert fixed interest payments at rates of 7.5% to variable interest payments. These contracts were designated as fair value hedges, and we have determined that they are highly effective in limiting our risk of changes in the fair value of fixed-rate notes attributable to changes in variable interest rates.

At December 31, 2010, we had four interest rate contracts with an aggregate notional amount of $120.4 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 .3% to 4.4%.

We also have two interest rate contracts with an aggregate notional amount of $11.8 million that were designated as cash flow hedges and fix interest rates at 2.3% and 2.4% at December 31, 2010. 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

Common and preferred dividends decreased to $158.0 million in 2010 compared to $168.6 million in 2009. The dividend rate for our common shares of beneficial interest (“common shares”) for each quarter of 2010 was $.26. The quarterly dividend rate for our common shares was $.525 for the first quarter of 2009 and $.25 from the remaining quarters of 2009. Our dividend payout ratio (as calculated as dividends paid on common shares divided by FFO - basic) for 2010, 2009 and 2008 approximated 73.1%, 62.5% and 88.5%, respectively. These ratios are inclusive of the non-cash transactions including impairment charges and the (loss) gain on the redemption of the convertible senior unsecured notes in the respective periods. Subsequent to December 31, 2010, our Board of Trust Managers approved an increase to our quarterly dividend rate to $.275 per share.

In May 2010, our shareholders approved an amendment to our declaration of trust increasing the number of our authorized common shares, $0.03 par value per share, from 150.0 million to 275.0 million.

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In December 2008, we filed a universal shelf registration which is effective for three years. We will continue to closely monitor both the debt and equity markets and carefully consider our available financing alternatives, including both public 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 $53.1 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, 2010 (in thousands):


	2011		2012		2013		2014		2015		Thereafter			Total
Mortgages and Notes Payable: (1)
Unsecured Debt	$	81,075	$	363,346	$	221,403	$	422,619	$	112,490	$	491,027	(2)	$	1,691,958
Secured Debt		151,373		185,084		218,846		206,822		187,187		506,019			1,455,331

Lease Payments		3,570		3,382		3,352		3,118		2,891		123,870			140,183

Other Obligations (3)		36,148		223											36,371

Total Contractual Obligations	$	272,166	$	552,035	$	443,601	$	632,559	$	302,568	$	1,120,916		$	3,323,843

_______________

(1)	Includes principal and interest with interest on variable-rate debt calculated using rates at December 31, 2010, excluding the effect of interest rate swaps. Also, excludes a $97.0 million debt service guaranty liability.
(2)	Includes our 3.95% convertible senior unsecured notes that mature in 2026, which have a call/put option feature beginning in 2011.
(3)	Other obligations include income and real estate tax payments, commitments associated with our secured debt, contributions to our retirement plan and other employee payments. Severance and change in control agreements have not been included as the amounts and payouts are not anticipated.

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. 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 bond liability has been paid in full or 2030 (unless such date is otherwise extended by the Agency).

In July 2009, we settled a lawsuit in connection with the above project. Among the obligations performed or to be performed by us under the terms of the settlement agreement was to cause the joint venture to purchase a portion of the bonds in the amount of $51.3 million at par, plus accrued and unpaid interest to the date of such purchase. We established a restricted cash collateral account of $47.6 million in lieu of a back-to-back letter of credit previously supporting additional bonds totaling $45.7 million. We replaced the restricted cash collateral account with a $46.3 million letter of credit in November 2010.

Also, in connection with the Sheridan, Colorado joint venture and the issuance of the related Series A bonds, we, our joint venture partner and the joint venture have also provided a performance guaranty on behalf of the Agency for the satisfaction of all obligations arising from two interest rate contracts for the combined notional amount of $97 million that matures in December 2029. We evaluated and determined that the fair value of the guaranty both at inception and December 31, 2010 was nominal.

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In conjunction with the Agency, we are currently working towards bond reissuance alternatives in which the incremental taxes and PIF would be extended an additional 10 years. If we move ahead with the reissuance plan, we would expect the outstanding senior and subordinate bonds to be recalled during the first half of 2011 and new senior and subordinate bonds to be reissued. This transaction could likely result in the receipt of approximately $16 million in cash proceeds and $57 million in new subordinated bonds replacing the face value of our $51 million of senior bonds and $22 million of subordinate bonds, which have been impaired by $11.7 million at December 31, 2010. Furthermore, upon completion of this transaction, we anticipate having to record an additional loss on the new subordinate bonds in a range between $16 million to $18 million based on revised fair value estimates using current market factors and assumptions. This transaction is dependent on many factors including the Agency’s ability to reissue the bonds which can not be assured.

We have evaluated the remaining outstanding guaranties and have determined that the fair value of these guaranties is nominal.

Off Balance Sheet Arrangements

As of December 31, 2010, 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 $52.4 million and $7.2 million were outstanding under the revolving credit facility at December 31, 2010 and 2009, 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.

An unconsolidated real estate joint venture was determined to be a variable interest entity (“VIE”) through the issuance of a secured loan since the lender has the ability to make decisions that could have a significant impact on the success of the entity. 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 on debt obtained from its investment in a joint venture. Our maximum risk of loss associated with these VIEs was limited to $56.4 million at December 31, 2010.

Funds from Operations

The National Association of Real Estate Investment Trusts (“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, including our share of unconsolidated real estate joint ventures and partnerships. We calculate FFO in a manner consistent with the NAREIT definition.

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Management uses FFO as a supplemental 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,
	2010			2009			2008
Net income attributable to common shareholders	$	10,730		$	135,626		$	109,091
Depreciation and amortization		143,393			144,211			150,137
Depreciation and amortization of unconsolidated real estate joint ventures and partnerships		20,085			18,433			11,898
Gain on sale of property		(3,069	)		(81,006	)		(70,066	)
Loss (gain) on sale of property of unconsolidated real estate joint ventures and partnerships		1			(4	)		(2	)
Funds from operations - basic and diluted	$	171,140		$	217,260		$	201,058


Weighted average shares outstanding - basic		119,935			109,546			84,474
Effect of dilutive securities:
Share options and awards		845			632			443
Weighted average shares outstanding - diluted		120,780			110,178			84,917

Newly Issued Accounting Pronouncements

In July 2010, the Financial Accounting Standards Board 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 receivables 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 is effective for us in the first quarter of 2011. We do not expect 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, 2010, we had fixed-rate debt of $2.3 billion and variable-rate debt of $239.6 million, after adjusting for the net effect of $120.4 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 $2.4 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 $8.8 million and $95.4 million, respectively.

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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, 2010 and 2009, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2010. 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, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, 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, 2010, 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 March 1, 2011 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/Deloitte & Touche LLP

Houston, Texas

March 1, 2011

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Business

We operate a portfolio of properties that include neighborhood and community shopping centers and industrial properties of approximately 71.5 million square feet. We have a diversified tenant base with our largest tenant comprising only 3.0% of total rental revenues during 2010.

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 variable interest entities which meet the guidelines for consolidation. All intercompany balances and transactions have been eliminated.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“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.

Revenue Recognition

Rental revenue is generally recognized on a straight-line basis over the term of the lease, which begins the date the leasehold improvements are substantially complete, if owned by us, or the date the tenant takes control of the space, if the leasehold improvements are owned by the tenant. 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 addition, 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.

Real Estate Joint Ventures and Partnerships

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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.

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, which 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. Effective 2009, acquisition costs are expensed as incurred.

Property also includes costs incurred in the development of new operating properties and properties in our merchant development program. Merchant development is a program in which we develop a project with the objective of selling all or part of it, instead of retaining it in our portfolio on a long-term basis. Also, disposition of land parcels and non-operating properties are included in this program. 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.

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 financial statements.

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.

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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. Impairments, primarily related to land held for development, of $5.2 million, $38.8 million and $52.5 million were recognized for the year ended December 31, 2010, 2009 and 2008, respectively. 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 continue to 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 value of an investment below its carrying amount is other than temporary. For the year ended December 31, 2010, an impairment loss of $15.8 million was 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 4 for additional information. No impairment on these investments was recorded for the year ended December 31, 2009 and 2008. However, due to the current credit and real estate market conditions, there is no certainty that impairments would not occur in the future.

Our investments in tax increment revenue bonds, which were classified as held to maturity during 2010, are reviewed for impairment, if events or circumstances change indicating that the carrying amount of the investment may not be recoverable. Realization is dependent on a number of factors, including investment performance and market conditions. 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, and it is uncertain if the investment will be held to maturity. For the year ended December, 31, 2010, we recorded an $11.7 million impairment associated with our investment in the subordinated tax increment revenue bonds (see Note 18 for further information). No such impairment was recorded for the year ended December 31, 2009 and 2008. On December 31, 2010, the tax increment revenue bonds have been classified as available for sale based on our anticipation that the bonds may be reissued during 2011.

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.

Fair Value Measurements

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.

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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.

Sales of Real Estate

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.

Accrued Rent and Accounts Receivable, net

Receivable balances outstanding 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.

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. At December 31, 2010 and 2009, we had $1.8 million and $1.6 million of restricted cash, respectively, and $8.4 million and $11.1 million held in escrow related to our mortgages, respectively.

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Other Assets, net

Other assets include an asset related to the debt service guaranty (see Note 6 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 Statements of Consolidated Income 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 apply 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.

Per Share Data

Earnings per common share – basic is computed using net income attributable to common shareholders and the weighted average shares outstanding. Earnings per common share – diluted include the effect of potentially dilutive securities. 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):

	Year Ended December 31,
	2010		2009		2008

Numerator:
Net income attributable to common shareholders – basic and diluted	$	10,730	$	135,626	$	109,091

Denominator:
Weighted average shares outstanding – basic		119,935		109,546		84,474
Effect of dilutive securities:
Share options and awards		845		632		443
Weighted average shares outstanding – diluted		120,780		110,178		84,917

Options to purchase common shares of beneficial interest (“common shares”) of 3.5 million, 3.1 million and 2.4 million for the year ended December 31, 2010, 2009 and 2008, respectively, were not included in the calculation of net income per common share - diluted as the exercise prices were greater than the average market price for the year. For the year ended December 31, 2010, 2009 and 2008, 1.7 million, 2.0 million and 2.4 million, respectively, of operating partnership units were not included in the calculation of net income per common share – diluted because these units had an anti-dilutive effect.

Income Taxes

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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 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.

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 United States. 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.

Cash Flow Information

We issued common shares valued at $.7 million, $14.3 million and $2.3 million during 2010, 2009 and 2008, respectively, in exchange for interests in real estate joint ventures and partnerships, which had been formed to acquire properties. We also accrued $6.9 million, $10.7 million and $25.8 million at December 31, 2010, 2009 and 2008, respectively, associated with the construction of property. Cash payments for interest on debt, net of amounts capitalized, of $140.3 million, $156.5 million and $154.8 million were made during 2010, 2009 and 2008, respectively. Cash payments of $2.1 million, $3.1 million and $5.1 million for income taxes were made during 2010, 2009 and 2008, respectively.

In connection with the sale of an 80% interest in two properties during 2010, we retained a 20% unconsolidated investment of $9.8 million. In addition, this transaction resulted in the unconsolidated joint venture assuming debt totaling $28.1 million.

Effective April 1, 2010, two previously unconsolidated joint ventures were consolidated within our consolidated financial statements. The resulting non-cash investing and financing activities were as follows (in thousands):

Increase in other assets	$	148,255
Decrease in notes receivable from real estate joint ventures and partnerships		123,912
Increase in debt, net		101,741
Increase in property, net		32,940
Decrease in other liabilities, net		21,858
Decrease in noncontrolling interests		18,573

Also, in April 2010, we acquired a partner’s noncontrolling interests in a consolidated real estate joint venture that reduced equity by $.9 million.

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In association with property acquisitions and investments in unconsolidated real estate joint ventures, the non-cash investing and financing activities were as follows (in thousands):

	Year Ended December 31,
	2010		2009	2008

Increase in debt, net	$	27,302
Increase (decrease) in investment in property		18,376		$	(15,414	)
Increase in real estate joint ventures and partnerships - investments					11,285
Increase in notes receivable from real estate joint ventures and partnerships and other receivables - advances					6,948
Increase in noncontrolling interests					634
Increase in restricted deposits and mortgage escrows		498			193
Increase in other, net		302			17

In connection with the sale of improved properties during 2009, we received notes receivable totaling $.2 million and a mortgage of $9.1 million was assumed by the purchaser. In connection with the sale of an 80% interest in four properties, we retained a 20% unconsolidated investment of $19.1 million. Also, our investment in real estate joint ventures and a non-cash contingent liability was reduced by $41 million as result of the cash settlement associated with a lawsuit in 2009.

In connection with the sale of improved properties during 2008, we received notes receivable totaling $6.0 million. Net assets and liabilities were reduced by $68.3 million during 2008 from the reorganization of four joint ventures, which were previously consolidated. In addition, we recorded a $41 million non-cash contingent liability as an increase to our investment in real estate joint ventures and partnerships and accrued $8.5 million for property damages associated with Hurricane Ike.

Accumulated Other Comprehensive Loss

As of December 31, 2010, the balance in accumulated other comprehensive loss relating to derivatives and our retirement liability was $11.7 million and $10.1 million, respectively. As of December 31, 2009, the balance in accumulated other comprehensive loss relating to derivatives and our retirement liability was $14.4 million and $9.6 million, respectively.

Reclassifications

The reclassification of prior years’ operating results for certain properties to discontinued operations was made to conform to the current year presentation. This reclassification had no impact on previously reported net income, earnings per share, the consolidated balance sheet or cash flows .

Note 2. Newly Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2009-17 (“ASU 2009-17”), “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU 2009-17 updated Accounting Standards Codification (“ASC") 810, “Consolidations” and was intended to improve an organization’s variable interest entity reporting. It required a change in the analysis used to determine whether an entity has a controlling financial interest in a variable interest entity, including the identification of the primary beneficiary of a variable interest entity. The holder of the variable interest is defined as the primary beneficiary if it has both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. ASU 2009-17 also requires additional disclosures about an entity’s variable interest entities. The update was effective for us on January 1, 2010. Implementation of ASU 2009-17 did not impact our previous determinations of primary beneficiary status, but it resulted in additional disclosures included on the face of the Consolidated Balance Sheets and in Note 3.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which provides for new disclosures, as well as clarification of existing disclosures on fair value measurements including employers’ disclosures about postretirement benefit plan assets. The update was effective for us beginning January 1, 2010, and its adoption did not materially impact our consolidated financial statements.

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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 receivables 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 is effective for us in the first quarter of 2011. The adoption did not materially impact our consolidated financial statements nor do we anticipate the future adoption to materially impact our consolidated financial statements.

In December 2010, the FASB issued Accounting Standards Update No. 2010-29, “Disclosures of Supplementary Pro Forma Information for Business Combinations,” which clarifies that an entity should disclose revenue and earnings of the combined entity as though the business combination occurred during the current year as of the beginning of the comparable prior annual reporting period only. The update also expands disclosures on the supplemental pro forma. The update is effective for us beginning January 1, 2011; however, early adoption is permitted. We adopted this update as of December 31, 2010, and its adoption resulted in the disclosures included in Note 4.

Note 3. Variable Interest Entities

Management determines whether an entity is a variable interest entity (“VIE”) and, if so, determines which party is the primary beneficiary by analyzing if 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.

Risks associated with our involvement with our VIEs include primarily the potential of funding the VIE’s debt obligations or making additional contributions to fund the VIE’s operations.

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. Our maximum exposure to loss associated with these joint ventures is primarily limited to our guaranties of the debt, which were approximately $157.4 million at December 31, 2010.

Assets held by our consolidated VIEs approximate $280.3 million and $291.6 million at December 31, 2010 and 2009, respectively. Of these assets, $253.6 million and $260.3 million at December 31, 2010 and 2009, respectively, are collateral for debt.

Restrictions on the use of these assets are significant because they are collateral for the VIEs’ debt, and we would be required to obtain our partners’ approval in accordance with the joint venture agreements on any major transactions. The impact of these transactions on our consolidated financial statements has 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 as of December 31, 2010.

Unconsolidated VIEs:

We also have unconsolidated real estate joint ventures which engage in operating or developing real estate that have been determined to be VIEs due to agreements entered into by the joint ventures. We were not determined to be the primary beneficiary of the VIEs.

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An unconsolidated real estate joint venture was determined to be a VIE through the issuance of a secured loan since the lender has the ability to make decisions that could have a significant impact on the success of the entity. 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 on debt obtained from its investment in a joint venture. A summary of our unconsolidated VIEs is as follows (in thousands):

Period	Investment in Real Estate Joint Ventures and Partnerships, net (1)		Maximum Risk of Loss (2)
December 31, 2010	$	11,581	$	56,448
December 31, 2009	$	7,088	$	58,061

_______________

(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 4. Business Combinations

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 the joint ventures were recorded on our consolidated balance sheet at their estimated fair values as of April 1, 2010, with our partner’s share of the resulting net deficit 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 active 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 rates ranging from 8% to 17%, a terminal cap rate for similar properties, and factors that we believe market participants would consider in estimating fair value. The results of the joint ventures are included in our Statements of Consolidated Income and Comprehensive Income beginning April 1, 2010.

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The following table summarizes the transactions related to the business combinations, including the assets acquired and liabilities assumed as of April 1, 2010 (in thousands):

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

Amounts recognized for assets and liabilities assumed:
Assets:
Property	$	32,940
Unamortized Debt and Lease Costs		5,182
Accrued Rent and Accounts Receivable		213
Cash and Cash Equivalents		1,522
Other, net (1)		151,464
Liabilities:
Debt, net (2)		(101,741	)
Accounts payable and accrued expenses		(647	)
Other, net		(1,334	)
Total Net Assets	$	87,599

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

_______________

(1)

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

(2)

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

The fair value measurements are subject to change until our information is finalized, which will be no later than twelve months from the business combination date.

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 Statements of Consolidated Income and Comprehensive Income. For the year ended December 31, 2010, the impact of this consolidation increased revenues by $1.6 million and decreased net income attributable to common shareholders by $2.5 million.

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

	Year Ended December 31,
	Pro Forma		Pro Forma
	2010 (1)		2009 (1)

Revenues	$	555,089	$	573,314
Net income	$	50,715	$	169,575
Net income attributable to common shareholders	$	10,522	$	135,249
Earnings per share - basic	$	.09	$	1.23
Earnings per share - diluted	$	.09	$	1.23

_______________

(1)

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

Note 5. Derivatives and Hedging

Our policy is to manage interest cost using a mixture 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 assets or liabilities as a fair value or cash flow hedge.

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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.

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. At December 31, 2010, we had two active cash flow hedges as described below.

During 2010, two interest rate contracts were designated as cash flow hedges with an aggregate notional amount of $11.8 million, which have maturities through September 2017, and fix interest rates at 2.3% and 2.4%. We have determined that these contracts are highly effective in offsetting future variable interest cash flows. As of December 31, 2010, the fair value of these derivatives was $.09 million and $.1 million and is included in net other assets and net other liabilities, respectively.

As of December 31, 2010 and 2009, the balance in accumulated other comprehensive loss relating to cash flow interest rate contracts was $11.7 million and $14.4 million, respectively, and will be reclassified to net interest expense as interest payments are made on our fixed-rate debt. Amounts reclassified from accumulated other comprehensive loss to net interest expense were $2.6 million in 2010, $2.5 million in 2009 and $2.1 million in 2008. 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.

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.

In December 2009, we entered into 11 interest rate contracts with a total notional amount of $302.6 million, which had various maturities through February 2014. In February 2010, we settled $7.0 million of these interest rate contracts in conjunction with the repurchase of the related unsecured fixed-rate medium term notes, and a $.02 million gain was realized. In November 2010, the remaining $295.6 million of these interest rate contracts was settled for $8.9 million including accrued interest whereby net debt was increased by $8.2 million, and a gain of $.1 million was realized. The increase in net debt is being amortized to net interest expense over the remaining life of the original underlying debt instruments.

As of December 31, 2010, we had four interest rate contracts with an aggregate notional amount of $120.4 million 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 .3% to 4.4%. As of December 31, 2009, we had 13 interest rate contracts with an aggregate notional amount of $352.6 million, of which $352.6 million is designated as fair value hedges that convert fixed interest payments at rates ranging from 4.2% to 7.5% to variable interest payments ranging from .3% to 6.1%. 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.

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For the year ended December 31, 2010, 2009 and 2008, we recognized a net reduction in interest expense of $6.7 million, $2.1 million and $.8 million, respectively, related to our fair value hedges, which includes net settlements and any amortization adjustment of the basis in the hedged item. Also, for the year ended December 31, 2010, we recognized a gain of $1.0 million associated with hedge ineffectiveness with no such activity present in 2009 or 2008.

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, 2010:
Interest expense, net	$	17,511		$	(16,547	)	$	964

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

Year Ended December 31, 2008:
Interest expense, net	$	4,987		$	(4,987	)

Non-designated Hedges:

Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2010 and 2009, we did not have any derivatives that were designated as hedges.

During the first quarter of 2010, the initial hedging relationship was terminated on three of our interest rate contracts with a total notional amount of $97.6 million. We simultaneously re-designated $90.0 million as fair value hedges. These hedges were terminated in November 2010 (see Fair Value Hedges of Interest Rate Risk above for additional details). The changes in the fair value of the undesignated portion of the interest rate contract was recorded directly to earnings and increased net interest expense by $.05 million during 2010.

Effective April 1, 2010, we assumed control of a previously unconsolidated real estate joint venture that had an interest rate contract, which sets interest rates at 2.45% on an aggregate notional amount of $5.2 million and expires in December 2015. Prior to consolidation, the interest rate contract was designated as a cash flow hedge; however, upon consolidation, the original hedging relationship could not continue, thus in June 2010 we recognized a loss of $.2 million associated with hedge ineffectiveness. In July 2010, we re-designated this interest rate contract as a cash flow hedge (see Cash Flow Hedges of Interest Rate Risk above).

On March 20, 2008, a cash flow hedge was terminated through the issuance of $154.3 million of fixed-rate long-term debt issued by a consolidated joint venture. A loss of $12.8 million was recorded in accumulated other comprehensive loss based on the fair value of the interest rate swap contracts on that date. On March 27, 2008, the interest rate swap contracts were settled resulting in a loss of $10.0 million. For the period between the termination of the cash flow hedge and the settlement of the swap contracts, a gain of $2.8 million was recognized as a reduction of net interest expense.

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The interest rate contracts at December 31, 2010 and 2009 were reported at their fair values as follows (in thousands):

	Assets			Liabilities
Period	Balance Sheet Location	Amount		Balance Sheet Location	Amount
Designated Hedges:
December 31, 2010	Other Assets, net	$	7,192	Other Liabilities, net	$	108
December 31, 2009	Other Assets, net	$	2,601	Other Liabilities, net	$	4,634

A summary of our derivatives 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	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, 2010:
Cash Flow Interest Rate Contracts	$	(96	)	Interest expense, net	$	(2,566	)					Interest expense, net	$	(27	)
Fair Value Interest Rate Contracts								Interest expense, net	$	24,483		Interest expense, net	$	964

Year Ended December 31, 2009:
Cash Flow Interest Rate Contracts				Interest expense, net	$	(2,481	)
Fair Value Interest Rate Contracts								Interest expense, net	$	(4,528	)

Year Ended December 31, 2008:
Cash Flow Interest Rate Contracts				Interest expense, net	$	(2,095	)
Fair Value Interest Rate Contracts								Interest expense, net	$	5,819

Note 6. Debt

Our debt consists of the following (in thousands):

	December 31,		December 31,
	2010		2009

Debt payable to 2038 at 2.9% to 8.8%	$	2,389,532	$	2,506,069
Debt service guaranty liability		97,000
Unsecured notes payable under revolving credit facilities		80,000
Obligations under capital leases		21,000		23,115
Industrial revenue bonds payable to 2015 at 2.4%		1,916		2,663

Total	$	2,589,448	$	2,531,847

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

	December 31,		December 31,
	2010		2009

As to interest rate (including the effects of interest rate contracts):
Fixed-rate debt	$	2,349,802	$	2,146,133
Variable-rate debt		239,646		385,714

Total	$	2,589,448	$	2,531,847

As to collateralization:
Unsecured debt	$	1,450,148	$	1,306,802
Secured debt		1,139,300		1,225,045

Total	$	2,589,448	$	2,531,847

Effective February 11, 2010, we entered into an amended and restated $500 million unsecured revolving credit facility. The facility expires in February 2013 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 275.0 and 50.0 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 new facility amount up to $700 million.

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. Any amounts outstanding under this facility reduce the availability of our revolving credit facility.

At December 31, 2010 and 2009, no amounts under our revolving credit facility were outstanding. Letters of credit totaling $52.4 million and $7.2 million were outstanding under the revolving credit facility at December 31, 2010 and 2009, respectively. The balance outstanding under our unsecured and uncommitted overnight facility was $80.0 million at a variable interest rate of 1.8% at December 31, 2010. The available balance under our revolving credit facility was $447.6 million and $567.8 million at December 31, 2010 and 2009, respectively. During 2010, the maximum balance and weighted average balance outstanding under both facilities combined were $80.0 million and $12.2 million, respectively, at a weighted average interest rate of 1.8%. During 2009, the maximum balance and weighted average balance outstanding under the facility was $423.0 million and $168.7 million, respectively, at a weighted average interest rate of 1.5%.

We had a $575 million unsecured revolving credit facility held by a syndicate of banks, which was amended and restated in February 2010 as discussed above. Borrowing rates 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 50.0 and 15.0 basis points.

Effective April 1, 2010, we consolidated a real estate joint venture which includes 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 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 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 bond liability has been paid in full or 2030 (unless such date is otherwise extended by the Sheridan Redevelopment Agency). Therefore, a debt service guaranty liability of $97.0 million was recorded by the joint venture equal to the fair value of the amounts funded under the bonds.

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At December 31, 2010 and 2009, respectively, we had $129.9 million and $135.2 million face value of 3.95% convertible senior unsecured notes outstanding due 2026. These bonds are recorded at a discount of $1.3 million and $3.4 million as of December 31, 2010 and 2009, respectively, which will be amortized through 2011 resulting in an effective interest rate for both periods of 5.75%. Interest is payable semi-annually in arrears on February 1 and August 1 of each year. The debentures 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 debentures (an initial conversion price of $49.075). In addition, the conversion rate may be adjusted if certain change in control transactions or other specified events occur on or prior to August 4, 2011. Upon the conversion of debentures, 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. The debentures are redeemable for cash at our option beginning in 2011 for the principal amount plus accrued and unpaid interest. Holders of the debentures have the right to require us to repurchase their debentures for cash equal to the principal of the debentures plus accrued and unpaid interest in 2011, 2016 and 2021 and in the event of a change in control. Net interest expense associated with this debt for the year ended December 31, 2010, 2009 and 2008, totaled $8.0 million, $19.5 million and $33.3 million, respectively, which includes the amortization of the discount totaling $2.2 million, $5.0 million and $8.5 million, respectively. The carrying value of the equity component as of both December 31, 2010 and 2009 was $23.4 million.

In October 2009, we entered into a $26.6 million secured loan from a bank. The loan is for a four year term with a one year extension option at a floating interest rate of 375 basis points over LIBOR with a 1.50% LIBOR floor. This loan is collateralized by two properties.

In August 2009, we sold $100 million of unsecured senior notes with a coupon of 8.1% which will mature September 15, 2019. We may redeem the notes, in whole or in part, on or after September 15, 2014, at our option, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest. The net proceeds of $97.5 million were used to reduce amounts outstanding under our revolving credit facility.

In July 2009, we entered into a $70.8 million secured loan from a life insurance company. The loan is for seven years at a fixed interest rate of 7.4% and is collateralized by five properties. In September 2009, we entered into a $57.5 million secured loan from a life insurance company. The loan is for 10 years at a fixed interest rate of 7.0% and is collateralized by 10 properties. The net proceeds received from both transactions were used to reduce amounts outstanding under our revolving credit facility.

In May 2009, we entered into a $103 million secured loan from a life insurance company. The loan is for approximately 8.5 years at a fixed interest rate of 7.49% and is collateralized by four properties. The net proceeds received were invested in short-term investments and subsequently used to settle the June tender offer discussed below.

In the second quarter of 2009, we repurchased and retired $82.3 million face value of our 3.95% convertible senior unsecured notes for $70.4 million, including accrued interest. Also in 2009, we completed a cash tender offer for $422.6 million face value on a series of unsecured notes and our convertible senior unsecured notes. We purchased at par $20.6 million of unsecured fixed-rate medium term notes, with a weighted average interest rate of 7.54% and a weighted average maturity of 1.6 years, and $82.3 million of 7% senior unsecured notes due in 2011. In addition, we purchased $319.7 million face value of our 3.95% convertible senior unsecured notes for $311.1 million, including accrued interest and expenses. During the year ended December 31, 2009, the repurchases of our 3.95% convertible senior unsecured notes resulted in gains of $25.3 million.

Various leases and properties, and current and future rentals from those lease and properties, collateralize certain debt. At December 31, 2010 and 2009, the carrying value of such property aggregated $1.8 billion and $2.0 billion, respectively.

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Scheduled principal payments on our debt (excluding $80.0 million due under our revolving credit facilities, $21.0 million of certain capital leases, $7.1 million fair value of interest rate contracts, $3.9 million net premium/(discount) on debt, $12.3 million of non-cash debt-related items, and $97.0 million debt service guaranty liability) are due during the following years (in thousands):

2011	$	212,264
2012		307,598
2013		440,829
2014		387,547
2015		248,404
2016		209,209
2017		142,088
2018		64,411
2019		153,747
2020		3,772
Thereafter (1)		198,177
Total	$	2,368,046

___________________

(1)

Includes $131.3 million of our 3.95% convertible senior unsecured notes outstanding due 2026; which have a call/put option feature beginning in 2011.

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 all restrictive covenants as of December 31, 2010.

Note 7. Preferred Shares

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, in whole or in part, on or after January 30, 2012 at our option, 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. 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 currently 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 either the Series E or Series D preferred shares due to current market conditions; however, no assurance can be given if conditions change.

Note 8. Common Shares of Beneficial Interest

In May 2010, our shareholders approved an amendment to our declaration of trust increasing the number of our authorized common shares, $0.03 par value per share, from 150.0 million to 275.0 million.

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The dividend rate for our common shares for each quarter of 2010 was $.26. The quarterly dividend rate for our common shares was $.525 for the first quarter of 2009 and $.25 from the remaining quarters of 2009. Subsequent to December 31, 2010, our Board of Trust Managers approved an increase to our quarterly dividend rate to $.275 per share.

In April 2009, we issued 32.2 million common shares at $14.25 per share. Net proceeds from this offering were $439.1 million and were used to repay indebtedness outstanding under our revolving credit facilities and for other general corporate purposes.

Note 9. Property

Our property consisted of the following (in thousands):

	December 31,
	2010		2009

Land	$	925,497	$	896,010
Land held for development		170,213		182,586
Land under development		22,967		32,709
Buildings and improvements		3,610,889		3,437,578
Construction in-progress		48,228		109,513

Total	$	4,777,794	$	4,658,396

The following carrying charges were capitalized (in thousands):

	Year Ended December 31,
	2010		2009		2008

Interest	$	3,405	$	8,716	$	20,290
Real estate taxes		344		1,428		2,730

Total	$	3,749	$	10,144	$	23,020

Effective April 1, 2010, we assumed control of two 50%-owned unconsolidated 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, increasing property by $32.9 million.

During 2010, we invested $92.1 million in the acquisitions of operating properties and $19.6 million in new development projects. We sold two land parcels, a shopping center, and two retail buildings, with gross sales proceeds from these dispositions totaling $13.5 million. Also, we contributed the final two properties to an unconsolidated joint venture for $47.3 million, which included loan assumptions of $28.1 million.

Impairment charges, as described in Note 1, of $5.2 million, $38.8 million and $52.5 million were recognized for the year ended December 31, 2010, 2009 and 2008, respectively.

Note 10. Discontinued Operations

During 2010, we sold one shopping center located in Texas. During 2009, we sold 12 shopping centers and five industrial properties, of which 11 were located in Texas and two each in Arizona, New Mexico and North Carolina. The operating results of these properties, as well as any gains on the respective disposition, have been reclassified and reported as discontinued operations in the Statements of Consolidated Income and Comprehensive Income. Revenues recorded in operating income from discontinued operations totaled $.03 million in 2010, $17.0 million in 2009 and $30.1 million in 2008. Included in the Consolidated Balance Sheet at December 31, 2009 were $.3 million of property and $.2 million of accumulated depreciation related to the property sold during 2010.

In 2009, one sold property had outstanding debt of $9.1 million, which was assumed by the purchaser.

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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 was not material.

No impairment associated with discontinued operations was recognized for the year ended December 31, 2010 and 2008. For the year ended December 31, 2009, an impairment loss of $3.8 million was reported in discontinued operations.

Note 11. 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 2.0% to 12.0% at December 31, 2010 and 2.1% to 12.0% at December 31, 2009. These notes are due at various dates through 2012 and are generally secured by real estate assets. We believe these notes are fully collectible, and no allowance has been recorded. We recognized interest income on these notes as follows, in millions: $4.3 in 2010, $4.8 in 2009 and $4.0 in 2008.

In December 2010, we issued a letter of default on a matured note receivable of $24.9 million. At year end, we were in negotiations to extend this note. Subsequent to year end, the default was remedied by an extension of the note.

Note 12. Related Parties

Through our management activities and transactions with our real estate joint venture and partnerships, we had accounts receivable of $2.7 million and $4.3 million outstanding as of December 31, 2010 and 2009, respectively. We also had accounts payable and accrued expenses of $9.6 million and $10.5 million outstanding as of December 31, 2010 and 2009, respectively. For the year ended December 31, 2010, 2009 and 2008, we recorded joint venture fee income of $5.8 million, $5.7 million and $5.9 million, respectively.

During 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.

In October 2009, we entered into an agreement to contribute six retail properties located in Florida and Georgia, valued at approximately $160.8 million, to an unconsolidated real estate joint venture in which we will retain a 20% ownership interest. We closed on four properties with a total value of $114.3 million and received net proceeds of approximately $85.9 million. During the first quarter of 2010, we contributed the final two properties to this unconsolidated real estate 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 April 2009, we sold an unconsolidated joint venture interest in a property located in Colorado to our partner with gross sales proceeds of approximately $15.0 million, which were reduced by the release of a debt obligation of $11.7 million and generated a gain of $4.0 million.

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Note 13. 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%. Combined condensed financial information of these ventures (at 100%) is summarized as follows (in thousands):

	December 31,
	2010			2009

Combined Condensed Balance Sheets

Property	$	2,142,524		$	2,082,316
Accumulated depreciation		(247,996	)		(191,478	)
Property, net		1,894,528			1,890,838

Other assets, net		168,091			240,387

Total	$	2,062,619		$	2,131,225

Debt, net (primarily mortgages payable)	$	552,552		$	505,462
Amounts payable to Weingarten Realty Investors		202,092			335,622
Other liabilities, net		45,331			88,913
Total		799,975			929,997

Accumulated equity		1,262,644			1,201,228

Total	$	2,062,619		$	2,131,225

	Year Ended December 31,
	2010			2009		2008

Combined Condensed Statements of Income

Revenues, net	$	193,649		$	174,595	$	162,737

Expenses:
Depreciation and amortization		61,726			56,018		41,146
Interest, net		36,270			31,017		20,424
Operating		34,026			33,385		37,592
Real estate taxes, net		24,288			21,213		18,739
General and administrative		3,927			5,187		5,648
Provision for income taxes		237			170		407
Impairment loss		231			6,923		5,151

Total		160,705			153,913		129,107

Gain on land and merchant development sales		372					933
(Loss) gain on sale of property		(3	)		11		13
Net income	$	33,313		$	20,693	$	34,576

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Our investment in real estate joint ventures and partnerships, as reported on our Consolidated Balance Sheets, differs from our proportionate share of the entities' underlying net assets due to basis differentials, which arose upon the transfer of assets to the joint ventures. The net basis differentials, which totaled $8.8 million and $11.8 million at December 31, 2010 and 2009, 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, 2010, 2009 and 2008, our unconsolidated real estate joint ventures and partnerships recorded an impairment charge of $.2 million, $6.9 million and $5.2 million, respectively, related primarily to undeveloped land at new development properties.

Fees earned by us for the management of these real estate joint ventures and partnerships totaled $5.8 million in 2010, $5.7 million in 2009 and $5.9 million in 2008.

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

Effective April 1, 2010, we assumed control of two 50%-owned real estate unconsolidated 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, two unconsolidated joint ventures each sold a retail building located in California with aggregate gross sales proceeds totaling $4.4 million. Also, two unconsolidated real estate joint ventures each sold a land parcel located in Florida with gross sales proceeds of approximately $2.5 million.

Also, in 2010, we acquired a 67%-owned real estate unconsolidated joint venture interest in a retail shopping center located in Moreno Valley, California and we acquired a 58%-owned unconsolidated real estate joint venture interest in a retail shopping center located in Houston, Texas for approximately $35.8 million.

In October 2009, we entered into an agreement to contribute six retail properties located in Florida and Georgia, valued at approximately $160.8 million, to an unconsolidated joint venture in which we will retain a 20% ownership interest. In 2009, we closed on four properties with a total value of $114.3 million, and in December 2009, this joint venture entered into a $68.7 million secured loan. During the first quarter of 2010, we contributed the final two properties to this unconsolidated joint venture for $47.3 million, which included loan assumptions of $28.1 million.

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, compensation expense, impairment losses and gain from sales of property. As a result of these differences, the book value of our net fixed assets exceeds the tax basis by $38 million at December 31, 2010 and $119 million at December 31, 2009.

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The following table reconciles net income to REIT taxable income for the year ended December 31, 2010, 2009 and 2008 (in thousands):

	2010			2009			2008

Net income adjusted for noncontrolling interests	$	46,206		$	171,102		$	145,652
Net loss of taxable REIT subsidiaries included above		22,450			8,966			34,803
Net income from REIT operations		68,656			180,068			180,455
Book depreciation and amortization including discontinued operations		151,108			151,888			157,893
Tax depreciation and amortization		(95,848	)		(133,537	)		(144,816	)
Book/tax difference on gains/losses from capital transactions		1,233			(6,137	)		35,891
Deferred/prepaid/above and below market rents, net		(5,076	)		(12,489	)		(20,113	)
Impairment loss from REIT operations		28,376			21,862			31,461
Other book/tax differences, net		(22,785	)		28,097			(25,238	)
REIT taxable income		125,664			229,752			215,533
Dividends paid deduction		(125,664	)		(229,752	)		(215,533	)
Dividends paid in excess of taxable income	$	-		$	-		$	-

The dividends paid deduction in 2010, 2009 and 2008 includes designated dividends of $3.8 million from 2011, $61.2 million from 2010 and $4.7 million from 2009, respectively.

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

	2010			2009			2008

Ordinary income		79.1	%		68.1	%		45.5	%
Capital gain distributions		20.9	%		31.9	%		54.5	%

Total		100.0	%		100.0	%		100.0	%

Our taxable REIT subsidiary is subject to federal, state and local income taxes. We have recorded a federal income tax (benefit) provision of $(1.2) million, $4.4 million and $(12.1) million for the year ended December 31, 2010, 2009 and 2008, respectively. We did not have a current tax obligation as of December 31, 2010 and 2009 in association with this tax; however, we had a current tax receivable of $2.8 million as of December 31, 2009.

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

	December 31,
	2010			2009

Deferred tax assets:
Impairment loss	$	13,584		$	13,945
Allowance on other assets		1,423			1,428
Interest expense		7,256			3,643
Net operating loss carryforward		4,684			1,509
Other		672			447
Total deferred tax assets		27,619			20,972
Valuation allowance		(15,818	)		(9,605	)
Total deferred tax assets, net of allowance	$	11,801		$	11,367

Deferred tax liabilities:
Straight-line rentals	$	1,290		$	506
Book-tax basis differential		4,708			6,346
Total deferred tax liabilities	$	5,998		$	6,852

At December 31, 2010 and 2009, we have recorded a net deferred tax asset of $11.8 million and $11.4 million, respectively; including the benefit of $13.6 million and $13.9 million, respectively, of impairment losses, which will not be recognized until the related properties are sold. Realization is dependent on generating sufficient taxable income in the year the property is sold. Management believes it is more likely than not that a portion of these deferred tax assets, which primarily consists of impairment losses, will not be realized and established a valuation allowance totaling $15.8 million and $9.6 million as of December 31, 2010 and 2009, respectively. However, the amount of the deferred tax asset considered realizable could be reduced if estimates of future taxable income are reduced.

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.

For the year ended December 31, 2010, 2009 and 2008, we recorded a provision for the Texas Franchise Tax of $1.4 million, $1.9 million and $2.2 million, respectively. The deferred tax assets associated with this tax each totaled $.1 million as of December 31, 2010 and 2009, and the deferred tax liabilities totaled $.2 million and $.1 million as of December 31, 2010 and 2009, respectively. Also, a current tax obligation of $1.6 million and $2.1 million has been recorded at December 31, 2010 and 2009, respectively, in association with this tax.

Note 15. 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). Future minimum rental income from non-cancelable tenant leases at December 31, 2010, in millions, is: $404.3 in 2011; $349.3 in 2012; $286.3 in 2013; $224.6 in 2014; $168.1 in 2015; and $572.7 thereafter. The future minimum rental amounts do not include estimates for contingent rentals. Such contingent rentals, in millions, aggregated $115.5 in 2010, $119.5 in 2009 and $131.7 in 2008.

Note 16. Commitments and Contingencies

We are 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 month 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.

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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):

2011	$	3,570
2012		3,382
2013		3,352
2014		3,118
2015		2,891
Thereafter		123,870
Total	$	140,183

Rental expense for operating leases was, in millions: $5.3 in 2010; $5.0 in 2009 and $4.0 in 2008.

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):

2011	$	36,882
2012		33,538
2013		29,579
2014		23,836
2015		18,677
Thereafter		86,066
Total	$	228,578

Property under capital leases that is included in buildings and improvements consisted of two shopping centers totaling $16.8 million at December 31, 2010 and three shopping centers totaling $19.1 million at December 31, 2009. 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, 2010 and 2009 was $9.8 million and $11.0 million, respectively. Future minimum lease payments under these capital leases total $35.5 million, with annual payments due, in millions, $1.7 in 2011, $1.8 in each of 2012, 2013, 2014 and 2015; and $26.6 thereafter. The amount of these total payments representing interest is $14.5 million. Accordingly, the present value of the net minimum lease payments was $21.0 million at December 31, 2010.

As of December 31, 2010, we participate in five real estate ventures structured as DownREIT partnerships that have properties in Arkansas, California, Georgia, 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 put their interest to 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 and 2009, we issued common shares valued at $.7 million and $14.3 million, respectively, in exchange for certain of these interests. The aggregate redemption value of these interests was approximately $39 million and $33 million as of December 31, 2010 and 2009, respectively.

In January 2007, we acquired two retail properties in Arizona. This purchase transaction includes an earnout provision of approximately $29 million that is contingent upon the subsequent development of space by the property seller. This contingency agreement expired in July 2010 and was settled for $6.4 million in January 2011. As of December 31, 2010 and 2009, the estimated obligation was $6.4 million and $4.7 million, respectively. Since inception of this obligation, $12.5 million had been paid through December 31, 2010. Amounts paid or accrued under such earnouts are treated as additional purchase price and capitalized to the related property.

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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 material contamination which may have been caused by us or any of our tenants that would have a material adverse 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 increased liabilities to us.

Related to our investment in a development project in Sheridan, Colorado that prior to April 1, 2010 was held in an unconsolidated real estate joint venture, 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. 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 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).

We have evaluated the remaining outstanding guaranties and have determined that the fair value of these guaranties is nominal.

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 adverse effect on our consolidated financial statements.

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Note 17. Identified Intangible Assets and Liabilities

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

	December 31,
	2010			2009

Identified Intangible Assets:
Above-Market Leases (included in Other Assets, net)	$	16,825		$	17,278
Above-Market Leases – Accumulated Amortization		(10,507	)		(11,471	)
Below-Market Assumed Mortgages (included in Debt, net)		5,722			2,072
Below-Market Assumed Mortgages – Accumulated Amortization		(1,157	)		(805	)
Valuation of In Place Leases (included in Unamortized Debt and Lease Cost, net)		71,272			57,610
Valuation of In Place Leases – Accumulated Amortization		(35,984	)		(32,361	)

	$	46,171		$	32,323

Identified Intangible Liabilities:
Below-Market Leases (included in Other Liabilities, net)	$	37,668		$	36,951
Below-Market Leases – Accumulated Amortization		(23,585	)		(21,794	)
Above-Market Assumed Mortgages (included in Debt, net)		48,149			52,171
Above-Market Assumed Mortgages – Accumulated Amortization		(31,288	)		(31,329	)

	$	30,944		$	35,999

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 $1.7 million, $2.5 million and $3.5 million in 2010, 2009 and 2008, 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):

2011	$	1,331
2012		801
2013		714
2014		694
2015		676

The amortization of the in place lease intangible assets recorded in depreciation and amortization, was $5.9 million, $8.2 million and $8.5 million in 2010, 2009 and 2008, respectively. The estimated amortization of this intangible asset will increase depreciation and amortization for each of the next five years as follows (in thousands):

2011	$	4,775
2012		3,977
2013		3,150
2014		2,639
2015		2,084

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The amortization of above-market and below-market assumed mortgages decreased net interest expense by $3.1 million, $4.4 million and $8.0 million in 2010, 2009 and 2008, 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):

2011	$	1,949
2012		916
2013		472
2014		500
2015		513

Note 18. 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 redevelopment project in Sheridan, Colorado. The senior tax increment revenue bonds are 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 is 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 redevelopment 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 the majority of our inputs are 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 is equal to its fair value.

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.

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Assets and liabilities measured at fair value on a recurring basis as of December 31, 2010 and 2009, aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows (in thousands):

	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

	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, 2009
Assets:
Investments in grantor trusts	$	13,894				$	13,894
Derivative instruments:
Interest rate contracts			$	2,601			2,601
Total	$	13,894	$	2,601		$	16,495

Liabilities:
Derivative instruments:
Interest rate contracts			$	4,634		$	4,634
Deferred compensation plan obligations	$	13,894					13,894
Total	$	13,894	$	4,634		$	18,528

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

	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

__________________

(1)

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

(2)

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

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Nonrecurring Fair Value Measurements:

Property 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, 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.

Subordinate Tax Increment Revenue Bonds and Subordinate Tax Increment Revenue Note Impairments

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 during 2010, aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows (in thousands):

	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)
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	)

In accordance with our policy of evaluating and recording impairments on the disposal of long-lived assets, a 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 for the period. Management’s estimate of the fair value of this property was determined using third party broker valuations for the Level 3 inputs.

In addition, 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 inflations 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 receivables 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. Notes with a carrying value of $184.8 million and $317.8 million at December 31, 2010 and 2009, respectively, have a fair value of approximately $188.0 million and $317.8 million, respectively.

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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. Fixed-rate debt with a carrying value of $2.3 billion and $2.1 billion at December 31, 2010 and 2009, respectively has a fair value of approximately $2.4 billion and $2.0 billion, respectively. Variable-rate debt with carrying values of $239.6 million and $385.7 million as of December 31, 2010 and 2009, respectively, has fair values of approximately $252.2 million and $373.4 million, respectively.

Note 19. Share Options and Awards

We have a Long-Term Incentive Plan for the issuance of options and share awards, of which .01 million is available for the future grant of options or awards at December 31, 2010. This plan expires in April 2011. The share options granted to non-officers vest over a three-year period beginning after the grant date, and share options and restricted shares for officers vest 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.

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 2.8 million is available for the future grant of options or awards at December 31, 2010. This plan expires in May 2020. Currently, these 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 both the Long-Term Incentive Plan and the Amended and Restated 2010 Long-Term Incentive Plan (collectively, the “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. In the Plans, these options 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. Compensation expense, net of forfeitures, associated with share options and restricted shares totaled $4.9 million in 2010, $4.2 million in 2009 and $4.9 million in 2008, of which $1.2 million in both 2010 and 2009 and $1.3 million in 2008, was capitalized.

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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 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. The fair value and weighted average assumptions are as follows:

	Year Ended December 31,
	2010			2009			2008

Fair value per share option	$	5.42		$	1.99		$	3.07
Dividend yield		5.3	%		5.2	%		5.1	%
Expected volatility		38.8	%		31.3	%		18.8	%
Expected life (in years)		6.2			6.2			6.2
Risk-free interest rate		2.9	%		1.7	%		2.8	%

Following is a summary of the option activity for the three years ended December 31, 2010:

				Weighted
	Shares			Average
	Under			Exercise
	Option			Price

Outstanding, January 1, 2008		2,840,290		$	32.66
Granted		832,106			32.22
Forfeited or expired		(174,376	)		35.85
Exercised		(180,365	)		21.99
Outstanding, December 31, 2008		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

The total intrinsic value of options exercised was $1.8 million in 2010, $0.02 million in 2009 and $2.2 million in 2008. As of December 31, 2010 and 2009, there was approximately $3.8 million and $3.2 million, respectively, of total unrecognized compensation cost related to unvested share options, which is expected to be amortized over a weighted average of 2.5 years for both periods.

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The following table summarizes information about share options outstanding and exercisable at December 31, 2010:

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

$	11.85 - $17.78		1,076,520	8.2 years	$	11.85				243,529	$	11.85	8.2 years

$	17.79 - $26.69		1,143,273	5.0 years	$	23.03				640,585	$	23.31	1.5 years

$	26.70 - $40.05		1,914,766	5.3 years	$	34.25				1,486,801	$	34.83	4.7 years

$	40.06 - $49.62		479,713	5.9 years	$	47.46				395,837	$	47.46	5.9 years

Total			4,614,272	5.9 years	$	27.62	$	-		2,766,752	$	31.95	4.4 years	$	-

A summary of the status of unvested restricted shares for the year ended December 31, 2010 is as follows:

	Unvested
	Restricted			Weighted
	Share			Average Grant
	Awards			Date Fair Value

Outstanding, January 1, 2010		363,236		$	19.40
Granted		160,353			22.93
Vested		(126,387	)		24.14
Forfeited		(405	)		11.85
Outstanding, December 31, 2010		396,797		$	19.32

As of December 31, 2010 and 2009, there was approximately $5.1 million and $4.6 million, respectively, of total unrecognized compensation cost related to unvested restricted shares, which is expected to be amortized over a weighted average of 2.8 years and 2.7 years, respectively.

Note 20. Employee Benefit Plans

Effective April 1, 2002, we converted a noncontributory pension plan to a noncontributory cash balance retirement plan ("Retirement Plan") under which each participant received an actuarially determined opening balance. 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 based on the ten-year US Treasury Bill rate not to be less than 2.05%. Vesting generally occurs after three years of service. Certain participants were grandfathered under the prior pension plan formula. In addition to the plan described above, effective September 1, 2002, we 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 a service credit ranging from 3-5% of compensation, depending on years of service, and an interest credit of 7.5%. Vesting generally occurs after three 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.

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 $720,000, ($117,000) and zero, respectively.

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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. The measurement dates for plan assets and obligations were December 31, 2010 and 2009.

	Fiscal Year End
	2010			2009
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year	$	51,333		$	46,148
Service cost		3,325			3,571
Interest cost		3,212			2,931
Actuarial loss		1,769			422
Benefit payments		(1,764	)		(1,739	)
Benefit obligation at end of year	$	57,875		$	51,333

Change in Plan Assets:
Fair value of plan assets at beginning of year	$	23,509		$	15,472
Actual return on plan assets		2,600			4,219
Employer contributions		2,681			5,557
Benefit payments		(1,764	)		(1,739	)
Fair value of plan assets at end of year	$	27,026		$	23,509

Unfunded Status at End of Year:	$	30,849		$	27,824

Accumulated benefit obligation	$	57,418		$	50,732

Amounts recognized in accumulated other comprehensive loss consist of:
Net loss	$	10,296		$	9,908
Prior service credit		(235	)		(352	)
Total amount recognized	$	10,061		$	9,556

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

	2010			2009			2008

Net loss (gain)	$	1,132		$	(2,407	)	$	9,231
Amortization of net gain		(744	)		(947	)		(256	)
Amortization of prior service cost		117			117			117
Total recognized in other comprehensive income	$	505		$	(3,237	)	$	9,092


Total recognized in net periodic benefit costs and other comprehensive income	$	5,704		$	2,705		$	12,093

The following is the required information for plans with an accumulated benefit obligation in excess of plan assets at each year end:

	2010		2009

Projected benefit obligation	$	57,875	$	51,333
Accumulated benefit obligation		57,418		50,732
Fair value of plan assets		27,026		23,509

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At December 31, 2010 and 2009, the Retirement Plan was underfunded by $4.5 million and $4.6 million, respectively, and is included in accounts payable and accrued expenses. The SRP was underfunded by $26.3 million and $23.2 million, respectively, and is included in other net liabilities.

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

	2010			2009			2008

Service cost	$	3,325		$	3,571		$	2,414
Interest cost		3,212			2,931			2,639
Expected return on plan assets		(1,965	)		(1,391	)		(1,832	)
Prior service cost		(117	)		(117	)		(117	)
Recognized loss (gain)		744			947			(104	)

Total	$	5,199		$	5,941		$	3,000

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

	2010			2009			2008

Discount rate – Retirement Plan and SRP		5.82	%		6.00	%		6.25	%
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	%		8.50	%

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 2010.

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

	2010			2009			2008

Discount rate – Retirement Plan and SRP		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	%

The expected contribution to be paid for the Retirement Plan by us during 2011 is approximately $2.3 million. The expected benefit payments for the next ten years for both plans are as follows, in millions: $1.9 in 2011, $4.6 in 2012; $2.1 in 2013; $2.8 in 2014, $4.8 in 2015 and $27.0 in 2016 through 2020.

The participant data used in determining the liabilities and costs for the Retirement Plan was collected as of January 1, 2010, and no significant changes have occurred through December 31, 2010. The participant data used in determining the liabilities and costs for the SRP was collected as of December 31, 2010.

Our investment policy for our plan assets has been to set forth 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.

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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 on at least a semi-annual basis in order 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 time horizon; risk tolerance and investment return objectives. The primary factor for consideration of asset allocation is demographics of the plan, including, attained age and future service. The allocation is based on a broad market diversification model and the percentage allocation to each investment category will vary depending upon market conditions. Rebalancing of the allocation of plan assets occurs semi-annually.

At December 31, 2010, our investment asset allocation compared to our benchmarking allocation model was as follows:

	Portfolio %			Benchmark %

Cash		7	%		4	%
US Stocks		40	%		54	%
Non-US Stocks		20	%		9	%
Bonds		32	%		33	%
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 (in thousands):

	December 31,
	2010			2009

Cash and short-term investments		3	%		3	%
Mutual funds – equity		63	%		61	%
Mutual funds – fixed income		34	%		36	%

Total		100	%		100	%

Concentrations of risk within our equity portfolio are investments classified within the financial services sector, the industrial materials sector, the healthcare sector and the consumer goods sector representing approximately 16%, 13%, 13% and 11%, of total equity investments, respectively.

We also 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 based on 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. See Note 18 for the disclosures associated with the fair value of the deferred compensation plan.

Note 21. 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.

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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 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):

	Shopping
	Center		Industrial		Other			Total


Year Ended December 31, 2010:
Revenues	$	493,890	$	51,961	$	8,816		$	554,667
Net Operating Income		347,838		35,544		619			384,001
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	$	511,421	$	53,070	$	7,497		$	571,988
Net Operating Income (Loss)		362,065		36,917		(598	)		398,384
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

Year Ended December 31, 2008:
Revenues	$	529,527	$	54,314	$	8,806		$	592,647
Net Operating Income (Loss)		370,099		38,611		(143	)		408,567
Equity in Earnings (Loss) of Real Estate Joint Ventures and Partnerships, net		15,012		1,428		(4,244	)		12,196
Capital Expenditures		247,723		22,315		29,052			299,090

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

As of December 31, 2009:
Investment in Real Estate Joint Ventures and Partnerships, net	$	277,130	$	38,118	$	-		$	315,248
Total Assets		3,335,198		353,736		1,201,451			4,890,385

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

	2010			2009			2008

Total Segment Net Operating Income	$	384,001		$	398,384		$	408,567
Depreciation and Amortization		(151,101	)		(147,877	)		(149,795	)
Impairment Loss		(33,317	)		(34,983	)		(52,539	)
General and Administrative		(25,000	)		(25,930	)		(25,761	)
Interest Expense, net		(148,794	)		(153,207	)		(156,318	)
Interest and Other Income, net		9,825			11,427			4,333
(Loss) Gain on Redemption of Convertible Senior Unsecured Notes		(135	)		25,311			12,961
Equity in Earnings of Real Estate Joint Ventures and Partnerships, net		12,889			5,548			12,196
Gain on Land and Merchant Development Sales					18,688			8,342
(Provision) Benefit for Income Taxes		(240	)		(6,337	)		10,220
Income from Continuing Operations	$	48,128		$	91,024		$	72,206

Note 22. 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,
	2010			2009		2008

Net income adjusted for noncontrolling interests	$	46,206		$	171,102	$	145,652
Transfers from the noncontrolling interests:
Increase in equity for operating partnership units		746			14,251		1,094
Decrease in equity for the acquisition of noncontrolling interests		(879	)
Change from net income adjusted for noncontrolling interests and transfers from the noncontrolling interests	$	46,073		$	185,353	$	146,746

Note 23. Quarterly Financial Data (Unaudited)

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

	First		Second				Third				Fourth
2010:
Revenues (1)	$	137,136	$	138,761			$	139,039			$	139,731
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)

2009:
Revenues (1)	$	144,334	$	142,415			$	143,073			$	142,166
Net income (loss) attributable to common shareholders		33,146		39,238				(9,384	)	(2)		72,626		(3)
Earnings per common share – basic		0.38		0.35				(0.08	)	(2)		0.61		(3)
Earnings per common share – diluted		0.38		0.35				(0.08	)	(2)		0.60		(3)

_______________

(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.

* * * * *

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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, 2010. 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, 2010.

There has been no change to our internal control over financial reporting during the quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT'S 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, 2010 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 and Chief Financial Officers believe that WRI's internal control over financial reporting is effective as of December 31, 2010.

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.

March 1, 2011

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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, 2010, 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, 2010, 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, 2010, of the Company and our report dated March 1, 2011, expressed an unqualified opinion on those financial statements and financial statement schedules.

/s/Deloitte & Touche LLP

Houston, Texas

March 1, 2011

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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 4, 2011.

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 4, 2011.

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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 4, 2011 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, 2010:

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

Equity compensation plans approved by shareholders	4,614,272	$ 27.62	2,766,273

Equity compensation plans not approved by shareholders	―	―	―

Total	4,614,272	$ 27.62	2,766,273

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 4, 2011 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 4, 2011 is incorporated herein by reference.

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PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a)	Financial Statements and Financial Statement Schedules:				Page

	(A)	Report of Independent Registered Public Accounting Firm			51
	(B)	Financial Statements
		(i)		Statements of Consolidated Income and Comprehensive Income for the year ended December 31, 2010, 2009 and 2008	52
		(ii)		Consolidated Balance Sheets as of December 31, 2010 and 2009	53
		(iii)		Statements of Consolidated Cash Flows for the year ended December 31, 2010, 2009 and 2008	54
		(iv)		Statements of Consolidated Equity for the year ended December 31, 2010, 2009 and 2008	55
		(v)		Notes to Consolidated Financial Statements	56
	(C)	Financial Statement Schedules:
		II	Valuation and Qualifying Accounts		104
		III	Real Estate and Accumulated Depreciation		105
		IV	Mortgage Loans on Real Estate		114

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	—	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).
3.9	—	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).
3.10	—	Sixth Amendment of the Restated Declaration of Trust dated April 20, 2001 (filed as Exhibit 3.1 to WRI's Form 8-K dated May 6, 2010 and incorporated herein by reference).

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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).

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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).

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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	—	Amended and Restated Credit Agreement dated February 22, 2006 among Weingarten Realty Investors, the Lenders Party Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.32 on WRI’s Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
10.26	—	Amendment Agreement dated November 7, 2007 to the Amended and Restated Credit Agreement (filed as Exhibit 10.34 on WRI’s Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference).
10.27†	—	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).
10.28†	—	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).
10.29†	—	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).
10.30†	—	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).
10.31†	—	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).
10.32†	—	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).
10.33†	—	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).
10.34†	—	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).
10.35†	—	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).
10.36†	—	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).
10.37†	—	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).
10.38†	—	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).
10.39†	—	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).
10.40†	—	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).
10.41†	—	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).
10.42†	—	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).

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10.43†	—	Severance and Change to Control Agreement for Stephen C. Richter 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).
10.44†	—	Amendment No. 1 to Severance and Change to Control Agreement for Johnny Hendrix dated December 20, 2008 (filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
10.45†	—	Amendment No. 1 to Severance and Change to Control Agreement for Stephen Richter dated December 31, 2008 (filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
10.46	—	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).
10.47†	—	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).
10.48	—	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).
10.49†	—	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).
10.50†	—	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).
10.51†	—	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).
10.52†	—	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).
10.53†	—	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).
10.54†	—	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).
10.55†	—	First Amendment to 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 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).
10.56†	—	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).
10.57†	—	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).
10.58	—	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).
10.59†*	—	Weingarten Realty Investors Executive Medical Reimbursement Plan and Summary Plan Description.
12.1*	—	Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Dividends.
14.1	—	Code of Conduct and Ethics for Employees, Officers and Trust Managers ( http://www.weingarten.com ).
14.2	—	Code of Ethical Conduct for Officers and Senior Financial Associates ( http://www.weingarten.com ).
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).

100

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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.

101

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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: March 1, 2011

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	Chairman	March 1, 2011
	Stanford Alexander	and Trust Manager

By:	/s/ Andrew M. Alexander	Chief Executive Officer,	March 1, 2011
	Andrew M. Alexander	President and Trust Manager

By:	/s/ James W. Crownover	Trust Manager	March 1, 2011
	James W. Crownover

By:	/s/ Robert J. Cruikshank	Trust Manager	March 1, 2011
	Robert J. Cruikshank

By:	/s/ Melvin Dow	Trust Manager	March 1, 2011
	Melvin Dow

By:	/s/ Stephen A. Lasher	Trust Manager	March 1, 2011
	Stephen A. Lasher

By:	/s/ Stephen C. Richter	Executive Vice President and	March 1, 2011
	Stephen C. Richter	Chief Financial Officer

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By:	/s/ Douglas W. Schnitzer	Trust Manager	March 1, 2011
	Douglas W. Schnitzer

By:	/s/ Joe D. Shafer	Senior Vice President/Chief Accounting Officer	March 1, 2011
	Joe D. Shafer	(Principal Accounting Officer)

By:		Trust Manager
	C. Park Shaper

By:	/s/ Marc J. Shapiro	Trust Manager	March 1, 2011
	Marc J. Shapiro

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Schedule II

WEINGARTEN REALTY INVESTORS

VALUATION AND QUALIFYING ACCOUNTS

December 31, 2010, 2009, and 2008

(Amounts in thousands)

			Charged
	Balance at		to costs				Balance
	beginning		and		Deductions		at end of
Description	of period		expenses		(A)		period

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
2008
Allowance for Doubtful Accounts	$	8,721	$	11,441	$	7,750	$	12,412

_______________

Note A - Write-offs of accounts receivable previously reserved.

Schedule III

WEINGARTEN REALTY INVESTORS

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2010

(Amounts in thousands)

	Initial Cost to Company						Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Shopping Center:

10-Federal Shopping Center	$	1,791	$	7,470	$	351	$	1,791	$	7,821	$	9,612	$	(5,651	)	$	3,961	$	(8,153	)	03/20/2008
580 Market Place		3,892		15,570		1,704		3,889		17,277		21,166		(4,116	)		17,050		-		04/02/2001
Academy Place		1,537		6,168		1,176		1,532		7,349		8,881		(2,847	)		6,034		-		10/22/1997
Alabama Shepherd Shopping Ctr		637		2,026		5,888		1,062		7,489		8,551		(3,183	)		5,368		-		04/30/2004
Angelina Village		200		1,777		9,912		1,127		10,762		11,889		(5,687	)		6,202		-		04/30/1991
Arcade Square		1,497		5,986		1,132		1,495		7,120		8,615		(1,841	)		6,774		-		04/02/2001
Argyle Village Shopping Center		4,524		18,103		1,619		4,526		19,720		24,246		(4,922	)		19,324		-		11/30/2001
Arrowhead Festival S/C		1,294		154		2,874		1,366		2,956		4,322		(1,089	)		3,233		-		12/31/2000
Avent Ferry Shopping Center		1,952		7,814		1,062		1,952		8,876		10,828		(2,379	)		8,449		(747	)	04/04/2002
Ballwin Plaza		2,988		12,039		2,227		3,017		14,237		17,254		(4,338	)		12,916		-		10/01/1999
Bartlett Towne Center		3,479		14,210		908		3,443		15,154		18,597		(4,179	)		14,418		(5,231	)	05/15/2001
Bashas Valley Plaza		1,414		5,818		3,855		1,422		9,665		11,087		(2,950	)		8,137		-		12/31/1997
Bayshore Plaza		728		1,452		1,110		728		2,562		3,290		(2,009	)		1,281		-		08/21/1981
Bell Plaza		1,322		7,151		150		1,322		7,301		8,623		(2,796	)		5,827		(7,503	)	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		3,528		13,194		80,684		93,878		(11,953	)		81,925		(34,984	)	04/28/2005
Boca Lyons Plaza		3,676		14,706		529		3,651		15,260		18,911		(3,665	)		15,246		-		08/17/2001
Boswell Towne Center		1,488		-		1,775		615		2,648		3,263		(1,202	)		2,061		-		12/31/2003
Boulevard Market Place		340		1,430		465		340		1,895		2,235		(1,043	)		1,192		-		09/01/1990
Braeswood Square Shopping Ctr.		-		1,421		1,162		-		2,583		2,583		(2,133	)		450		-		05/28/1969
Broadway & Ellsworth		152		-		1,149		356		945		1,301		(395	)		906		-		12/31/2002
Broadway Marketplace		898		3,637		859		906		4,488		5,394		(2,108	)		3,286		-		12/16/1993
Broadway Shopping Center		234		3,166		232		235		3,397		3,632		(2,317	)		1,315		(2,942	)	03/20/2008
Brookwood Marketplace		7,050		15,134		6,839		7,511		21,512		29,023		(2,186	)		26,837		(19,225	)	08/22/2006
Brookwood Square Shopping Ctr		4,008		19,753		986		4,008		20,739		24,747		(3,823	)		20,924		-		12/16/2003
Brownsville Commons		1,333		5,536		14		1,333		5,550		6,883		(658	)		6,225		-		05/22/2006
Buena Vista Marketplace		1,958		7,832		609		1,956		8,443		10,399		(2,246	)		8,153		-		04/02/2001
Bull City Market		930		6,651		44		930		6,695		7,625		(929	)		6,696		-		06/10/2005
Burbank Station		20,366		28,832		669		20,378		29,489		49,867		(2,550	)		47,317		-		07/03/2007
Calder Shopping Center		134		278		367		134		645		779		(573	)		206		-		03/31/1965
Camelback Village Square		-		8,720		525		-		9,245		9,245		(3,883	)		5,362		-		09/30/1994
Camp Creek Mktpl II		6,169		32,036		1,240		4,697		34,748		39,445		(3,888	)		35,557		(21,977	)	08/22/2006
Capital Square		1,852		7,406		1,086		1,852		8,492		10,344		(2,123	)		8,221		-		04/04/2002
Cedar Bayou Shopping Center		63		307		79		63		386		449		(360	)		89		-		09/20/1977
Centerwood Plaza		915		3,659		1,911		914		5,571		6,485		(1,185	)		5,300		-		04/02/2001
Central Plaza		1,710		6,900		2,349		1,710		9,249		10,959		(3,625	)		7,334		(9,443	)	03/03/1998
Centre at Post Oak		13,731		115		22,901		17,874		18,873		36,747		(10,738	)		26,009		-		12/31/1996
Champions Village		7,205		36,579		23		7,205		36,602		43,807		(12,431	)		31,376		(33,391	)	11/13/2008
Charleston Commons SC		23,230		36,877		1,295		23,210		38,192		61,402		(4,020	)		57,382		(30,452	)	12/20/2006
Cherokee Plaza		22,219		9,718		7		22,219		9,725		31,944		(1,144	)		30,800		(15,071	)	11/13/2008
Chino Hills Marketplace		7,218		28,872		9,410		7,234		38,266		45,500		(9,898	)		35,602		(22,569	)	08/20/2002
College Park Shopping Center		2,201		8,845		5,028		2,641		13,433		16,074		(6,781	)		9,293		(11,004	)	11/16/1998
Colonial Landing		-		16,390		12,097		-		28,487		28,487		(4,995	)		23,492		-		09/30/2008
Colonial Plaza		10,806		43,234		9,656		10,813		52,883		63,696		(13,361	)		50,335		-		02/21/2001

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Schedule III

(Continued)

	Initial Cost to Company							Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Commons at Dexter Lake I	$	2,923	$	12,007	$	25		$	2,923	$	12,032	$	14,955	$	(3,045	)	$	11,910	$	(9,743	)	11/13/2008
Commons at Dexter Lake II		2,023		6,940		67			2,023		7,007		9,030		(927	)		8,103		(3,591	)	11/13/2008
Coronado Shopping Center		246		1,009		650			246		1,659		1,905		(1,063	)		842		-		01/03/1992
Countryside Centre		13,908		26,387		633			13,943		26,985		40,928		(2,402	)		38,526		(26,166	)	07/06/2007
Countryside Centre-Albertson's		1,616		3,432		-			1,616		3,432		5,048		(300	)		4,748		-		07/06/2007
Creekside Center		1,732		6,929		1,317			1,730		8,248		9,978		(2,081	)		7,897		(8,110	)	04/02/2001
Crossroads Shopping Center		-		2,083		1,428			-		3,511		3,511		(3,256	)		255		-		05/11/1972
Cullen Place		-		-		264			-		264		264		(182	)		82		-		02/17/1966
Cullen Plaza Shopping Center		106		2,841		272			106		3,113		3,219		(2,502	)		717		(6,749	)	03/20/2008
Custer Park Shopping Center		503		2,005		8,199			2,017		8,690		10,707		(3,804	)		6,903		-		03/31/2000
Cypress Pointe		3,468		8,700		1,279			3,468		9,979		13,447		(5,095	)		8,352		-		04/04/2002
Cypress Station Square		3,736		8,374		630			2,389		10,351		12,740		(8,476	)		4,264		-		12/06/1972
Dallas Commons Shopping Center		1,582		4,969		38			1,582		5,007		6,589		(554	)		6,035		-		09/14/2006
Danville Plaza Shopping Center		-		3,360		1,800			-		5,160		5,160		(4,837	)		323		-		09/30/1960
Desert Village Shopping Center		3,362		14,969		6			3,362		14,975		18,337		(64	)		18,273		(10,970	)	10/28/2010
Discovery Plaza		2,193		8,772		334			2,191		9,108		11,299		(2,274	)		9,025		-		04/02/2001
Eastdale Shopping Center		1,423		5,809		1,728			1,417		7,543		8,960		(2,949	)		6,011		-		12/31/1997
Eastern Horizon		10,282		16		(473	)		1,569		8,256		9,825		(3,608	)		6,217		-		12/31/2002
Eastpark Shopping Center		634		3,392		(3,979	)		47		-		47		-			47		-		12/31/1970
Edgebrook Shopping Center		183		1,914		119			183		2,033		2,216		(1,656	)		560		(6,572	)	03/20/2008
Edgewater Marketplace		4,821		11,225		11			4,821		11,236		16,057		(25	)		16,032		(17,600	)	11/19/2010
El Camino Shopping Center		4,431		20,557		4,013			4,429		24,572		29,001		(3,837	)		25,164		(11,407	)	05/21/2004
Embassy Lakes Shopping Center		2,803		11,268		242			2,803		11,510		14,313		(2,376	)		11,937		-		12/18/2002
Entrada de Oro Plaza SC		6,041		10,511		1,231			6,115		11,668		17,783		(1,209	)		16,574		-		01/22/2007
Epic Village St. Augustine		283		1,171		4,023			314		5,163		5,477		(412	)		5,065		-		09/30/2009
Falls Pointe Shopping Center		3,535		14,289		123			3,522		14,425		17,947		(3,103	)		14,844		(10,610	)	12/17/2002
Festival on Jefferson Court		5,041		13,983		2,339			5,022		16,341		21,363		(2,755	)		18,608		-		12/22/2004
Fiesta Center		-		4,730		1,906			-		6,636		6,636		(3,366	)		3,270		-		12/31/1990
Fiesta Market Place		137		429		8			137		437		574		(429	)		145		(1,718	)	03/20/2008
Fiesta Trails		8,825		32,790		2,204			8,825		34,994		43,819		(7,034	)		36,785		(23,119	)	09/30/2003
Flamingo Pines Shopping Center		10,403		35,014		(18,514	)		5,335		21,568		26,903		(3,259	)		23,644		-		01/28/2005
Food King Place		140		212		481			115		718		833		(450	)		383		-		06/01/1967
Fountain Plaza		1,319		5,276		632			1,095		6,132		7,227		(2,722	)		4,505		-		03/10/1994
Francisco Center		1,999		7,997		3,913			2,403		11,506		13,909		(5,901	)		8,008		(9,996	)	11/16/1998
Freedom Centre		2,929		15,302		4,774			6,944		16,061		23,005		(2,058	)		20,947		(1,782	)	06/23/2006
Galleria Shopping Center		10,795		10,339		8,181			10,805		18,510		29,315		(1,897	)		27,418		(19,814	)	12/11/2006
Galveston Place		2,713		5,522		5,804			3,279		10,760		14,039		(7,365	)		6,674		(1,916	)	11/30/1983
Gateway Plaza		4,812		19,249		2,053			4,808		21,306		26,114		(5,267	)		20,847		(23,512	)	04/02/2001
Gateway Station		1,622		3		8,860			1,921		8,564		10,485		(821	)		9,664		-		09/30/2009
Gillham Circle		36		201		236			36		437		473		(358	)		115		-		05/04/1948
Glenbrook Square Shopping Ctr		632		3,576		54			632		3,630		4,262		(1,672	)		2,590		(5,698	)	03/20/2008
Grayson Commons		3,180		9,023		81			3,163		9,121		12,284		(1,417	)		10,867		(6,562	)	11/09/2004
Greenhouse Marketplace		992		4,901		160			992		5,061		6,053		(958	)		5,095		-		01/28/2004
Greenhouse Marketplace		3,615		17,870		1,006			3,693		18,798		22,491		(3,453	)		19,038		-		01/28/2004
Griggs Road Shopping Center		257		2,303		84			257		2,387		2,644		(2,151	)		493		(4,378	)	03/20/2008
Hallmark Town Center		1,368		5,472		914			1,367		6,387		7,754		(1,730	)		6,024		-		04/02/2001

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Schedule III

(Continued)

	Initial Cost to Company							Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Harrisburg Plaza	$	1,278	$	3,924	$	681		$	1,278	$	4,605	$	5,883	$	(3,745	)	$	2,138	$	(11,742	)	03/20/2008
Harrison Pointe Center		8,230		13,493		1,091			8,210		14,604		22,814		(2,882	)		19,932		-		01/30/2004
Heights Plaza Shopping Center		58		699		1,861			612		2,006		2,618		(1,122	)		1,496		-		06/30/1995
Heritage Station		6,253		3,989		(290	)		6,139		3,813		9,952		(727	)		9,225		(5,893	)	12/15/2006
High House Crossing		2,576		10,305		401			2,576		10,706		13,282		(2,450	)		10,832		-		04/04/2002
Highland Square		-		-		1,887			-		1,887		1,887		(287	)		1,600		-		10/06/1959
Hope Valley Commons		2,439		8,487		95			2,439		8,582		11,021		(76	)		10,945		-		08/31/2010
Horne Street Market		4,239		37		7,350			4,446		7,180		11,626		(652	)		10,974		-		06/30/2009
Humblewood Shopping Center		2,215		4,724		2,894			1,166		8,667		9,833		(7,825	)		2,008		(13,333	)	03/09/1977
I45/Telephone Rd.		678		11,182		593			678		11,775		12,453		(4,344	)		8,109		(14,380	)	03/20/2008
Independence Plaza		2,006		8,318		3,539			1,995		11,868		13,863		(4,001	)		9,862		-		12/31/1997
Johnston Road Plaza		3,671		11,829		149			3,673		11,976		15,649		(1,673	)		13,976		(9,591	)	06/10/2005
Killeen Marketplace		2,262		9,048		443			2,275		9,478		11,753		(2,465	)		9,288		-		12/21/2000
Kohl's Shopping Center		2,298		9,193		550			2,298		9,743		12,041		(2,523	)		9,518		(5,600	)	04/24/2000
Kroger/Fondren Square		1,383		2,810		728			1,387		3,534		4,921		(3,167	)		1,754		-		09/30/1985
Lake Pointe Market		1,404		-		4,134			1,960		3,578		5,538		(1,862	)		3,676		-		12/31/2004
Lake Washington Square		1,232		4,928		834			1,235		5,759		6,994		(1,282	)		5,712		-		06/28/2002
Lakeside Marketplace		6,064		22,989		2,466			6,150		25,369		31,519		(2,890	)		28,629		(18,159	)	08/22/2006
Largo Mall		10,817		40,906		1,928			10,810		42,841		53,651		(7,505	)		46,146		-		03/01/2004
Laveen Village Marketplace		1,190		-		4,705			1,006		4,889		5,895		(1,775	)		4,120		-		08/15/2003
Lawndale Shopping Center		82		927		447			82		1,374		1,456		(997	)		459		(4,098	)	03/20/2008
League City Plaza		1,918		7,592		800			1,918		8,392		10,310		(3,564	)		6,746		(11,367	)	03/20/2008
Leesville Towne Centre		7,183		17,162		787			7,183		17,949		25,132		(3,126	)		22,006		(9,718	)	01/30/2004
Little Brier Creek		942		3,393		339			1,433		3,241		4,674		(452	)		4,222		-		07/10/2006
Little York Plaza Shopping Ctr		342		5,170		1,078			342		6,248		6,590		(4,444	)		2,146		(4,956	)	03/20/2008
Lone Star Pavilion		2,186		10,341		151			2,221		10,457		12,678		(2,934	)		9,744		-		04/30/2004
Lyons Avenue Shopping Center		249		1,183		34			249		1,217		1,466		(1,015	)		451		(2,981	)	03/20/2008
Madera Village Shopping Center		3,788		13,507		900			3,816		14,379		18,195		(1,484	)		16,711		(9,495	)	03/13/2007
Manhattan Plaza		4,645		-		18,143			4,009		18,779		22,788		(6,665	)		16,123		-		12/31/2004
Market at Southside		953		3,813		912			958		4,720		5,678		(1,519	)		4,159		-		08/28/2000
Market at Town Center-Sgrlnd		8,600		26,627		18,148			8,600		44,775		53,375		(15,146	)		38,229		-		12/23/1996
Market at Westchase SC		1,199		5,821		2,493			1,415		8,098		9,513		(4,842	)		4,671		-		02/15/1991
Market Street Shopping Center		424		1,271		1,327			424		2,598		3,022		(1,545	)		1,477		-		04/26/1978
Marketplace at Seminole Towne		15,067		53,743		2,914			21,734		49,990		71,724		(5,355	)		66,369		(43,192	)	08/21/2006
Markham Square Shopping Center		1,236		3,075		2,101			1,139		5,273		6,412		(4,314	)		2,098		-		06/18/1974
Markham West Shopping Center		2,694		10,777		3,887			2,696		14,662		17,358		(5,223	)		12,135		-		09/18/1998
Marshall's Plaza		1,802		12,315		496			1,804		12,809		14,613		(1,904	)		12,709		(6,344	)	06/01/2005
Mendenhall Commons		2,655		9,165		359			2,655		9,524		12,179		(1,137	)		11,042		(5,797	)	11/13/2008
Menifee Town Center		1,827		7,307		4,447			1,824		11,757		13,581		(2,717	)		10,864		-		04/02/2001
Millpond Center		3,155		9,706		1,458			3,161		11,158		14,319		(1,768	)		12,551		-		07/28/2005
Mineral Springs Village		794		3,175		209			794		3,384		4,178		(839	)		3,339		-		04/04/2002
Mission Center		1,237		4,949		6,141			2,120		10,207		12,327		(4,267	)		8,060		-		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		35,505			3,128		36,393		39,521		(4,918	)		34,603		-		12/31/2009
Monte Vista Village Center		1,485		58		4,900			755		5,688		6,443		(2,372	)		4,071		-		12/31/2004
Montgomery Plaza Shopping Ctr.		2,500		9,961		9,765			2,884		19,342		22,226		(8,981	)		13,245		-		06/09/1993

107

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Schedule III

(Continued)

	Initial Cost to Company							Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Moore Plaza	$	6,445	$	26,140	$	8,994		$	6,487	$	35,092	$	41,579	$	(12,271	)	$	29,308	$	-		03/20/1998
North Creek Plaza		6,915		25,625		1,748			6,954		27,334		34,288		(4,464	)		29,824		-		08/19/2004
North Main Place		68		53		522			68		575		643		(323	)		320		-		06/29/1976
North Oaks Shopping Center		3,644		22,040		2,875			3,644		24,915		28,559		(17,213	)		11,346		(34,874	)	03/20/2008
North Towne Plaza		960		3,928		6,003			879		10,012		10,891		(6,016	)		4,875		(10,442	)	02/15/1990
North Triangle Shops		-		431		261			15		677		692		(418	)		274		-		01/15/1977
Northbrook Shopping Center		1,629		4,489		3,011			1,713		7,416		9,129		(6,481	)		2,648		(9,530	)	11/06/1967
Northwoods Shopping Center		1,768		7,071		190			1,772		7,257		9,029		(1,662	)		7,367		-		04/04/2002
Oak Forest Shopping Center		760		2,726		4,805			748		7,543		8,291		(4,484	)		3,807		-		12/30/1976
Oak Grove Market Center		5,758		10,508		(172	)		5,861		10,233		16,094		(1,010	)		15,084		(7,358	)	06/15/2007
Oak Park Village		678		3,332		25			678		3,357		4,035		(1,500	)		2,535		(4,544	)	11/13/2008
Oracle Crossings		4,614		18,274		26,698			10,582		39,004		49,586		(3,223	)		46,363		-		01/22/2007
Oracle Wetmore Shopping Center		24,686		26,878		3,839			13,813		41,590		55,403		(3,619	)		51,784		-		01/22/2007
Orchard Green Shopping Center		777		1,477		1,968			786		3,436		4,222		(2,181	)		2,041		-		10/11/1973
Orleans Station		165		-		(9	)		93		63		156		(37	)		119		-		06/29/1976
Overton Park Plaza		9,266		37,789		2,693			9,264		40,484		49,748		(7,169	)		42,579		(21,000	)	10/24/2003
Palmer Plaza		765		3,081		2,374			827		5,393		6,220		(3,325	)		2,895		-		07/31/1980
Palmilla Center		1,258		-		12,817			3,280		10,795		14,075		(5,366	)		8,709		-		12/31/2002
Palms of Carrollwood		3,995		16,390		-			3,995		16,390		20,385		-			20,385		-		12/23/2010
Paradise Marketplace		2,153		8,612		(2,138	)		1,298		7,329		8,627		(3,126	)		5,501		-		07/20/1995
Park Plaza Shopping Center		257		7,815		1,092			314		8,850		9,164		(8,150	)		1,014		-		01/24/1975
Parkway Pointe		1,252		5,010		605			1,260		5,607		6,867		(1,532	)		5,335		(1,088	)	06/29/2001
Parliament Square II		2		10		1,175			3		1,184		1,187		(347	)		840		-		06/24/2005
Parliament Square Shopping Ctr		443		1,959		1,067			443		3,026		3,469		(1,850	)		1,619		-		03/18/1992
Pavilions at San Mateo		3,272		26,215		2,020			5,181		26,326		31,507		(6,783	)		24,724		-		04/30/2004
Perimeter Village		29,701		42,337		(1,577	)		34,404		36,057		70,461		(3,479	)		66,982		(27,345	)	07/03/2007
Phelan West Shopping Center		401		-		1,216			414		1,203		1,617		(589	)		1,028		-		06/03/1998
Phillips Crossing		-		1		27,353			872		26,482		27,354		(3,025	)		24,329		-		09/30/2009
Phillips Landing		1,521		1,625		10,331			1,819		11,658		13,477		(1,720	)		11,757		-		09/30/2009
Pinecrest Plaza Shopping Ctr		5,837		19,166		962			5,837		20,128		25,965		(3,119	)		22,846		(10,562	)	04/06/2005
Pitman Corners		2,686		10,745		1,986			2,693		12,724		15,417		(3,320	)		12,097		-		04/08/2002
Plantation Centre		3,463		14,821		382			3,471		15,195		18,666		(2,468	)		16,198		(3,160	)	08/19/2004
Prien Lake Plaza		63		960		159			41		1,141		1,182		(176	)		1,006		-		07/26/2007
Promenade Shopping Center		1,058		4,248		652			941		5,017		5,958		(1,387	)		4,571		(3,580	)	03/18/2004
Prospector's Plaza		3,746		14,985		962			3,716		15,977		19,693		(4,001	)		15,692		-		04/02/2001
Publix at Laguna Isles		2,913		9,554		107			2,914		9,660		12,574		(1,788	)		10,786		(7,530	)	10/31/2003
Pueblo Anozira Shopping Center		2,750		11,000		4,136			2,768		15,118		17,886		(6,386	)		11,500		(11,573	)	06/16/1994
Rainbow Plaza		6,059		24,234		1,485			6,081		25,697		31,778		(8,994	)		22,784		-		10/22/1997
Rainbow Plaza I		3,883		15,540		531			3,896		16,058		19,954		(4,200	)		15,754		-		12/28/2000
Raintree Ranch Center		11,442		595		16,827			10,983		17,881		28,864		(3,524	)		25,340		-		03/31/2008
Rancho Encanto		957		3,829		4,848			962		8,672		9,634		(2,543	)		7,091		-		04/28/1997
Rancho San Marcos Village		3,533		14,138		3,754			3,887		17,538		21,425		(3,799	)		17,626		-		02/26/2003
Rancho Towne & Country		1,161		4,647		364			1,166		5,006		6,172		(2,061	)		4,111		-		10/16/1995
Randalls Center/Kings Crossing		3,570		8,147		91			3,570		8,238		11,808		(4,329	)		7,479		(12,058	)	11/13/2008
Randall's/Norchester Village		1,852		4,510		1,416			1,904		5,874		7,778		(4,090	)		3,688		-		09/30/1991
Ravenstone Commons		2,616		7,986		(174	)		2,580		7,848		10,428		(1,157	)		9,271		(5,832	)	03/22/2005

108

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Schedule III

(Continued)

	Initial Cost to Company							Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Red Mountain Gateway	$	2,166	$	89	$	9,399		$	2,737	$	8,917	$	11,654	$	(3,379	)	$	8,275	$	-		12/31/2003
Regency Centre		3,791		15,390		839			2,180		17,840		20,020		(2,214	)		17,806		-		07/28/2006
Regency Panera Tract		1,825		3,126		65			1,400		3,616		5,016		(399	)		4,617		-		07/28/2006
Reynolds Crossing		4,276		9,186		71			4,276		9,257		13,533		(1,038	)		12,495		-		09/14/2006
Richmond Square		1,993		953		1,776			2,966		1,756		4,722		(1,029	)		3,693		-		12/31/1996
River Oaks Shopping Center		1,354		1,946		378			1,363		2,315		3,678		(1,924	)		1,754		-		12/04/1992
River Oaks Shopping Center		3,534		17,741		31,476			4,207		48,544		52,751		(16,077	)		36,674		-		12/04/1992
Rockwall Market Center		5,344		22,700		1,282			5,341		23,985		29,326		(5,959	)		23,367		-		04/30/2004
Rose-Rich Shopping Center		502		2,738		2,851			486		5,605		6,091		(4,956	)		1,135		-		03/01/1982
Roswell Corners		5,835		20,465		928			5,835		21,393		27,228		(3,771	)		23,457		(9,534	)	06/24/2004
Roswell Corners		301		982		-			301		982		1,283		(167	)		1,116		-		06/24/2004
San Marcos Plaza		1,360		5,439		242			1,358		5,683		7,041		(1,449	)		5,592		-		04/02/2001
Sandy Plains Exchange		2,468		7,549		247			2,469		7,795		10,264		(1,514	)		8,750		(5,705	)	10/17/2003
Scottsdale Horizon		-		3,241		268			1		3,508		3,509		(322	)		3,187		-		01/22/2007
Shasta Crossroads		2,844		11,377		624			2,842		12,003		14,845		(2,940	)		11,905		-		04/02/2001
Shawnee Village S/C		1,470		5,881		1,827			1,247		7,931		9,178		(3,226	)		5,952		-		04/19/1996
Sheldon Forest Shopping Center		374		635		330			354		985		1,339		(777	)		562		-		05/14/1970
Sheldon Forest Shopping Center		629		1,955		851			629		2,806		3,435		(2,622	)		813		-		05/14/1970
Shoppes at Bears Path		3,252		5,503		753			3,290		6,218		9,508		(633	)		8,875		(3,265	)	03/13/2007
Shoppes of Parkland		5,413		16,726		935			9,506		13,568		23,074		(1,714	)		21,360		(15,183	)	05/31/2006
Shoppes of South Semoran		4,283		9,785		109			5,508		8,669		14,177		(797	)		13,380		(9,563	)	08/31/2007
Shops at Kirby Drive		1,201		945		185			1,202		1,129		2,331		(79	)		2,252		-		05/27/2008
Shops at Three Corners		6,215		9,303		5,349			6,224		14,643		20,867		(7,708	)		13,159		-		12/31/1989
Silver Creek Plaza		3,231		12,924		2,914			3,228		15,841		19,069		(4,317	)		14,752		-		04/02/2001
Six Forks Shopping Center		6,678		26,759		3,260			6,728		29,969		36,697		(7,224	)		29,473		-		04/04/2002
South Semoran - Pad		1,056		-		21			1,077		-		1,077		-			1,077		-		09/06/2007
Southampton Center		4,337		17,349		1,921			4,333		19,274		23,607		(4,728	)		18,879		(21,102	)	04/02/2001
Southgate Shopping Center		571		3,402		5,208			852		8,329		9,181		(6,381	)		2,800		-		03/26/1958
Southgate Shopping Center		232		8,389		330			232		8,719		8,951		(5,061	)		3,890		(7,668	)	03/20/2008
Spring Plaza Shopping Center		863		2,288		502			863		2,790		3,653		(2,176	)		1,477		(3,114	)	03/20/2008
Squaw Peak Plaza		816		3,266		1,201			818		4,465		5,283		(1,669	)		3,614		-		12/20/1994
Steele Creek Crossing		310		11,774		3,245			3,281		12,048		15,329		(1,840	)		13,489		(7,467	)	06/10/2005
Stella Link Shopping Center		227		423		1,501			294		1,857		2,151		(1,550	)		601		-		07/10/1970
Stella Link Shopping Center		2,602		1,418		(101	)		2,602		1,317		3,919		(1,226	)		2,693		-		08/21/2007
Stonehenge Market		4,740		19,001		1,130			4,740		20,131		24,871		(4,913	)		19,958		(6,407	)	04/04/2002
Stony Point Plaza		3,489		13,957		1,504			3,453		15,497		18,950		(3,783	)		15,167		-		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		(3,411	)		11,091		-		05/15/2001
Summerhill Plaza		1,945		7,781		1,755			1,943		9,538		11,481		(2,809	)		8,672		-		04/02/2001
Sunset 19 Shopping Center		5,519		22,076		1,190			5,547		23,238		28,785		(5,285	)		23,500		-		10/29/2001
Sunset Shopping Center		1,121		4,484		1,170			1,120		5,655		6,775		(1,581	)		5,194		-		04/02/2001
Tates Creek Centre		4,802		25,366		315			5,766		24,717		30,483		(4,433	)		26,050		-		03/01/2004
Taylorsville Town Center		2,179		9,718		652			2,180		10,369		12,549		(2,062	)		10,487		-		12/19/2003
Texas City Plaza		143		117		(115	)		143		2		145		-			145		-		05/04/1948
The Shoppes at Parkwood Ranch		4,369		52		9,705			2,347		11,779		14,126		(1,475	)		12,651		-		12/31/2009
The Village Arcade		-		6,657		600			-		7,257		7,257		(4,463	)		2,794		-		12/31/1992

109

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Schedule III

(Continued)

	Initial Cost to Company							Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Thompson Bridge Commons	$	3,650	$	9,264	$	4,185		$	3,541	$	13,558	$	17,099	$	(1,793	)	$	15,306	$	(6,142	)	04/26/2005
Thousand Oaks Shopping Center		2,973		13,142		71			2,973		13,213		16,186		(2,760	)		13,426		(15,409	)	03/20/2008
TJ Maxx Plaza		3,400		19,283		1,286			3,430		20,539		23,969		(3,637	)		20,332		-		03/01/2004
Town & Country Shopping Center		-		3,891		4,889			-		8,780		8,780		(4,482	)		4,298		-		01/31/1989
Town and Country - Hammond, LA		1,030		7,404		945			1,029		8,350		9,379		(4,175	)		5,204		-		12/30/1997
Tropicana Beltway Center		13,947		42,186		101			13,949		42,285		56,234		(7,170	)		49,064		(33,943	)	11/20/2007
Tropicana Marketplace		2,118		8,477		(2,063	)		1,266		7,266		8,532		(3,102	)		5,430		-		07/24/1995
Tyler Shopping Center		5		21		3,663			300		3,389		3,689		(1,933	)		1,756		-		12/31/2002
Uintah Gardens		2,209		13,051		2,169			2,205		15,224		17,429		(2,378	)		15,051		-		12/22/2005
University Palms Shopping Ctr		2,765		10,181		136			2,765		10,317		13,082		(1,959	)		11,123		(8,116	)	11/13/2008
University Place		500		85		789			500		874		1,374		(142	)		1,232		-		02/08/2008
Valley Shopping Center		4,293		13,736		690			8,170		10,549		18,719		(1,308	)		17,411		-		04/07/2006
Valley View Shopping Center		1,006		3,980		2,373			1,006		6,353		7,359		(2,614	)		4,745		-		11/20/1996
Venice Pines Shopping Center		1,432		5,730		(52	)		1,077		6,033		7,110		(1,565	)		5,545		-		06/06/2001
Village Arcade II Phase III		-		16		15,407			-		15,423		15,423		(7,721	)		7,702		-		12/31/1996
Village Arcade-Phase II		-		787		244			-		1,031		1,031		(591	)		440		-		12/31/1992
Vizcaya Square Shopping Center		3,044		12,226		252			3,044		12,478		15,522		(2,601	)		12,921		-		12/18/2002
West Jordan Town Center		4,306		17,776		1,726			4,308		19,500		23,808		(3,477	)		20,331		(13,700	)	12/19/2003
Westchase Shopping Center		3,085		7,920		6,216			3,189		14,032		17,221		(11,270	)		5,951		(10,384	)	08/29/1978
Westgate Shopping Center		245		1,425		409			245		1,834		2,079		(1,630	)		449		-		07/02/1965
Westhill Village Shopping Ctr.		408		3,002		4,482			437		7,455		7,892		(4,829	)		3,063		-		05/01/1958
Westland Fair		6,715		10,506		438			4,357		13,302		17,659		(4,353	)		13,306		-		12/29/2000
Westland Fair		20,847		-		(10,578	)		7,863		2,406		10,269		(1,375	)		8,894		-		12/29/2000
Westland Terrace Plaza		1,649		6,768		2,597			2,322		8,692		11,014		(1,323	)		9,691		-		10/22/2003
Westminster Center		11,215		44,871		5,460			11,204		50,342		61,546		(12,859	)		48,687		(45,580	)	04/02/2001
Westminster Plaza		1,759		7,036		445			1,759		7,481		9,240		(1,633	)		7,607		(6,646	)	06/21/2002
Westwood Village Shopping Ctr.		-		6,968		2,522			-		9,490		9,490		(7,172	)		2,318		-		08/25/1978
Whitehall Commons		2,529		6,901		177			2,522		7,085		9,607		(988	)		8,619		(4,597	)	10/06/2005
Winter Park Corners		2,159		8,636		389			2,159		9,025		11,184		(2,201	)		8,983		-		09/06/2001
Wyoming Mall		1,919		7,678		2,481			598		11,480		12,078		(1,726	)		10,352		-		03/31/1995
		827,564		2,451,670		636,385			828,164		3,087,455		3,915,619		(833,223	)		3,082,396		(1,015,336	)

Industrial:

1625 Diplomat Drive		506		3,107		122			508		3,227		3,735		(426	)		3,309		-		12/22/2005
1801 Massaro		865		3,461		(55	)		671		3,600		4,271		(698	)		3,573		-		04/24/2003
3500 Atlanta Industrial Pkwy		770		795		286			770		1,081		1,851		(137	)		1,714		-		10/14/2004
3550 Southside Industrial Pkwy		449		1,666		-			449		1,666		2,115		(285	)		1,830		-		05/04/2004
Atlanta Industrial Park		1,946		7,785		1,940			2,078		9,593		11,671		(2,150	)		9,521		-		02/19/2003
Atlanta Industrial Park		657		2,626		230			479		3,034		3,513		(724	)		2,789		-		02/19/2003
Beltway 8 at West Bellfort		674		-		8,748			784		8,638		9,422		(4,613	)		4,809		-		12/31/2001
Blankenship Distribution Cntr.		271		1,097		636			273		1,731		2,004		(767	)		1,237		-		08/07/1998
Braker 2 Business Center		394		1,574		465			394		2,039		2,433		(678	)		1,755		-		09/28/2000
Brookhollow Business Center		734		2,938		2,555			736		5,491		6,227		(2,682	)		3,545		-		07/27/1995
Central Plano Business Park		1,343		5,578		885			1,344		6,462		7,806		(1,106	)		6,700		-		09/28/2005
ClayPoint Distribution Park		2,413		3,117		13,605			1,433		17,702		19,135		(3,295	)		15,840		-		12/31/2010

110

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Schedule III

(Continued)

	Initial Cost to Company							Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Corporate Center Park	$	1,027	$	4,114	$	2,901		$	1,027	$	7,015	$	8,042	$	(3,123	)	$	4,919	$	-		05/23/1997
Crestview		7,424		555		(7,132	)		206		641		847		(549	)		298		-		11/10/1980
Crosspoint Warehouse		441		1,762		195			441		1,957		2,398		(615	)		1,783		-		12/23/1998
Crosswinds C&D		650		5,980		86			650		6,066		6,716		(106	)		6,610		-		05/26/2010
Enterchange at Northlake A		4,051		7,804		99			1,624		10,330		11,954		(1,001	)		10,953		(5,449	)	04/20/2007
Enterchange at Walthall D		3,190		7,618		7,330			2,374		15,764		18,138		(1,883	)		16,255		(6,670	)	04/20/2007
Freeport Business Center		3,196		10,032		1,425			3,203		11,450		14,653		(1,700	)		12,953		(7,119	)	07/22/2005
Freeport Commerce Center		598		2,918		698			1,536		2,678		4,214		(517	)		3,697		-		11/29/2006
Hopewell Industrial Center		926		8,074		331			2,740		6,591		9,331		(677	)		8,654		(3,845	)	11/03/2006
Houston Cold Storage Warehouse		1,087		4,347		1,974			1,072		6,336		7,408		(2,243	)		5,165		-		06/12/1998
Interwest Business Park		1,449		5,795		1,556			1,461		7,339		8,800		(2,420	)		6,380		-		12/22/2000
ISOM Business Center		2,661		6,699		746			2,662		7,444		10,106		(1,185	)		8,921		-		10/24/2005
Jupiter Business Center		588		2,353		934			588		3,287		3,875		(1,403	)		2,472		-		07/27/1999
Jupiter Business Park		2,684		6,097		89			2,684		6,186		8,870		(71	)		8,799		-		08/10/2010
Kempwood Industrial Park		734		3,044		67			129		3,716		3,845		(1,380	)		2,465		(2,510	)	08/27/1996
Kennesaw 75		3,012		7,659		451			3,007		8,115		11,122		(1,293	)		9,829		(5,286	)	02/23/2005
Lakeland Industrial Center		3,265		13,059		1,831			3,266		14,889		18,155		(4,446	)		13,709		(12,534	)	12/06/2001
Lakeland Interstate Bus. Park		1,526		9,077		(271	)		547		9,785		10,332		(1,051	)		9,281		(5,047	)	01/11/2007
Manana / 35 Business Center		1,323		5,293		2,802			1,315		8,103		9,418		(2,912	)		6,506		-		07/27/1999
McGraw Hill Distribution Ctr		3,155		18,906		2			3,157		18,906		22,063		(2,324	)		19,739		-		02/14/2006
Midpoint I-20 Distrib. Center		1,254		7,070		5,219			2,820		10,723		13,543		(1,295	)		12,248		-		10/13/2006
Midway Business Center		1,078		4,313		1,995			1,078		6,308		7,386		(2,624	)		4,762		-		07/27/1999
Newkirk Business Center		686		2,745		865			686		3,610		4,296		(1,363	)		2,933		-		07/27/1999
Northeast Crossing		392		1,568		1,268			350		2,878		3,228		(1,288	)		1,940		-		07/27/1999
Oak Hill Business Park		1,294		5,279		1,172			1,299		6,446		7,745		(2,160	)		5,585		-		10/18/2001
O'Connor Road Business Park		1,028		4,110		1,218			1,029		5,327		6,356		(1,657	)		4,699		-		12/22/2000
Railwood		7,072		7,965		(1,382	)		2,870		10,785		13,655		(4,540	)		9,115		(6,373	)	12/31/1975
Randol Mill Place		371		1,513		717			372		2,229		2,601		(1,030	)		1,571		-		12/31/1998
Red Bird		406		1,622		232			406		1,854		2,260		(697	)		1,563		-		09/29/1998
Regal Distribution Center		801		3,208		1,491			806		4,694		5,500		(1,527	)		3,973		-		04/17/1998
Riverview Distribution Center		1,518		9,613		257			1,521		9,867		11,388		(935	)		10,453		(3,271	)	08/10/2007
Rutland 10 Business Center		738		2,951		551			739		3,501		4,240		(1,083	)		3,157		-		09/28/2000
Sherman Plaza Business Park		705		2,829		2,145			710		4,969		5,679		(2,466	)		3,213		-		04/01/1999
Southpark 3075		1,251		8,385		(31	)		1,213		8,392		9,605		(704	)		8,901		-		10/03/2007
Southpark A, B, C		1,079		4,375		797			1,080		5,171		6,251		(1,610	)		4,641		-		09/28/2000
Southpoint		4,167		10,967		1,353			4,168		12,319		16,487		(1,625	)		14,862		-		12/29/2005
Southpoint Business Center		597		2,392		1,070			600		3,459		4,059		(1,307	)		2,752		-		05/20/1999
Southport Business Park 5		562		2,172		1,402			562		3,574		4,136		(1,284	)		2,852		(2,613	)	12/23/1998
Space Center Industrial Park		1,036		4,143		1,487			1,025		5,641		6,666		(2,067	)		4,599		-		05/29/1998
Stonecrest Business Center		601		2,439		1,807			601		4,246		4,847		(1,987	)		2,860		-		06/03/1997
Tampa East Ind. Portfolio		5,424		18,155		1,313			5,409		19,483		24,892		(2,739	)		22,153		-		11/21/2005
Town and Country Commerce Ctr		4,188		9,628		(539	)		4,311		8,966		13,277		(763	)		12,514		(4,990	)	06/29/2007
West Loop Bus Park - Freezer		253		3,593		(793	)		76		2,977		3,053		(2,044	)		1,009		-		09/13/1974
West Loop Commerce Center		2,203		1,672		(821	)		536		2,518		3,054		(2,415	)		639		-		12/14/1981
West-10 Business Center		-		3,125		2,174			-		5,299		5,299		(4,098	)		1,201		-		08/28/1992
West-10 Business Center II		414		1,662		731			389		2,418		2,807		(1,295	)		1,512		-		08/20/1997

111

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Schedule III

(Continued)

	Initial Cost to Company							Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Westgate Business Center	$	1,472	$	3,471	$	2,121		$	1,470	$	5,594	$	7,064	$	(1,793	)	$	5,271	$	-		12/12/2003
Westlake 125		1,174		6,630		219			1,066		6,957		8,023		(617	)		7,406		-		10/03/2007
Wirt Road & I10		1,003		-		45			1,048		-		1,048		-			1,048		-		05/24/2007
		96,776		302,525		73,614			81,848		391,067		472,915		(97,473	)		375,442		(65,707	)

Other:

1919 North Loop West		1,334		8,451		10,785			1,337		19,233		20,570		(3,504	)		17,066		-		12/05/2006
Citadel Building		3,236		6,168		7,327			534		16,197		16,731		(12,442	)		4,289		-		12/30/1975
Phoenix Office Building		1,696		3,255		963			1,773		4,141		5,914		(547	)		5,367		-		01/31/2007
		6,266		17,874		19,075			3,644		39,571		43,215		(16,493	)		26,722		-

Land Held/Under Development:

Ambassador Parcel D		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		(8,783	)		10,072		9		10,081		-			10,081		-		01/31/2007
Cullen Blvd. at East Orem		172		-		3			175		-		175		-			175		-		02/24/1975
Curry Ford Road		1,878		7		(14	)		1,870		1		1,871		-			1,871		-		10/05/2007
Decatur 215		32,525		8,200		(21,414	)		17,526		1,785		19,311		-			19,311		-		12/26/2007
Epic Village St. Augustine		1,980		-		1,128			2,963		145		3,108		-			3,108		-		04/09/2008
Festival Plaza		751		6		130			886		1		887		-			887		-		12/08/2006
Gladden Farms		1,619		4		357			1,869		111		1,980		-			1,980		-		08/21/2007
Mainland Mall-Tracts 1 & 2		321		-		69			390		-		390		-			390		-		11/29/1967
Mohave Crossroads		1,080		-		1,246			2,136		190		2,326		-			2,326		-		06/12/2007
North Towne Plaza		6,646		99		7,895			9,925		4,715		14,640		(84	)		14,556		-		12/27/2006
NW Freeway at Gessner		5,052		-		(3,809	)		1,243		-		1,243		-			1,243		-		11/16/1972
Palm Coast Landing Outparcels		1,302		149		(251	)		811		389		1,200		-			1,200		-		04/30/2008
Ridgeway Trace		26,629		544		13,357			16,389		24,141		40,530		(674	)		39,856		-		11/09/2006
River Point at Sheridan		28,898		4,042		799			15,664		18,075		33,739		(641	)		33,098		(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		-		130			486		-		486		-			486		-		05/22/1973
South Fulton Crossing		14,373		154		(7,380	)		6,226		921		7,147		(1	)		7,146		-		01/10/2007
Southern Pines Place		8,046		73		(1,873	)		6,229		17		6,246		-			6,246		-		02/09/2007
Stanford Court		693		-		21			714		-		714		-			714		-		04/20/1981
Stevens Ranch		36,939		46		873			37,853		5		37,858		-			37,858		-		05/16/2007
Surf City Crossing		3,220		52		7,152			7,170		3,254		10,424		-			10,424		-		12/06/2006
The Shoppes @ Wilderness Oaks		11,081		50		1,456			12,581		6		12,587		-			12,587		-		06/19/2008
The Shoppes at Caveness Farms		7,235		135		1,235			8,373		232		8,605		-			8,605		-		01/17/2006
The Shoppes at Parkwood Ranch		1,236		-		196			1,401		31		1,432		-			1,432		-		01/02/2007
Tomball Marketplace		9,616		262		15,124			11,820		13,182		25,002		(946	)		24,056		-		04/12/2006
Village Shopping Center		64		714		(689	)		89		-		89		-			89		-		12/31/2002
West 11th @ Loop 610		1,667		-		8			1,675		-		1,675		-			1,675		-		12/14/1981
Westover Square		4,435		20		(648	)		3,807		-		3,807		-			3,807		-		08/01/2006
Westwood Center		10,497		36		6,345			5,919		10,959		16,878		(550	)		16,328		-		01/26/2007

112

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Schedule III

(Continued)

	Initial Cost to Company							Gross Amounts at Close of Period
Description	Land		Building and Improvements		Cost Capitalized Subsequent to Acquisition			Land		Building and Improvements		Total (B)		Accumulated Depreciation			Total Costs, Net of Accumulated Depreciation		Encumbrances (A)			Date of Acquisition / Construction

Wilcrest/Bissonnet-Alief Tr1-4	$	7,228	$	-	$	(6,771	)	$	457	$	-	$	457	$	-		$	457	$	-		11/10/1980
Waterford Village		5,830		-		9,906			6,207		9,529		15,736		(1,328	)		14,408		-		06/11/2004
York Plaza		162		-		(45	)		117		-		117		-			117		-		08/28/1972
		259,424		14,647		12,475			198,848		87,698		286,546		(4,224	)		282,322		(6,720	)

Balance of Portfolio (not to exceed 5% of total)		320		10		59,169			6,173		53,326		59,499		(19,836	)		39,663		-

Total of Portfolio	$	1,190,350	$	2,786,726	$	800,718		$	1,118,677	$	3,659,117	$	4,777,794	$	(971,249	)	$	3,806,545	$	(1,087,763	)

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.

Note A -	Encumbrances do not include $39.2 million outstanding under fixed-rate mortgage debt associated with five properties each held in a tenancy-in-common arrangement and $12.3 million of non-cash debt related items.

Note B -	The book value of our net fixed asset exceeds the tax basis by approximately $38 million at December 31, 2010.

The changes in total cost of the properties for the year ended December 31, 2010, 2009 and 2008 were as follows:

	2010			2009			2008

Balance at beginning of year	$	4,658,396		$	4,915,472		$	4,972,344
Additions at cost		195,499			97,557			299,090
Retirements or sales		(70,924	)		(316,910	)		(303,423	)
Impairment loss		(5,177	)		(37,723	)		(52,539	)

Balance at end of year	$	4,777,794		$	4,658,396		$	4,915,472

The changes in accumulated depreciation for the year ended December 31, 2010, 2009 and 2008 were as follows:

	2010			2009			2008

Balance at beginning of year	$	856,281		$	812,323		$	774,321
Additions at cost		127,238			123,062			118,160
Retirements or sales		(12,270	)		(79,104	)		(80,158	)

Balance at end of year	$	971,249		$	856,281		$	812,323

113

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Schedule IV

WEINGARTEN REALTY INVESTORS

MORTGAGE LOANS ON REAL ESTATE

DECEMBER 31, 2010

(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	%	06-01-11	$213 Annual P&I	$	2,393	$	2,393
WRI-SRP Cole Park Plaza, LLC	NC	5.66	%	02-01-12	At Maturity		6,200		6,200
College Park Realty Company	NV	7.00	%	10-31-53	At Maturity		3,410		3,410
American National Insurance Company	TX	5.95	%	01-01-14	$136 Annual P&I		1,502		1,502

SHOPPING CENTERS:
CONSTRUCTION LOANS:

Palm Coast Center, LLC	FL	2.01	%	04-13-11	At Maturity		22,449		22,449
WRI Alliance Riley Venture-Tranche A	CA	10.50	%	11-20-10	At Maturity		24,606		24,606	$	24,606
WRI Alliance Riley Venture-Tranche B	CA	12.00	%	11-20-10	At Maturity		259		259		259
WRI Alliance Riley Venture III	CA	2.55	%	05-20-11	At Maturity		32,898		32,898
Weingarten I-4 Clermont Landing, LLC	FL	2.75	%	06-14-11	At Maturity		21,941		21,941
Weingarten Miller Buckingham, LLC	CO	2.75	%	07-09-11	At Maturity		17,327		17,327
Weingarten Miller Equiwest Salt Lake, LLC	UT	2.75	%	03-24-12	At Maturity		15,849		15,849
Weingarten Miller MDH Buckingham, LLC	CO	2.75	%	07-09-11	At Maturity		43,258		43,258
TOTAL MORTGAGE LOANS ON REAL ESTATE						$	192,092	$	192,092	$	24,865

_________________

(1)

The aggregate cost at December 31, 2010 for federal income tax purposes is $192,092, and there are no prior liens to be disclosed.

Changes in mortgage loans for the year ended December 31, 2010, 2009 and 2008 are summarized below:

	2010			2009			2008

Balance, Beginning of Year	$	267,222		$	236,743		$	79,898
New Loans		4,912
Additions to Existing Loans (1)		11,961			54,007			201,803
Collections/Reductions of Principal		(20,124	)		(23,528	)		(44,958	)
Reduction of Principal due to Business Combination (2)		(71,879	)
Balance, End of Year	$	192,092		$	267,222		$	236,743

_________________

	(1)	The caption above, “Additions to Existing Loans” also includes accrued interest.
	(2)	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. This transaction resulted in the consolidation of the real estate joint ventures and is reported as a reduction in the preceding table for the year ended December 31, 2010.

114

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)


	December 31,			December 31,
	2010			2009
ASSETS
Property	$	4,777,794		$	4,658,396
Accumulated Depreciation		(971,249	)		(856,281	)
Property, net *		3,806,545			3,802,115
Investment in Real Estate Joint Ventures and Partnerships, net		347,526			315,248
Total		4,154,071			4,117,363
Notes Receivable from Real Estate Joint Ventures and Partnerships		184,788			317,838
Unamortized Debt and Lease Costs, net		116,437			103,396
Accrued Rent and Accounts Receivable (net of allowance for doubtful accounts of $10,137 in 2010 and $10,380 in 2009) *		95,859			96,372
Cash and Cash Equivalents *		23,859			153,584
Restricted Deposits and Mortgage Escrows		10,208			12,778
Other, net		222,633			89,054
Total	$	4,807,855		$	4,890,385

LIABILITIES AND EQUITY
Debt, net *	$	2,589,448		$	2,531,847
Accounts Payable and Accrued Expenses		126,767			137,727
Other, net		111,383			114,155
Total		2,827,598			2,783,729

Commitments and Contingencies


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 2010 and 2009; liquidation preference $75,000		3			3
6.95% Series E cumulative redeemable preferred shares of beneficial interest; 29 shares issued and outstanding in 2010 and 2009; liquidation preference $72,500		1			1
6.5% Series F cumulative redeemable preferred shares of beneficial interest; 140 shares issued and outstanding in 2010 and 2009; liquidation preference $350,000		4			4
Common Shares of Beneficial Interest - par value, $.03 per share; shares authorized: 275,000; shares issued and outstanding: 1 20,492 in 2010 and 120,098 in 2009		3,630			3,615
Accumulated Additional Paid-In Capital		1,969,905			1,958,975
Net Income Less Than Accumulated Dividends		(151,780	)		(37,350	)
Accumulated Other Comprehensive Loss		(21,774	)		(23,958	)
Shareholders' Equity		1,799,989			1,901,290
Noncontrolling Interests		180,268			205,366
Total Equity		1,980,257			2,106,656
Total	$	4,807,855		$	4,890,385

* Consolidated Variable Interest Entities' Assets and Liabilities included in the above balances (See Notes 2 and 3):
Property, net	$	233,706		$	237,710
Accrued Rent and Accounts Receivable, net		9,514			9,515
Cash and Cash Equivalents		10,397			13,085
Debt, net		281,519			282,096

See Notes to Consolidated Financial Statements.

STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands)


	Year Ended December 31,
	2010			2009			2008
Cash Flows from Operating Activities:
Net Income	$	51,238		$	175,276		$	154,595
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		151,107			151,888			157,894
Write-off of pre-development/acquisition costs								11,724
Amortization of deferred financing costs and debt discount		5,017			6,083			13,496
Impairment loss		33,317			38,836			52,539
Equity in earnings of real estate joint ventures and partnerships, net		(12,889	)		(5,548	)		(12,196	)
Gain on land and merchant development sales					(18,688	)		(8,342	)
Gain on sale of property		(3,098	)		(81,031	)		(70,720	)
Loss (gain) on redemption of convertible senior unsecured notes		135			(25,311	)		(12,961	)
Distributions of income from unconsolidated real estate joint ventures and partnerships		1,733			2,841			3,602
Changes in accrued rent and accounts receivable, net		(2,898	)		(568	)		(11,255	)
Changes in other assets, net		(16,225	)		(10,309	)		(29,669	)
Changes in accounts payable, accrued expenses and other liabilities, net		(3,875	)		147			(36,397	)
Other, net		11,063			10,700			7,840
Net cash provided by operating activities		214,625			244,316			220,150

Cash Flows from Investing Activities:
Investment in property		(142,972	)		(108,914	)		(294,886	)
Proceeds from sale and disposition of property, net		29,064			333,412			265,421
Change in restricted deposits and mortgage escrows		2,175			20,480			2,688
Notes receivable from real estate joint ventures and partnerships and other receivables:
Advances		(9,145	)		(100,800	)		(150,064	)
Collections		20,010			22,301			46,254
Real estate joint ventures and partnerships:
Investments		(37,738	)		(5,247	)		(4,759	)
Distributions of capital		15,663			30,640			19,955
Other, net		1,522
Net cash (used in) provided by investing activities		(121,421	)		191,872			(115,391	)

Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt		336			367,640			258,060
Common shares of beneficial interest, net		3,122			439,272			101,016
Preferred shares of beneficial interest, net								117,891
Repurchase of preferred shares of beneficial interest, net								(195,824	)
Principal payments of debt		(139,722	)		(578,390	)		(296,902	)
Changes in unsecured revolving credit facilities		80,000			(383,000	)		128,000
Common and preferred dividends paid		(158,012	)		(168,583	)		(213,569	)
Debt issuance costs paid		(6,622	)		(6,446	)		(6,822	)
Other, net		(2,031	)		(12,043	)		(3,440	)
Net cash used in financing activities		(222,929	)		(341,550	)		(111,590	)

Net (decrease) increase in cash and cash equivalents		(129,725	)		94,638			(6,831	)
Cash and cash equivalents at January 1		153,584			58,946			65,777
Cash and cash equivalents at December 31	$	23,859		$	153,584		$	58,946

See Notes to Consolidated Financial Statements.

	Preferred Shares of Beneficial Interest			Common Shares of Beneficial Interest			Treasury 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, 2008	$	8		$	2,565		$	(41	)	$	1,485,496		$	31,639		$	(15,475	)	$	96,885		$	1,601,077
Net income														145,652						8,943			154,595
Issuance of Series F preferred shares		2									116,949			883									117,834
Redemption of Series G preferred shares		(2	)								(193,548	)		(1,850	)								(195,400	)
Shares issued in exchange for noncontrolling interests					1						1,093									(1,094	)		-
Issuance of common shares					90						97,971												98,061
Shares issued under benefit plans					9						8,703												8,712
Dividends declared – common shares (1)														(177,975	)								(177,975	)
Dividends declared – preferred shares (2)														(35,594	)								(35,594	)
Sale of properties with noncontrolling interests																				116,541			116,541
Treasury shares cancelled (3)					(41	)		41															-
Purchase and cancellation of convertible senior unsecured notes											(3,926	)											(3,926	)
Distributions to noncontrolling interests																				(9,962	)		(9,962	)
Contributions from noncontrolling interests																				634			634
Other comprehensive loss																	(14,201	)					(14,201	)
Other, net					1						2,202									(7,916	)		(5,713	)
Balance, December 31, 2008		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 (4)														(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 (4)														(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

(1)	Common dividend per share was $1.04, $1.275 and $2.10 for the year ended December 31, 2010, 2009 and 2008, respectively.
(2)	Series D, E, F and G preferred dividend per share was $50.63, $173.75, $162.50 and $73.73, respectively, for the year ended December 31, 2008.
(3)	A total of 1.4 million common shares of beneficial interest were purchased in 2007 and subsequently retired on January 11, 2008.
(4)	Series D, E and F preferred dividend per share was $50.63, $173.75 and $162.50 for the year ended December 31, 2010 and 2009, respectively.

If the Claim is received by…	March 15	June 15	September 15	December 15
Reimbursement will be made by…	March 31	June 30	September 30	December 31

ATTEST:		WEINGARTEN REALTY INVESTORS
By:	/s/ Dena Moon	By:	/s/ Stephen Richter
Name:	Dena Moon	Name:	Stephen Richter
Title:	Sr. Benefits Analyst	Title:	Exec. VP, CFO

													EXHIBIT 12.1

WEINGARTEN REALTY INVESTORS
COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED DIVIDENDS
(Amounts in thousands)



	Year Ended December 31,
	2010			2009			2008			2007			2006
Income from continuing operations	$	48,128		$	91,024		$	72,206		$	132,359		$	107,174
Equity in earnings of real estate joint ventures and partnerships, net		(12,889	)		(5,548	)		(12,196	)		(19,853	)		(14,655	)
Provision (benefit) for income taxes		240			6,337			(10,220	)		4,073			1,366
Gain on sale of property		2,480			25,266			1,998			4,086			22,493
Fixed charges		189,426			199,078			212,651			207,765			166,831
Amortization of capitalized interest		2,435			2,221			2,307			2,084			2,234
Distributions of income from real estate joint ventures and partnerships		1,733			2,841			3,602			6,251			2,524
Capitalized interest		(3,405	)		(8,716	)		(20,290	)		(25,025	)		(7,616	)
Preferred dividends		(35,476	)		(35,476	)		(34,711	)		(25,375	)		(10,101	)
Net income as adjusted	$	192,672		$	277,027		$	215,347		$	286,365		$	270,250

Fixed charges:
Interest on indebtedness, net	$	148,794		$	153,207		$	156,318		$	156,248		$	148,052
Capitalized interest		3,405			8,716			20,290			25,025			7,616
Preferred dividends		35,476			35,476			34,711			25,375			10,101
Portion of rents representative of the interest factor		1,751			1,679			1,332			1,117			1,062
Fixed charges	$	189,426		$	199,078		$	212,651		$	207,765		$	166,831

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS	$	1.02		$	1.39		$	1.01		$	1.38		$	1.62


RATIO OF EARNINGS TO FIXED CHARGES	$	1.25		$	1.69		$	1.21		$	1.57		$	1.72

		EXHIBIT 21.1

WEINGARTEN REALTY INVESTORS
LIST OF SUBSIDIARIES OF THE REGISTRANT

Subsidiary		State of Incorporation
6485 Crescent Drive LP		Delaware
AN/WRI DEVCO #1, Ltd.		Texas
AN/WRI Partnership, Ltd.		Texas
AN/WRI-GS, L.P.		Texas
Best in the West Holdings, LLC		Delaware
Brookwood Square Holdings, LLC		Delaware
Chino Hills Holdings, LLC		Delaware
Crowfarn Drive LP		Delaware
Cumberland Potranco Joint Venture		Texas
Decatur 215, LLC		Delaware
Eastex Venture		Texas
El Camino Holdings LLC		Texas
Falls Pointe Holdings, LLC		Delaware
Fenton Market Place Venture		Texas
Flamingo Pines Holdings, LLC		Delaware
GDC River Hill Tower, LLC		Delaware
Green Valley Lot 8B, LLC		Delaware
GVR SPE I LLC		Delaware
Heritage HT #1, LLC		North Carolina
High House Holdings LLC		Delaware
Hollywood Hills Holdings, LLC		Delaware
Interport A LP		Delaware
Interport B LP		Delaware
Interport C LP		Delaware
Jacinto City, Ltd.		Texas
Jackson West Holdings, LLC		Delaware
Las Tiendas Holdings, LLC		Delaware
Main/O.S.T., Ltd.		Texas
Mansell Crossing Retail LP		Delaware
Markham West Shopping Center, L.P.		Delaware
Meadowville, LP		Delaware
Mexigarten Services, S. de R.L. de C.V.		Foreign
Miller Weingarten Realty, LLC		Colorado
Nanocorp, Inc.		Texas
NOBSIL, L.L.C.		Maine
Northcross Holdings, LLC		Delaware
Northlake C LP		Delaware
Northwest Hollister Venture		Texas
Outland Center Drive LP		Delaware
Palm Coast Center Outparcels, LLC		Delaware
Palm Coast Center, LLC		Delaware
Parliament Square Center, Inc.		Texas
Phelan Boulevard Venture		Texas
Pineapple Commons Retail LP		Delaware
Pinecrest Plaza Holdings, LLC		Delaware
Preston Shepard Retail LP		Delaware
Rancho San Marcos Holdings, LLC		Delaware
RGC Starr Retail, Ltd.		Texas
Roswell Corners Holdings LLC		Delaware
S/W Albuquerque, L.P.		Texas
Shary Retail, Ltd.		Texas
Sheldon Center, Ltd.		Texas
Southside Industrial Way LP		Delaware
SPM/WRI College Station, L.P.		Texas
SPM/WRI Rockwall, L.P.		Texas
Steele Creek Holdings, LLC		Delaware
Strategic Retail Partners II, L.L.C.		Delaware
SV Portfolio LP		Delaware
Utah-WRI Holdings, L.L.C.		Delaware
VPBH Associates, L.P.		Texas
Walthall A & B LP		Delaware
Walthall C LP		Delaware
WB Retail Sub GP LLC		Delaware
WB Sub GP, LLC		Delaware
Weingarten - Fulton, LLC		Delaware
Weingarten 1815 S. 10th JV		Texas
Weingarten Aurora Inc.		Colorado
Weingarten DRC Clermont TRS, LLC		Florida
Weingarten DRC Clermont, LLC		Florida
Weingarten Golden State, Inc.		Delaware
Weingarten GS Delaware, Inc.		Delaware
Weingarten GS, Inc.		Texas
Weingarten Herndon Plaza JV		Delaware
Weingarten I-4 Clermont Landing TRS, LLC		Florida
Weingarten I-4 Clermont Landing, LLC		Florida
Weingarten I-4 St. Augustine EV, LLC		Florida
Weingarten Las Tiendas JV		Texas
Weingarten Lowry Inc.		Colorado
Weingarten Maya Tropicana II, LLC		Delaware
Weingarten Maya Tropicana, LLC		Delaware
Weingarten Mexico LLC		Delaware
Weingarten Miller Buckingham LLC		Colorado
Weingarten Miller Equiwest Salt Lake LLC		Colorado
Weingarten Miller MDH Buckingham LLC		Colorado
Weingarten Miller Salt Lake LLC		Colorado
Weingarten Miller Sheridan II LLC		Colorado
Weingarten Miller Sheridan LLC		Colorado
Weingarten NAP GP, LLC		Delaware
Weingarten NAP, LP		Delaware
Weingarten Newquist, LLC		Delaware
Weingarten Nolana JV		Texas
Weingarten Northcross JV		Texas
Weingarten Nostat, Inc.		Texas
Weingarten Realty Management Company		Texas
Weingarten Services LLC		Delaware
Weingarten Shary Crossing JV		Texas
Weingarten Shary North JV		Texas
Weingarten Shary South JV		Texas
Weingarten Starr Plaza JV		Texas
Weingarten Stoneridge, LLC		Delaware
Weingarten Tenth-Jackson West JV		Texas
Weingarten Thorncreek Inc.		Colorado
Weingarten/Bridges at Smoky Hill		Texas
Weingarten/Bridges at Smoky Hill II LLC		Delaware
Weingarten/Bridges at Smoky Hill III LLC		Delaware
Weingarten/Finger Venture		Texas
Weingarten/Investments, Inc.		Texas
Weingarten/Lufkin, Inc.		Texas
Weingarten/Maya Tropicana Venture		Nevada
Weingarten/Miller/American Fork Joint Venture		Texas
Weingarten/Miller/American Fork LLC		Colorado
Weingarten/Miller/Aurora II LLC		Colorado
Weingarten/Miller/Fiest, LLC		Delaware
Weingarten/Miller/Lowry II LLC		Colorado
Weingarten/Miller/Thorncreek II, LLC		Colorado
Weingarten/Miller/Westminster Joint Venture		Texas
Weingarten/Monvis LLC		Arizona
Wirt Road Realty, LLC		Texas
WNI/Tennessee Holdings, Inc.		Delaware
WNI/Tennessee, L.P.		Delaware
WR Paradise Key, LLC		Delaware
WR Tully, LP		Delaware
WRI 151 Ingram GP, LLC		Delaware
WRI 151 Ingram LP		Delaware
WRI Alliance Riley Venture		Texas
WRI Alliance Riley Venture III		Texas
WRI Best in the West, LLC		Delaware
WRI Brookwood Marketplace, LLC		Delaware
WRI Brookwood Square, LLC		Delaware
WRI Camp Creek Marketplace II, LLC		Delaware
WRI Charleston Commons Holdings, LLC		Delaware
WRI Charleston Commons, LLC		Delaware
WRI Cottonwood Holdings, LLC		Delaware
WRI Cottonwood, LLC		Delaware
WRI Countryside Centre Holdings, LLC		Delaware
WRI Countryside Centre, LLC		Delaware
WRI Cumberland GP, LLC		Texas
WRI Cumberland, LP		Texas
WRI Desert Village Holdings, LLC		Delaware
WRI Desert Village, LLC		Delaware
WRI Edgewater Marketplace, LLC		Delaware
WRI El Camino, LP		Texas
WRI Fiesta Trails Holdings, LLC		Texas
WRI Fiesta Trails, LP		Texas
WRI Flamingo Pines, LLC		Delaware
WRI Freedom Centre, L.P.		Delaware
WRI Galleria Holdings, LLC		Delaware
WRI Galleria, LLC		Delaware
WRI Gateway Station GP, LLC		Delaware
WRI Gateway Station, LP		Delaware
WRI Golden State, LLC		Delaware
WRI GP I, Inc.		Texas
WRI Greenhouse LP		Delaware
WRI GS Partnership, L.P.		Delaware
WRI Hopewell, LLC		Delaware
WRI HR Heritage Station LLC		Delaware
WRI HR Manager LLC		Delaware
WRI HR Parkland LLC		Delaware
WRI HR Retail Venture I LLC		Delaware
WRI HR Sandy Plains LLC		Delaware
WRI HR Thompson Bridge LLC		Delaware
WRI HR Venture Properties I LLC		Delaware
WRI Hughes, LLC		North Carolina
WRI Jackson West, LP		Delaware
WRI Johnston Road Plaza, LLC		Delaware
WRI JT Flamingo Pines, LP		Delaware
WRI JT GP, LLC		Delaware
WRI JT Hollywood Hills I GP, LLC		Delaware
WRI JT Hollywood Hills I, LP		Delaware
WRI JT Hollywood Hills II GP, LLC		Delaware
WRI JT Hollywood Hills II, LP		Delaware
WRI JT Northridge, LP		Delaware
WRI JT Pembroke Commons, LP		Delaware
WRI JT Princeton Lakes GP, LLC		Delaware
WRI JT Princeton Lakes, LP		Delaware
WRI JT Retail Holdings GP, LLC		Delaware
WRI JT Retail Holdings, LP		Delaware
WRI JT Tamiami Trail, LP		Delaware
WRI Laguna Isles, LLC		Delaware
WRI Lakeland, LLC		Delaware
WRI Lakeside Marketplace, LLC		Delaware
WRI Las Tiendas, LP		Delaware
WRI Madera Village Holdings, LLC		Delaware
WRI Madera Village, LLC		Delaware
WRI Marshalls Plaza, LP		Texas
WRI North American Properties, L.P.		Delaware
WRI North Towne, LLC		Delaware
WRI Northcross, LP		Texas
WRI Oak Grove Market Center, LLC		Delaware
WRI Overton Holdings, LLC		Delaware
WRI Overton Park, LLC		Texas
WRI Overton Plaza, LP		Texas
WRI Parkland, LLC		Delaware
WRI Pinecrest Plaza, LLC		Delaware
WRI Princeton Lakes, LLC		Delaware
WRI Ravenstone, LLC		Delaware
WRI Regency Centre, LLC		Delaware
WRI Retail Pool I, L.P.		Texas
WRI Ridgeway, LLC		Delaware
WRI River Marketplace, LLC		Delaware
WRI Roswell Corners, LLC		Delaware
WRI Sandy Plains, LLC		Delaware
WRI Seminole Holdings, LLC		Delaware
WRI Seminole II, LLC		Delaware
WRI Seminole Marketplace, LLC		Delaware
WRI Shoppes at Bears Path, LLC		Delaware
WRI Shoppes of South Semoran Holdings, LLC		Delaware
WRI Shoppes of South Semoran, LLC		Delaware
WRI Southern Industrial Pool LLC		Delaware
WRI Steele Creek, LLC		Delaware
WRI Strom, L.P.		Delaware
WRI Thompson Bridge, LLC		Delaware
WRI Trautmann, L.P.		Delaware
WRI Uintah Gardens, LLC		Delaware
WRI Uintah Holdings, LLC		Delaware
WRI University Palms, LLC		Delaware
WRI University Place, LLC		Delaware
WRI West Gate South, L.P.		Texas
WRI Western Retail Partners GP, LLC		Delaware
WRI Western Retail Partners LP		Delaware
WRI Western Retail REIT LP		Delaware
WRI Westgate Industrial Holdings LLC		Texas
WRI Westgate Industrial LP		Texas
WRI/7080 Express Lane, Inc.		Texas
WRI/Atlanta Park, L.P.		Delaware
WRI/Atlanta Park-3658, L.P.		Delaware
WRI/BIT Retail JV, LP		Delaware
WRI/Chino Hills, LLC		Delaware
WRI/Falls Pointe, LLC		Delaware
WRI/High House LLC		Delaware
WRI/Hollywood Hills, LLC		Delaware
WRI/Lone Star, Inc.		Texas
WRI/Louisiana Holdings, Inc.		Delaware
WRI/Miller Westminster I LLC		Delaware
WRI/Miller Westminster II LLC		Delaware
WRI/Pavilion, Inc.		Texas
WRI/Pembroke, Ltd.		Texas
WRI/Pitman Corners, Inc.		Texas
WRI/Post Oak, Inc.		Texas
WRI/Raleigh LP		Delaware
WRI/Rancho San Marcos, LLC		Delaware
WRI/Rockwall, Inc.		Texas
WRI/Tamiami Trail, LLC		Delaware
WRI/TEXLA, LLC		Louisiana
WRI/Utah Properties, L.P.		Delaware
WRI/West Jordan LLC		Delaware
WRI-AEW Lone Star Retail Portfolio, LLC		Delaware
WRI-GDC Englewood, LLC		Delaware
WRI-IND GP, LLC		Delaware
WRI-JAMESTOWN Retail Venture, LP		Delaware
WRIJV, LP		Delaware
WRI-RET GP, LLC		Delaware
WRI-SRP Chatham Crossing, LLC		Delaware
WRI-SRP Cole Park Plaza, LLC		Delaware
WRI-SRP Hilton Head, LLC		Delaware
WRI-SRP Indian Harbour, LLC		Delaware
WRI-SRP Lake Washington, LLC		Delaware
WRI-SRP Paradise Isle Holdings, LLC		Delaware
WRI-SRP Paradise Isle, LLC		Delaware
WRI-SRP Shoppes of Port Charlotte Pad, LLC		Delaware
WRI-SRP Shoppes of Port Charlotte, LLC		Delaware
WRI-SRP Sunrise West, LLC		Delaware
WRI-TC Alafaya Square, LLC		Delaware
WRI-TC East Lake Woodlands, LLC		Delaware
WRI-TC International Drive Value Center, LLC		Delaware
WRI-TC Kendall Corners, LLC		Delaware
WRI-TC Marketplace at Dr. Phillips, LLC		Delaware
WRI-TC Palm Lakes Plaza, LLC		Delaware
WRI-TC South Dade Shopping Center, LLC		Delaware
WRI-URS Clackamas, LLC		Delaware
WRI-URS Meridian, LLC		Delaware
WRI-URS Mukilteo Speedway, LLC		Delaware
WRI-URS Rainier Valley, LLC		Delaware
WRI-URS Raleigh Hills, LLC		Delaware
WRI-URS South Hill, LLC		Delaware
WT Florida Ventures, LLC		Delaware

BY:	/s/ Andrew M. Alexander
	Andrew M. Alexander
	President/Chief Executive Officer

March 1, 2011

BY:	/s/ Stephen C. Richter
	Stephen C. Richter
	Executive Vice President/Chief Financial Officer

March 1, 2011