10-K 1 wri-20131231x10k.htm 10-K WRI-2013.12.31-10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 10-K
(Mark One)
ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
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, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Shares of Beneficial Interest, $0.03 par value
 
New York Stock Exchange
Series 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  ý            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  ý
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  ý     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   ý            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.      ý
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  ý
Accelerated filer  ¨
Non-accelerated filer  ¨
(Do not check if a smaller reporting company)
Smaller reporting company  ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES  ¨            NO  ý
The aggregate market value of the common shares of beneficial interest held by non-affiliates on June 30, 2013 (based upon the most recent closing sale price on the New York Stock Exchange as of such date of $30.77) was $3.4 billion.
As of January 31, 2014, there were 121,950,270 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 April 24, 2014 have been incorporated by reference to Part III of this Form 10-K.



TABLE OF CONTENTS
 
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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 those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) disruptions in financial markets, (ii) general economic and local real estate conditions, (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iv) financing risks, such as the inability to obtain equity, debt, or other sources of financing on favorable terms, (v) changes in governmental laws and regulations, (vi) the level and volatility of interest rates, (vii) the availability of suitable acquisition opportunities, (viii) the ability to dispose properties, (ix) changes in expected development activity, (x) increases in operating costs, (xi) tax matters, including failure to qualify as a real estate investment trust, and (xii) investments through real estate joint ventures and partnerships, which involve risks not present in investments in which we are the sole investor. Accordingly, there is no assurance that our expectations will be realized. For further discussion of the factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Item 1A. Risk Factors.”

PART I

ITEM 1. Business
General Development of Business.    Weingarten Realty Investors is a real estate investment trust (“REIT”) organized under the Texas Business Organizations Code. We, and our predecessor entity, began the ownership and development of shopping centers and other commercial real estate in 1948. Our primary business is leasing space to tenants in the shopping centers we own or lease. We also provide property management services for which we charge fees to either joint ventures where we are partners or other outside owners.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 and the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for the year ended December 31, 2013, for information on certain recent developments of the Company.
Financial Information about Segments.    We are in the business of owning, managing and developing retail shopping centers. As each of our centers has similar characteristics and amenities, our operations have been aggregated into one reportable segment. See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for further information regarding reportable segments.
Narrative Description of Business.    At December 31, 2013, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 268 developed income-producing properties and two properties under various stages of construction and development, which are located in 21 states spanning the country from coast to coast. The portfolio of properties contains approximately 49.9 million square feet of gross leasable area that is either owned by us or others.
We also owned interests in 35 parcels of land held for development that totaled approximately 26.4 million square feet.
At December 31, 2013, we employed 316 full-time persons; our principal executive offices are located at 2600 Citadel Plaza Drive, Houston, Texas 77008; and our phone number is (713) 866-6000. We also have 10 regional offices located in various parts of the United States (“U.S.”).

1


Investment and Operating Strategy.    Our goal is to remain a leader in owning and operating top-tier neighborhood and community shopping centers in certain markets of the U.S. We expect to achieve this goal by strategically focusing on core operating fundamentals through our decentralized operating platform built on local expertise in leasing and property 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. Proceeds from dispositions may be recycled by repaying debt, purchasing new assets or reinvesting in currently owned assets or for other corporate purposes. We remain committed to maintaining a conservatively leveraged balance sheet, a well-staggered debt maturity schedule and strong credit agency ratings.
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.
We may invest in mortgages; however, we have traditionally invested in first mortgages to real estate joint ventures or partnerships in which we own an equity interest or to obtain control over a real estate asset that we desire to own. We may also invest in securities of other issuers for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification.
In acquiring and developing properties, we attempt to accumulate enough properties in a geographic area to allow for the establishment of a regional office, which enables us to obtain in-depth knowledge of the market from a leasing perspective and to have easy access to the property and our tenants from a management viewpoint.
We expect to continue our focus on the future growth of the portfolio in neighborhood and community shopping centers in markets where we currently operate and may expand to other markets throughout the U.S. Our markets of interest reflect high income and job growth, as well as high barriers-to-entry. Our attention is also focused on high quality, supermarket-anchored and necessity-based centers.
Diversification from both a geographic and tenancy perspective is a critical component of our operating strategy. We continue to seek opportunities outside the Texas market, where approximately 28.2% of the building square footage of our properties is located, up from 28.1% in 2012. With respect to tenant diversification, our two largest tenants, The Kroger Co. and TJX Companies, Inc., accounted for 3.8% and 2.5%, respectively, of our total rental revenues for the year ended December 31, 2013. No other tenant accounted for more than 1.9% of our total rental revenues. 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. 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.
Strategically, we strive to finance our growth and working capital needs in a conservative manner, including managing our debt maturities. Our senior debt credit ratings were BBB from Standard & Poors and Baa2 from Moody’s Investor Services with both projecting a stable outlook as of December 31, 2013 and 2012. We intend to maintain a conservative approach to managing our balance sheet, which, in turn, gives us many options for raising debt or equity capital when needed. At December 31, 2013 and 2012, our ratio of earnings to combined fixed charges and preferred dividends as defined by the Securities and Exchange Commission (“SEC”), not based on funds from operations, was 2.10 to 1 and 1.59 to 1, respectively. Our debt to total assets before depreciation ratio was 43.5% and 42.2% at December 31, 2013 and 2012, respectively.
Our policies with respect to the investment and operating strategies discussed above are periodically reviewed by our Board of Trust Managers and may be modified without a vote of our shareholders.
Location of Properties.    Our properties are located in 21 states, primarily throughout the southern half of the country. As of December 31, 2013, we have 270 properties (including two properties under development) that were owned or operated under long-term leases, either directly or through our interests in real estate joint ventures or partnerships. Total revenues less operating expenses and real estate taxes from continuing operations ("net operating income from continuing operations") generated by our properties located in Houston and its surrounding areas was 19.1% of total net operating income from continuing operations for the year ended December 31, 2013, and an additional 8.4% of net operating income from continuing operations is generated from properties that are located in other parts of Texas. We also have 35 parcels of land held for development, nine of which are located in Houston and its surrounding areas and 11 of which are located in other parts of Texas. Because 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.

2


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 in our trade areas. This results in competition for the acquisition of both existing income-producing properties and prime development sites. Competition for these acquisitions may also increase as credit availability improves resulting in additional pricing pressure.
We also compete for tenants to occupy the space that is developed, acquired and managed by our competitors. The principal competitive factors in attracting tenants in our market areas are location, price, anchor tenants and maintenance of properties. We believe our key competitive advantages include the favorable locations of our properties, knowledge of markets and customer bases, our ability to provide a retailer with multiple locations with quality anchor tenants and the practice of continuous maintenance and renovation of our properties.
Qualification as a Real Estate Investment Trust.    As of December 31, 2013, we met the qualification requirements of a REIT under the Internal Revenue Code, as amended. As a result, we will not be subject to federal income tax to the extent it meets certain requirements of the Internal Revenue Code, with the exception of our taxable REIT subsidiary.
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, Code of Ethical Conduct for Officers and Senior Financial Associates and Governance Policies. In the event of any changes to these charters, codes or policies, 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 in Item 8 herein.

ITEM 1A. Risk Factors
The risks described below could materially and adversely affect our shareholders and our results of operations, financial condition, liquidity and cash flows. In addition to these risks, our operations may also be affected by additional factors not presently known or that we currently consider immaterial to our operations.
Disruptions in the financial markets could affect our liquidity and have other adverse effects on us and the market price of our common shares of beneficial interest.
The U.S. and global equity and credit markets have experienced and may in the future 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 continue to restore consumer confidence, maintain stabilized markets or continue to provide the availability of equity or credit financing.

3


Among the market conditions that may affect the value of our common shares and preferred shares and access to the capital markets are the following:
The attractiveness of REIT securities as compared to other securities, including securities issued by other real estate companies, fixed income equity securities and debt securities;
Changes in revenues or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
The degree of interest held by institutional investors;
The market's perception of the quality of our assets and our growth potential;
The ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms;
Our ability to re-lease space as leases expire;
Our ability to refinance our indebtedness as it matures;
Actual or anticipated quarterly fluctuations in our operating results and financial condition;
Any changes in our distribution policy;
Any future issuances of equity securities;
Strategic actions by us or our competitors, such as acquisitions or restructurings;
General market conditions and, in particular, developments related to market conditions for the real estate industry; and
Domestic and international economic and political factors unrelated to our performance.
The volatility in the stock market can create price and volume fluctuations that may not necessarily be comparable to operating performance.
The economic performance and value of our shopping centers depend on many factors, each of which could have an adverse impact on our cash flows and operating results.
The economic performance and value of our properties can be affected by many factors, including the following:
Changes in the national, regional and local economic climate;
Changes in environmental regulatory requirements including, but not limited to, legislation on global warming;
Local conditions such as an oversupply of space or a reduction in demand for real estate in the area;
The attractiveness of the properties to tenants;
Competition from other available space;
Competition for our tenants from Internet sales;
Our ability to provide adequate management services and to maintain our properties;
Increased operating costs, if these costs cannot be passed through to tenants;
The cost of periodically renovating, repairing and releasing spaces;
The consequences 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.

4


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 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.
We have a high concentration of properties in the state of Texas, and adverse economic or other conditions in that area could have a material adverse effect on us.
We are particularly susceptible to adverse economic or other conditions in the state of Texas, including increased unemployment, industry slowdowns, business layoffs or downsizing, decrease consumer confidence, relocations of businesses, changes in demographics, increases in real estate and other taxes, increase regulations and natural disasters, any of which could have a material adverse effect on us.
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 the capital markets could impact the availability of debt financing due to numerous factors, including the tightening of underwriting standards by lenders and credit rating agencies. 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.

5


Our real estate assets may be subject to impairment charges.
Periodically, we assess whether there are any indicators that the value of our real estate assets, including any capitalized costs and any identifiable intangible assets, may be impaired. A property's value is impaired only if the estimate of the aggregate future undiscounted cash flows without interest charges to be generated by the property are less than the carrying value of the property. In estimating cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. If we are evaluating the potential sale of an asset or development alternatives, the undiscounted future cash flows consider the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. Determining whether a property is impaired and, if impaired, the amount of write-down to fair value requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. If market conditions deteriorate or management’s plans for certain properties change, additional write-downs could be required in the future and any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.
Reduction of rental income would adversely affect our profitability, our ability to meet our debt obligations and our ability to make distributions to our shareholders.
The substantial majority of our income is derived from rental income from real property. As a result, our performance depends on our ability to collect rent from tenants. Our income and funds for distribution would be negatively affected if a significant number of our tenants, or any of our major tenants (as discussed in more detail below):
Delay lease commencements;
Decline to extend or renew leases upon expiration;
Fail to make rental payments when due; or
Close stores or declare bankruptcy.
Any of these actions could result in the termination of the tenants’ lease and the loss of rental income attributable to the terminated leases. In addition, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In these events, we cannot be sure that any tenant whose lease expires will renew that lease or that we will be able to re-lease space on economically advantageous terms. Furthermore, certain costs remain fixed even though a property may not be fully occupied. 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.
Adverse effects on the success and stability of our anchor tenants, could lead to reductions of rental income.
Our rental income could be adversely affected in the event of a downturn in the business, or the bankruptcy or insolvency of any anchor store or anchor tenant. Anchor tenants generally occupy large amounts of square footage, pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing significant numbers of customers to a property. The closing of one or more anchor stores at a property could adversely affect that property and result in lease terminations or reductions in rent from other tenants, whose leases may permit termination or rent reduction in those circumstances or whose own operations may suffer as a result. Furthermore, tenant demand for certain of our anchor spaces may decrease, and as a result, we may see an increase in vacancy and/or a decrease in rents for those spaces, which could have a negative impact to our rental income.

6


We face significant competition in the leasing market, which may decrease or prevent increases in the occupancy and rental rates of our properties.
We compete with numerous developers, owners and operators of retail properties, many of which own properties similar to, and in the same market sectors as, our properties. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants, or we may be forced to reduce rental rates in order to attract new tenants and retain existing tenants when their leases expire.
Also, if our competitors develop additional retail properties in locations near our properties, there may be increased competition for customer traffic and creditworthiness tenants, which may result in fewer tenants or decreased cash flows from tenants, or both, and may require us to make capital improvements to properties that we would not have otherwise made. Our tenants also face increasing competition from other forms of marketing of goods, such as direct mail and Internet marketing. As a result, our financial condition and our ability to make distributions to our shareholders may be adversely affected.
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; and
We may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs.
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. Also, 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.

7


Real estate property investments are illiquid, and therefore, we may not be able to dispose of properties when desirable or on favorable terms.
Real estate property investments generally cannot be disposed of quickly. In addition, the Internal Revenue Code imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. 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.
As part of our capital recycling program, we intend to sell our non-core assets and may not be able to recover our investments, which may result in losses to us.
There can be no assurance that we will be able to recover the current carrying amount of all of our owned and partially owned non-core properties and investments in the future. Our failure to do so would require us to recognize impairment charges in the period in which we reached that conclusion, which could adversely affect our business, financial condition, operating results and cash flows.
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.
Credit ratings may not reflect all the risks of an investment in our debt or preferred shares and rating changes could adversely effect our revolving credit facility.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts and preferred dividends when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our debt and preferred shares. Credit ratings may be revised or withdrawn at any time by the rating agency at its sole discretion. Additionally, our revolving credit facility fees are based on our credit ratings. We do not undertake any obligation to maintain the ratings or to advise holders of our debt or preferred shares of any change in ratings. Each agency's rating should be evaluated independently of any other agency's rating.
There can be no assurance that we will be able to maintain our current credit ratings. Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all, and could significantly reduce the market price of our publicly-traded securities.

8


Rising interest rates could adversely affect our cash flows and adversely affect the market price of our debt and preferred shares.
We have indebtedness with interest rates that vary depending on market indices. Also, our credit facilities bear interest at variable rates. We may incur variable-rate debt in the future. Increases in interest rates on variable-rate debt would increase our interest expense, which would negatively affect net income and cash available for payment of our debt obligations and distributions to shareholders. In addition, an increase in interest rates could adversely affect the market value of our outstanding debt and preferred shares, as well as increase the cost of refinancing and the issuance of new debt or securities.
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.
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 or refinance, because neither our partner or co-venturer nor we would have full control over the partnership or joint venture. These factors could limit the return that we receive from those investments or cause our cash flows to be lower than our estimates.
Volatility in market and economic conditions may impact our partners’ ability to perform in accordance with our real estate joint venture and partnership agreements resulting in a change in control or the liquidation plans of its underlying properties.
Changes in control of our investments could result if any reconsideration events occur, 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.
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

9


Unless we were entitled to relief under applicable statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost our qualification, and our cash available for distribution to our shareholders would, therefore, be reduced for each of the years in which we do not qualify as a REIT.
Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow. We may also be subject to certain U.S. federal, state and local taxes on our income and property either directly or at the level of our subsidiaries. Any of these taxes would decrease cash available for distribution to our shareholders.
Compliance with REIT requirements may negatively affect our operating decisions.
To maintain our status as a REIT for U.S. federal income tax purposes, we must meet certain requirements, on an ongoing basis, including requirements regarding our sources of income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our common shares. We may also be required to make distributions to our shareholders when we do not have funds readily available for distribution or at times when our funds are otherwise needed to fund capital expenditures.
As a REIT, we must distribute at least 90% of our annual net taxable income (excluding net capital gains) to our shareholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our net taxable income may be greater than our cash flow available for distribution to our shareholders. If we do not have other funds available in these situations, we could be required to borrow funds, sell a portion of our securities at unfavorable prices or find other sources of funds in order to meet the REIT distribution requirements.
Dividends paid by REITs generally do not qualify for reduced tax rates.
Effective January 1, 2013, the maximum U.S. federal income tax rate for qualified dividends paid to individual U.S. shareholders is 20%. Unlike dividends received from a corporation that is not a REIT, our distributions to individual shareholders generally are not eligible for the reduced rates and are, consequently, taxed at ordinary income rates.
Our common shares dividend policy may change in the future.
The timing, amount and composition of any future dividends 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 dividends 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. Any change in our dividend policy could have an adverse effect on the market price of our common shares.
Our declaration of trust contains certain limitations associated with share ownership.
To maintain our status as a REIT, our declaration of trust prohibits any individual from owning more than 9.8% of our outstanding common shares. This restriction is likely to discourage third parties from acquiring control without the consent of our Board of Trust Managers, even if a change in control were in the best interests of our shareholders.
Also, our declaration of trust requires the approval of the holders of 80% of our outstanding common shares and the approval by not less than 50% of the outstanding common shares not owned by any related person (a person owning more than 50% of our common shares) to consummate a business transaction such as a merger. There are certain exceptions to this requirement; however, the 80% approval requirement could make it difficult for us to consummate a business transaction even if it is in the best interest of our shareholders.

10


There may be future dilution of our common shares.
Our declaration of trust authorizes our Board of Trust Managers to, among other things, issue additional common or preferred shares or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional common or preferred shares or convertible securities could be substantially dilutive to holders of our common shares. Moreover, to the extent that we issue restricted shares, options, or warrants to purchase our common shares in the future and those options or warrants are exercised or the restricted shares vest, our shareholders may experience further dilution. Holders of our common shares have no preemptive rights that entitle them to purchase a pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.
We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common shares as to distributions and in liquidation, which could negatively affect the value of our common shares.
In the future, we may attempt to increase our capital resources by entering into unsecured or secured debt or debt-like financings, or by issuing additional debt or equity securities, which could include issuances of medium-term notes, senior notes, subordinated notes, secured debt, guarantees, preferred shares, hybrid securities, or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive distributions of our available assets before distributions to the holders of our common shares. Because any decision to incur debt and issue securities in future offerings may be influenced by market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.
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.
Changes in accounting standards may adversely impact our reported financial condition and results of operations.
The Financial Accounting Standards Board (“FASB”), in conjunction with the SEC, has several key projects on their agenda that could impact how we currently account for our material transactions, including lease accounting and other convergence projects with the International Accounting Standards Board. We believe that these and other potential proposals could have varying degrees of impact on us ranging from minimal to material. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact any such proposal could have on us.
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.

11


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 tenant's 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.
We may be subject to liability under environmental laws, ordinances and regulations.
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 disposal or treatment of hazardous or toxic substances released on or in our property. We may also be liable for certain 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.
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.
Our business and operations would suffer in the event of system failures.
Despite the implementation of security measures and the existence of a disaster recovery plan for our internal information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by such disruptions.
We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.
Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cybersecurity attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats including a defense in depth strategy of malware detection, password protection, backup servers and monthly penetration testing, there is no guarantee such efforts will be successful in preventing a cybersecurity attack. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. Cybersecurity incidents could compromise the confidential information of our tenants, employees and third-party vendors and disrupt and affect the efficiency of our business operations.


12


ITEM 1B. Unresolved Staff Comments
None.

13


ITEM 2. Properties
At December 31, 2013, our real estate properties consisted of 270 locations in 21 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
Operating Centers
 
 
 
 
 
Arizona
 
 
 
 
 
Arcadia Biltmore Plaza, Campbell Ave. at North 36th St., Phoenix
 
 
21,122

 
74,000

Arrowhead Festival S.C., 75th Ave. at W. Bell Rd., Glendale
 
 
194,309

 
157,000

Broadway Marketplace, Broadway at Rural, Tempe
 
 
87,379

 
347,000

Camelback Village Square, Camelback at 7th Avenue, Phoenix
 
 
242,715

 
543,000

Desert Village, Pinnacle Peak Rd at Pima Rd, Scottsdale
 
 
107,071

 
595,901

Entrada de Oro, Magee Road and Oracle Road, Tucson
 
 
109,075

 
572,000

Fountain Plaza, 77th St. at McDowell, Scottsdale
 
 
305,588

 
445,000

Laveen Village Market, Baseline Rd. at 51st St., Phoenix
 
 
318,805

 
372,274

Madera Village, Tanque Verde Rd. and Catalina Hwy., Tucson
 
 
106,858

 
419,000

Mohave Crossroads, Bullhead Parkway at State Route 95, Bullhead City
 
 
395,477

 
990,867

Monte Vista Village Center, Baseline Rd. at Ellsworth Rd., Mesa
 
 
108,551

 
353,000

Oracle Crossings, Oracle Highway and Magee Road, Tucson
 
 
261,194

 
1,307,000

Oracle Wetmore, Wetmore Road and Oracle Highway, Tucson
 
 
343,237

 
711,162

Palmilla Center, Dysart Rd. at McDowell Rd., Avondale
 
 
178,219

 
264,000

Pueblo Anozira, McClintock Dr. at Guadalupe Rd., Tempe
 
 
157,607

 
769,000

Raintree Ranch, Ray Rd. at Price Rd., Chandler
 
 
133,020

 
714,813

Rancho Encanto, 35th Avenue at Greenway Rd., Phoenix
 
 
72,170

 
246,440

Red Mountain Gateway, Power Rd. at McKellips Rd., Mesa
 
 
199,012

 
353,000

Scottsdale Horizon, Frank Lloyd Wright Blvd. and Thompson Peak Parkway, Scottsdale
 
 
148,383

 
61,000

Shoppes at Bears Path, Tanque Verde Rd. and Bear Canyon Rd., Tucson
 
 
66,131

 
362,000

Squaw Peak Plaza, 16th Street at Glendale Ave., Phoenix
 
 
60,728

 
220,000

The Shoppes at Parkwood Ranch, Southern Avenue and Signal Butte Road, Mesa
 
 
106,738

 
569,966

Valley Plaza, S. McClintock at E. Southern, Tempe
 
 
153,880

 
570,000

Arizona, Total
 
 
3,877,269

 
11,017,423

Arkansas
 
 
 
 
 
Markham Square, W. Markham at John Barrow, Little Rock
 
 
124,284

 
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
 
 
355,410

 
1,489,000

California
 
 
 
 
 
580 Market Place, E. Castro Valley at Hwy. I-580, Castro Valley
 
 
100,097

 
444,000

8000 Sunset Strip Shopping Center, Sunset Blvd. and Crescent Heights Blvd., Los Angeles
 
 
172,596

 
89,298

Arcade Square, Watt Ave. at Whitney Ave., Sacramento
 
 
76,497

 
234,000

Buena Vista Marketplace, Huntington Dr. at Buena Vista St., Duarte
 
 
115,340

 
322,000

Centerwood Plaza, Lakewood Blvd. at Alondra Dr., Bellflower
 
 
90,776

 
333,000

Chino Hills Marketplace, Chino Hills Pkwy. at Pipeline Ave., Chino Hills
 
 
310,921

 
1,187,000

Creekside Center, Alamo Dr. at Nut Creek Rd., Vacaville
 
 
114,445

 
400,000

Discovery Plaza, W. El Camino Ave. at Truxel Rd., Sacramento
 
 
93,398

 
417,000

El Camino Promenade, El Camino Real at Via Molena, Encinitas
 
 
129,676

 
451,000

Freedom Centre, Freedom Blvd. At Airport Blvd., Watsonville
 
 
150,865

 
543,000

Fremont Gateway Plaza, Paseo Padre Pkwy. at Walnut Ave., Fremont
 
 
361,701

 
650,000

Greenhouse Marketplace, Lewelling Blvd. at Washington Ave., San Leandro
 
 
236,832

 
578,000

Hallmark Town Center, W. Cleveland Ave. at Stephanie Ln., Madera
 
 
98,359

 
365,000

Jess Ranch Marketplace, Bear Valley Rd. at Jess Ranch Pkwy., Apple Valley
 
 
307,870

 
920,423


14


Center and Location
 
 
Building
Total
 
Land
Total
Jess Ranch Phase III, Bear Valley Road at Jess Ranch Parkway, Apple Valley
 
 
194,342

 
700,431

Marshalls Plaza, McHenry at Sylvan Ave., Modesto
 
 
85,952

 
218,000

Menifee Town Center, Antelope Rd. at Newport Rd., Menifee
 
 
248,734

 
658,000

Prospectors Plaza, Missouri Flat Rd. at US Hwy. 50, Placerville
 
 
252,521

 
866,684

Rancho San Marcos Village, San Marcos Blvd. at Rancho Santa Fe Rd., San Marcos
 
 
132,689

 
541,000

San Marcos Plaza, San Marcos Blvd. at Rancho Santa Fe Rd., San Marcos
 
 
81,086

 
116,000

Shasta Crossroads (II), Churn Creek Rd and State Hwy 44, Redding
(1)(3)
 
90,663

 
252,783

Shasta Crossroads, Churn Creek Rd. at Dana Dr., Redding
 
 
176,866

 
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
 
 
162,426

 
596,000

Stoneridge Town Centre, Highway 60 at Nason St., Moreno Valley
(1)(3)
 
434,450

 
1,104,246

Stony Point Plaza, Stony Point Rd. at Hwy. 12, Santa Rosa
 
 
200,011

 
619,000

Summerhill Plaza, Antelope Rd. at Lichen Dr., Sacramento
 
 
128,835

 
704,000

Valley, Franklin Blvd. and Mack Rd., Sacramento
 
 
107,005

 
580,000

Westminster Center, Westminster Blvd. at Golden West St., Westminster
 
 
425,437

 
1,739,000

California, Total
 
 
5,278,315

 
16,721,865

Colorado
 
 
 
 
 
Aurora City Place, E. Alameda at I225, Aurora
(1)(3)
 
542,956

 
2,260,000

Cherry Creek, E. Alameda Ave. at S. Colorado Blvd., Glendale
 
 
272,671

 
330,795

CityCenter Englewood, S. Santa Fe at Hampden Ave., Englewood
(1)(3)
 
359,213

 
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
 
 
270,553

 
538,576

Green Valley Ranch Towne Center, Tower Rd. at 48th Ave., Denver
(1)(3)
 
114,947

 
276,000

Lowry Town Center, 2nd Ave. at Lowry Ave., Denver
(1)(3)
 
129,398

 
246,000

River Point at Sheridan, Highway 85 and Highway 285, Sheridan
 
 
519,020

 
3,556,487

Thorncreek Crossing, Washington St. at 120th St., Thornton
(1)(3)
 
386,127

 
1,156,863

Westminster Plaza, North Federal Blvd. at 72nd Ave., Westminster
(1)
 
111,113

 
636,000

Colorado, Total
 
 
2,815,056

 
10,324,250

Florida
 
 
 
 
 
Alafaya Square, Alafaya Trail, Oviedo
(1)(3)
 
176,486

 
915,000

Argyle Village, Blanding at Argyle Forest Blvd., Jacksonville
 
 
312,432

 
1,329,000

Atlantic North, Kernan Blvd. at Atlantic Blvd., Jacksonville
(1)(3)
 
112,685

 
326,061

Atlantic West, Kernan Blvd. at Atlantic Blvd., Jacksonville
(1)(3)
 
180,578

 
584,304

Boca Lyons, Glades Rd. at Lyons Rd., Boca Raton
 
 
117,515

 
545,000

Clermont Landing, U.S. 27 & Steve's Road, Clermont
(1)(3)
 
338,956

 
2,039,915

Colonial Landing, East Colonial Dr. at Maguire Boulevard, Orlando
(1)
 
259,024

 
980,000

Colonial Plaza, E. Colonial Dr. at Primrose Dr., Orlando
 
 
498,794

 
2,009,000

Countryside Centre, US Highway 19 at Countryside Boulevard, Clearwater
 
 
248,253

 
906,440

East Lake Woodlands, East Lake Road and Tampa Road, Palm Harbor
(1)(3)
 
143,693

 
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)
 
64,180

 
773,626

Flamingo Pines, Pines Blvd. at Flamingo Rd., Pembroke Pines
(1)(3)
 
148,840

 
707,075

Flamingo Pines, Pines Blvd. at Flamingo Rd., Pembroke Pines
 
 
266,761

 
739,925

Hollywood Hills Plaza, Hollywood Blvd. at North Park Rd., Hollywood
(1)(3)
 
408,509

 
1,429,000

Indian Harbour Place, East Eau Gallie Blvd., Indian Harbour Beach
(1)(3)
 
163,521

 
636,000

International Drive Value Center, International Dr. and Touchstone Dr., Orlando
(1)(3)
 
185,365

 
985,000

Kernan Village, Kernan Blvd. at Atlantic Blvd., Jacksonville
(1)(3)
 
288,780

 
615,114

Lake Washington Crossing, Wickham Rd. at Lake Washington Rd., Melbourne
(1)(3)
 
118,698

 
580,000

Largo Mall, Ulmerton Rd. at Seminole Ave., Largo
 
 
575,114

 
1,888,000

Marketplace at Seminole Towne Center, Central Florida Greenway and Rinehart Rd., Sanford
 
 
484,048

 
1,743,000

Northridge, E. Commercial Blvd. at Dixie Hwy., Oakland Park
(1)(3)
 
236,628

 
901,000


15


Center and Location
 
 
Building
Total
 
Land
Total
Palms of Carrollwood, N. Dale Maybry Dr. at Fletcher Ave., Tampa
 
 
167,887

 
679,536

Pembroke Commons, University at Pines Blvd., Pembroke Pines
(1)(3)
 
324,731

 
1,394,000

Phillips Crossing, Interstate 4 and Sand Lake Road, Orlando
 
 
145,644

 
697,000

Phillips Landing, Turkey Lake Rd., Orlando
 
 
286,033

 
311,000

Pineapple Commons, Us Highway 1 and Britt Rd., Stuart
(1)(3)
 
264,468

 
762,736

Publix at Laguna Isles, Sheridan St. at SW 196th Ave., Pembroke Pines
 
 
69,475

 
400,000

Quesada Commons, Quesada Ave. and Toledo Blade Blvd., Port Charlotte
(1)(3)
 
58,890

 
312,000

Sea Ranch Centre, Pine Avenue & SR A-1-A, Sea Ranch Lakes
 
 
98,874

 
311,890

Shoppes at Paradise Isle, 34940 Emerald Coast Pkwy., Destin
(1)(3)
 
171,669

 
764,000

Shoppes at Parkland, Hillsboro Blvd. at State Rd. #7, Parkland
(1)
 
167,308

 
905,000

Shoppes of Port Charlotte, Toledo Blade Blvd. and Tamiami Trail, Port Charlotte
(1)(3)
 
3,921

 
176,720

Shoppes of Port Charlotte, Toledo Blade Blvd. and Tamiami Trail, Port Charlotte
(1)(3)
 
41,011

 
276,000

Sunrise West Shopping Center, West Commercial Dr. and NW 91st Ave., Sunrise
(1)(3)
 
76,321

 
540,000

Sunset 19, US Hwy. 19 at Sunset Pointe Rd., Clearwater
 
 
275,910

 
1,078,000

Tamiami Trail Shops, S.W. 8th St. at S.W. 137th Ave., Miami
(1)(3)
 
132,564

 
515,000

The Marketplace at Dr. Phillips, Dr. Phillips Boulevard and Sand Lake Road, Orlando
(1)(3)
 
326,090

 
1,495,000

The Shoppes at South Semoran, Semoran Blvd. at Pershing Ave., Orlando
 
 
101,611

 
451,282

TJ Maxx Plaza, 117th Avenue at Sunset Blvd., Kendall
 
 
161,429

 
540,000

University Palms, Alafaya Trail at McCullough Rd., Oviedo
(1)
 
105,127

 
522,000

Vizcaya Square, Nob Hill Rd. at Cleary Blvd., Plantation
 
 
110,081

 
521,000

Whole Foods @ Carrollwood, Northdale Blvd. at North Dale Mabry, Tampa
 
 
36,900

 
275,735

Winter Park Corners, Aloma Ave. at Lakemont Ave., Winter Park
 
 
102,382

 
400,000

Florida, Total
 
 
8,737,123

 
35,308,359

Georgia
 
 
 
 
 
Brookwood Marketplace, Peachtree Pkwy. at Mathis Airport Rd., Suwannee
 
 
397,295

 
1,459,000

Brookwood Square, East-West Connector at Austell Rd., Austell
 
 
177,903

 
971,000

Brownsville Commons, Brownsville Rd. and Hiram-Lithia Springs Rd., Powder Springs
 
 
81,886

 
205,000

Camp Creek Marketplace II, Camp Creek Pkwy. and Carmla Dr., Atlanta
 
 
228,003

 
724,000

Cherokee Plaza, Peachtree Road and Colonial Drive, Atlanta
(1)
 
102,864

 
336,000

Dacula Marketplace, Fence Rd. at Dacula Rd., Dacula
 
 
116,943

 
279,220

Dallas Commons, US Hwy. 278 and Nathan Dean Blvd., Dallas
 
 
95,262

 
244,000

Grayson Commons, Grayson Hwy. at Rosebud Rd., Grayson
 
 
76,611

 
507,383

Lakeside Marketplace, Cobb Pkwy. (US Hwy. 41), Acworth
 
 
332,889

 
736,000

Mansell Crossing, North Point Parkway at Mansell Rd, Alpharetta
(1)(3)
 
102,931

 
582,833

Perimeter Village, Ashford-Dunwoody Rd, Atlanta
 
 
373,621

 
1,803,820

Publix at Princeton Lakes, Carmia Dr. and Camp Creek Dr., Atlanta
(1)(3)
 
72,207

 
336,000

Reynolds Crossing, Steve Reynolds and Old North Cross Rd., Duluth
 
 
115,983

 
407,000

Roswell Corners, Woodstock Rd. at Hardscrabble Rd., Roswell
 
 
318,369

 
733,101

Roswell Crossing, King Rd and W. Crossville Rd., Roswell
 
 
201,979

 
1,011,093

Sandy Plains Exchange, Sandy Plains at Scufflegrit, Marietta
(1)
 
72,784

 
452,000

Thompson Bridge Commons, Thompson Bridge Rd. at Mt. Vernon Rd., Gainesville
(1)
 
95,587

 
540,000

Georgia, Total
 
 
2,963,117

 
11,327,450

Kentucky
 
 
 
 
 
Festival at Jefferson Court, Outer Loop at Jefferson Blvd., Louisville
 
 
218,396

 
1,153,000

Millpond Center, Boston at Man O’War, Lexington
 
 
151,498

 
773,000

Regency Shopping Centre, Nicholasville Rd. & West Lowry Ln., Lexington
 
 
188,782

 
590,000

Tates Creek, Tates Creek at Man O’ War, Lexington
 
 
203,532

 
586,384

Kentucky, Total
 
 
762,208

 
3,102,384

Louisiana
 
 
 
 
 
14/Park Plaza, Hwy. 14 at General Doolittle, Lake Charles
 
 
172,068

 
535,000

Danville Plaza, Louisville at 19th, Monroe
 
 
136,368

 
539,000


16


Center and Location
 
 
Building
Total
 
Land
Total
K-Mart Plaza, Ryan St., Lake Charles
(1)(3)
 
232,390

 
126,000

Manhattan Place, Manhattan Blvd. at Gretna Blvd., Harvey
 
 
276,615

 
718,339

Southgate, Ryan at Eddy, Lake Charles
 
 
156,838

 
511,000

Town & Country Plaza, U.S. Hwy. 190 West, Hammond
 
 
226,142

 
656,021

University Place, 70th St. at Youree Dr., Shreveport
 
 
381,253

 
1,114,265

Westwood Village, W. Congress at Bertrand, Lafayette
 
 
138,034

 
942,000

Louisiana, Total
 
 
1,719,708

 
5,141,625

Maryland
 
 
 
 
 
Pike Center, Rockville Pike and Bou Ave., Rockville
 
 
81,336

 
292,462

Maryland, Total
 
 
81,336

 
292,462

Missouri
 
 
 
 
 
Ballwin Plaza, Manchester Rd. at Vlasis Dr., Ballwin
 
 
200,915

 
653,000

Western Plaza, Hwy 141 at Hwy. 30, Fenton
(1)(3)
 
56,734

 
654,000

Missouri, Total
 
 
257,649

 
1,307,000

Nevada
 
 
 
 
 
Best in the West, Rainbow at Lake Mead Rd., Las Vegas
 
 
428,067

 
1,516,000

Charleston Commons, Charleston and Nellis, Las Vegas
 
 
362,273

 
1,314,791

College Park S.C., E. Lake Mead Blvd. at Civic Ctr. Dr., North Las Vegas
 
 
195,367

 
721,000

Eastern Horizon, Eastern Ave. at Horizon Ridge Pkwy., Henderson
 
 
209,727

 
478,000

Francisco Centre, E. Desert Inn Rd. at S. Eastern Ave., Las Vegas
 
 
148,815

 
639,000

Paradise Marketplace, Flamingo Rd. at Sandhill, Las Vegas
 
 
148,572

 
323,556

Rainbow Plaza, Phase I, Rainbow Blvd. at Charleston Blvd., Las Vegas
 
 
136,339

 
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
 
 
139,847

 
350,000

Tropicana Beltway, Tropicana Beltway at Fort Apache Rd., Las Vegas
 
 
617,821

 
1,466,000

Tropicana Marketplace, Tropicana at Jones Blvd., Las Vegas
 
 
142,643

 
309,912

Westland Fair North, Charleston Blvd. at Decatur Blvd., Las Vegas
 
 
602,904

 
1,008,451

Nevada, Total
 
 
3,406,291

 
9,674,710

New Mexico
 
 
 
 
 
Eastdale, Candelaria Rd. at Eubank Blvd., Albuquerque
 
 
119,088

 
601,000

North Towne Plaza, Academy Rd. at Wyoming Blvd., Albuquerque
 
 
142,106

 
607,000

New Mexico, Total
 
 
261,194

 
1,208,000

North Carolina
 
 
 
 
 
Avent Ferry, Avent Ferry Rd. at Gorman St., Raleigh
 
 
111,622

 
669,000

Bull City Market, Broad St. at West Main St., Durham
 
 
40,875

 
112,000

Capital Square, Capital Blvd. at Huntleigh Dr., Cary
 
 
143,063

 
607,000

Chatham Crossing, US 15/501 at Plaza Dr., Chapel Hill
(1)(3)
 
96,155

 
424,000

Falls Pointe, Neuce Rd. at Durant Rd., Raleigh
 
 
198,553

 
659,000

Galleria, Galleria Boulevard and Sardis Road, Charlotte
 
 
328,276

 
799,000

Harrison Pointe, Harrison Ave. at Maynard Rd., Cary
 
 
130,758

 
1,222,382

Heritage Station, Forestville Rd. at Rogers Rd., Wake Forest
(1)
 
77,669

 
341,035

High House Crossing, NC Hwy. 55 at Green Level W. Rd., Cary
 
 
90,155

 
606,000

Hope Valley Commons, Highway 751 and Highway 54, Durham
 
 
81,371

 
1,247,123

Leesville Town Centre, Leesville Rd. at Leesville Church Rd., Raleigh
 
 
114,396

 
904,000

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

Six Forks Station, Six Forks Rd. at Strickland Rd., Raleigh
 
 
468,178

 
1,843,000

Stonehenge Market, Creedmoor Rd. at Bridgeport Dr., Raleigh
 
 
188,449

 
669,000

Surf City Crossing, Highway 17 and Highway 210, Surf City
 
 
63,016

 
434,311

Waterford Village, U.S. Hwy. 17 & U.S. Hwy. 74/76, Leland
 
 
89,715

 
1,426,594


17


Center and Location
 
 
Building
Total
 
Land
Total
Whitehall Commons, NWC of Hwy. 49 at I-485, Charlotte
 
 
444,561

 
360,000

North Carolina, Total
 
 
2,824,675

 
13,215,445

Oklahoma
 
 
 
 
 
Town and Country, Reno Ave. at North Air Depot, Midwest City
 
 
128,231

 
540,000

Oklahoma, Total
 
 
128,231

 
540,000

Oregon
 
 
 
 
 
Clackamas Square, SE 82nd Avenue and SE Causey Avenue, Portland
(1)(3)
 
140,227

 
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
 
 
276,924

 
672,288

South Carolina
 
 
 
 
 
Fresh Market Shoppes, 890 William Hilton Head Pkwy., Hilton Head
(1)(3)
 
86,746

 
436,000

South Carolina, Total
 
 
86,746

 
436,000

Tennessee
 
 
 
 
 
Bartlett Towne Center, Bartlett Blvd. at Stage Rd., Bartlett
 
 
192,624

 
774,000

Commons at Dexter Lake Phase II, Dexter at N. Germantown, Memphis
(1)
 
66,838

 
272,792

Commons at Dexter Lake, Dexter at N. Germantown, Memphis
(1)
 
178,558

 
740,208

Highland Square, Summer at Highland, Memphis
 
 
14,490

 
84,000

Mendenhall Commons, South Mendenahall Rd. and Sanderlin Ave., Memphis
(1)
 
88,108

 
250,000

Ridgeway Trace, Poplar Avenue and Ridgeway Road, Memphis
 
 
307,727

 
222,553

Tennessee, Total
 
 
848,345

 
2,343,553

Texas
 
 
 
 
 
10/Federal, I-10 at Federal, Houston
(1)
 
132,472

 
474,000

1919 North Loop West, Hacket Drive at West Loop 610 North, Houston
 
 
138,058

 
157,000

Alabama-Shepherd, S. Shepherd at W. Alabama, Houston
 
 
56,969

 
176,000

Angelina Village, Hwy. 59 at Loop 287, Lufkin
 
 
248,199

 
1,835,000

Bell Plaza, 45th Ave. at Bell St., Amarillo
(1)
 
130,631

 
682,000

Bellaire Boulevard, Bellaire at S. Rice, Houston
(1)
 
41,273

 
137,000

Blalock Market at I-10, I-10 at Blalock, Houston
 
 
97,277

 
321,000

Boswell Towne Center, Highway 287 at Bailey Boswell Rd., Saginaw
 
 
88,008

 
137,000

Braeswood Square, N. Braeswood at Chimney Rock, Houston
 
 
104,686

 
422,000

Broadway , Broadway at 59th St., Galveston
(1)
 
74,604

 
220,000

Broadway, S. Broadway at W. 9th St., Tyler
 
 
60,400

 
259,000

Centre at Post Oak, Westheimer at Post Oak Blvd., Houston
 
 
183,940

 
505,000

Champions Village, F.M. 1960 at Champions Forest Dr., Houston
(1)
 
392,967

 
1,391,000

Citadel Plaza, Citadel Plaza Dr., Houston
 
 
121,000

 
170,931

Crossroads, I-10 at N. Main, Vidor
 
 
115,798

 
484,000

Cullen Plaza, Cullen at Wilmington, Houston
(1)
 
84,517

 
318,000

Cypress Pointe, F.M. 1960 at Cypress Station, Houston
 
 
283,381

 
737,000

Cypress Station, F.M. 1960 at I-45, Houston
 
 
140,924

 
618,000

Fiesta Trails, I-10 at DeZavala Rd., San Antonio
 
 
482,370

 
1,589,000

Fiesta Village, Quitman at Fulton, Houston
(1)
 
30,249

 
80,000

Galveston Place, Central City Blvd. at 61st St., Galveston
 
 
210,537

 
828,000

Gateway Station, I-35W and McAlister Rd., Burleson
(1)
 
68,360

 
344,286

Glenbrook Square, Telephone Road, Houston
(1)
 
77,890

 
320,000

Griggs Road, Griggs at Cullen, Houston
(1)
 
80,116

 
382,000

Harrisburg Plaza, Harrisburg at Wayside, Houston
(1)
 
93,438

 
334,000

HEB - Dairy Ashford & Memorial, Dairy Ashford and Memorial Drive, Houston
 
 
36,874

 
118,740

Heights Plaza, 20th St. at Yale, Houston
 
 
71,277

 
228,000

Humblewood Shopping Plaza, Eastex Fwy. at F.M. 1960, Houston
 
 
279,226

 
784,000

I-45/Telephone Rd. Center, I-45 at Maxwell Street, Houston
(1)
 
171,599

 
658,586


18


Center and Location
 
 
Building
Total
 
Land
Total
Independence Plaza, McPherson Rd and Bob Bullock Loop, Laredo
 
 
335,202

 
1,802,513

Kirby Strip Center, Kirby Dr, Houston
 
 
10,005

 
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

Lyons Avenue, Lyons at Shotwell, Houston
(1)
 
67,629

 
178,000

Market at Nolana, Nolana Ave. and 29th St., McAllen
(1)(3)
 
243,821

 
181,300

Market at Sharyland Place, U.S. Expressway 83 and Shary Rd., Mission
(1)(3)
 
301,174

 
543,000

Market at Town Center, Town Center Blvd., Sugar Land
 
 
388,865

 
1,733,000

Market at Westchase, Westheimer at Wilcrest, Houston
 
 
84,084

 
318,000

Moore Plaza, S. Padre Island Dr. at Staples, Corpus Christi
 
 
599,622

 
1,491,000

Mueller Regional Retail Center, I-35 & E 51st St., Austin
 
 
351,070

 
1,467,101

North Creek Plaza, Del Mar Blvd. at Hwy. I-35, Laredo
 
 
481,764

 
1,251,000

North Park Plaza, Eastex Fwy. at Dowlen, Beaumont
(1)(3)
 
279,530

 
636,000

North Towne Plaza, U.S. 77 and 83 at SHFM 802, Brownsville
 
 
153,000

 
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)
 
74,865

 
218,000

Oak Forest, W. 43rd at Oak Forest, Houston
 
 
151,324

 
541,000

Oak Park Village, Nacogdoches at New Braunfels, San Antonio
(1)
 
64,287

 
221,000

Old Navy Building, 1815 10th St., McAllen
(1)(3)
 
15,000

 
62,000

Overton Park Plaza, SW Loop 820/Interstate 20 at South Hulen St., Ft. Worth
 
 
458,788

 
1,636,000

Palmer Plaza, F.M. 1764 at 34th St., Texas City
 
 
195,231

 
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

Plantation Centre, Del Mar Blvd. at McPherson Rd., Laredo
 
 
143,015

 
596,000

Preston Shepard Place, Preston Rd. at Park Blvd., Plano
(1)(3)
 
363,337

 
1,359,072

Randall's/Kings Crossing, Kingwood Dr. at Lake Houston Pkwy., Houston
(1)
 
126,397

 
624,000

Richmond Square, Richmond Ave. at W. Loop 610, Houston
 
 
92,356

 
326,315

River Oaks East, W. Gray at Woodhead, Houston
 
 
71,265

 
206,000

River Oaks West, W. Gray at S. Shepherd, Houston
 
 
248,663

 
609,000

Rose-Rich, U.S. Hwy. 90A at Lane Dr., Rosenberg
 
 
102,641

 
386,000

Sharyland Towne Crossing, Shary Rd. at Hwy. 83, Mission
(1)(3)
 
484,949

 
2,008,000

Shoppes at Memorial Villages, I-10 & Wirt Road, Houston
 
 
187,541

 
516,768

Shops at Three Corners, S. Main at Old Spanish Trail, Houston
(1)
 
272,350

 
1,007,143

South 10th St. HEB, S. 10th St. at Houston St., McAllen
(1)(3)
 
103,702

 
368,000

Southgate, W. Fuqua at Hiram Clark, Houston
(1)
 
125,260

 
533,000

Spring Plaza, Hammerly at Campbell, Houston
(1)
 
55,056

 
202,000

Starr Plaza, U.S. Hwy. 83 at Bridge St., Rio Grande City
(1)(3)
 
176,693

 
742,000

Stella Link, Stella Link at S. Braeswood, Houston
 
 
70,087

 
423,588

Thousand Oaks, Thousand Oaks Dr. at Jones Maltsberger Rd., San Antonio
(1)
 
162,322

 
730,000

Valley View, West Ave. at Blanco Rd., San Antonio
 
 
91,544

 
341,000

Village Arcade, University at Kirby, Houston
 
 
57,281

 
276,503

Village Arcade-Phase II, University at Kirby, Houston
 
 
28,371

 
60,099

Village Arcade-Phase III, University at Kirby, Houston
 
 
107,134

 
231,156

Village Plaza at Bunker Hill, Bunker Hill Rd at Interstate 10, Houston
(1)(3)
 
495,204

 
1,921,649

Westchase Center, Westheimer at Wilcrest, Houston
 
 
331,624

 
754,000

Westhill Village, Westheimer at Hillcroft, Houston
 
 
130,041

 
479,000


19


Center and Location
 
 
Building
Total
 
Land
Total
Westwood Center, Culebra Road and Westwood Loop, San Antonio
 
 
77,679

 
691,328

Texas, Total
 
 
13,762,624

 
46,898,357

Utah
 
 
 
 
 
DDS Office Building, S. 300 West at Paxton Ave., Salt Lake City
 
 
27,300

 
86,249

Taylorsville Town Center, West 4700 South at Redwood Rd., Taylorsville
 
 
130,214

 
399,000

West Jordan Town Center, West 7000 South at S. Redwood Rd., West Jordan
 
 
304,899

 
814,000

Utah, Total
 
 
462,413

 
1,299,249

Washington
 
 
 
 
 
Meridian Town Center, Meridian Avenue East and 132nd Street East, Puyallup
(1)(3)
 
143,012

 
535,000

Mukilteo Speedway Center, Mukilteo Speedway, Lincoln Way, and Highway 99, Lynnwood
(1)(3)
 
90,273

 
355,000

Promenade 23, S. Jackson St. at 23rd Ave., Seattle
 
 
96,660

 
258,746

Queen Anne Marketplace, Mercer Street and 1st Avenue North, Seattle
(1)(3)
 
81,385

 

Rainer Square Plaza, Rainer Avenue South and South Charleston Street, Seattle
(1)(3)
 
110,803

 
345,000

South Hill Center, 43rd Avenue Southwest and Meridian Street South, Puyallup
(1)(3)
 
134,010

 
515,000

Washington, Total
 
 
656,143

 
2,008,746

New Development Centers
 
 
 
 
 
Texas
 
 
 
 
 
Tomball Marketplace, FM 2920 and Future 249, Tomball
(2)
 
295,786

 
1,712,609

Texas, Total
 
 
295,786

 
1,712,609

Virginia
 
 
 
 
 
Hilltop Village, Telegraph Rd. at Beulah Rd., Alexandria
(1)(2)
 

 
1,437,480

Virginia, Total
 
 

 
1,437,480

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
 
 
 
 
63,162

Arizona, Total
 
 
 
 
798,455

Colorado
 
 
 
 
 
Highway 85 and Highway 285, Sheridan
 
 
 
 
713,513

Colorado, Total
 
 
 
 
713,513

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
 
 
 
 
82,764

Florida, Total
 
 
 
 
603,306

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

Georgia, Total
 
 
 
 
3,554,496

Louisiana
 
 
 
 
 
Ambassador Caffery at W. Congress, Lafayette
 
 
 
 
34,848

Louisiana, Total
 
 
 
 
34,848

Nevada
 
 
 
 
 
SWC Highway 215 at Decatur, Las Vegas
 
 
 
 
639,896

Nevada, Total
 
 
 
 
639,896

North Carolina
 
 
 
 
 
Creedmoor (Highway 50) and Crabtree Valley Avenue, Raleigh
 
 
 
 
510,959

Highway 17 and Highway 210, Surf City
 
 
 
 
2,024,233

U.S. Highway 1 at Caveness Farms Rd., Wake Forest
 
 
 
 
1,637,420


20


Center and Location
 
 
Building
Total
 
Land
Total
U.S. Hwy. 17 & U.S. Hwy. 74/76, Leland
 
 
 
 
549,727

North Carolina, Total
 
 
 
 
4,722,339

Tennessee
 
 
 
 
 
Poplar Avenue and Ridgeway Road, Memphis
 
 
 
 
53,579

Tennessee, Total
 
 
 
 
53,579

Texas
 
 
 
 
 
9th Ave. at 25th St., Port Arthur
 
 
 
 
243,065

Bissonnet at Wilcrest, Houston
 
 
 
 
40,946

Citadel Plaza at 610 North Loop, Houston
 
 
 
 
137,214

East Orem, Houston
 
 
 
 
121,968

FM 1957 (Potranco Road) and FM 211, San Antonio
 
 
 
 
8,655,372

FM 2920 and Highway 249, Tomball
 
 
 
 
459,776

Gattis School Rd at A.W. Grimes Blvd., Round Rock
 
 
 
 
57,499

Highway 3 at Highway 1765, Texas City
 
 
 
 
200,812

I-30 & Horne Street, Ft. Worth
 
 
 
 
58,370

Kirkwood at Dashwood Drive, Houston
 
 
 
 
321,908

Leslie Rd. at Bandera Rd., Helotes
 
 
 
 
74,052

Mesa Road at Tidwell, Houston
 
 
 
 
105,501

Nolana Ave. and 29th St., McAllen
 
 
 
 
163,350

Northwest Freeway at Gessner, Houston
 
 
 
 
117,612

Rock Prairie Rd. at Hwy. 6, College Station
 
 
 
 
394,218

SH 151 and Ingram Rd, San Antonio
 
 
 
 
252,692

Shary Rd. at North Hwy. 83, Mission
 
 
 
 
1,560,319

U.S. 77 and 83 at SHFM 802, Brownsville
 
 
 
 
914,723

US Hwy. 281 at Wilderness Oaks, San Antonio
 
 
 
 
1,269,774

West Little York at Interstate 45, Houston
 
 
 
 
161,172

Texas, Total
 
 
 
 
15,310,343


21



Property Listing Summary
as of December 31, 2013
ALL PROPERTIES BY STATE
 
Number of
Properties
 
Building 
Total
 
Land Total
Arizona
 
23

 
3,877,269

 
11,815,878

Arkansas
 
3

 
355,410

 
1,489,000

California
 
29

 
5,278,315

 
16,721,865

Colorado
 
10

 
2,815,056

 
11,037,763

Florida
 
43

 
8,737,123

 
35,911,665

Georgia
 
17

 
2,963,117

 
14,881,946

Kentucky
 
4

 
762,208

 
3,102,384

Louisiana
 
8

 
1,719,708

 
5,176,473

Maryland
 
1

 
81,336

 
292,462

Missouri
 
2

 
257,649

 
1,307,000

Nevada
 
11

 
3,406,291

 
10,314,606

New Mexico
 
2

 
261,194

 
1,208,000

North Carolina
 
18

 
2,824,675

 
17,937,784

Oklahoma
 
1

 
128,231

 
540,000

Oregon
 
3

 
276,924

 
672,288

South Carolina
 
1

 
86,746

 
436,000

Tennessee
 
5

 
848,345

 
2,397,132

Texas
 
79

 
14,058,410

 
63,921,309

Utah
 
3

 
462,413

 
1,299,249

Virginia
 
1

 

 
1,437,480

Washington
 
6

 
656,143

 
2,008,746

Total
 
270

 
49,856,563

 
203,909,030

Total Operating Properties
 
268

 
49,560,777

 
174,328,166

Total New Development
 
2

 
295,786

 
3,150,089

Total Unimproved Land
 
 
 
 
 
26,430,775

___________________
Total square footage includes 545,897 square feet of building area and 12,731,795 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.

22


At December 31, 2013, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 268 developed income-producing centers and two centers under various stages of construction and development, which are located in 21 states spanning the country from coast to coast.
During 2013, we acquired three centers located in Florida and Texas and a 51% owned unconsolidated real estate joint venture acquired a real estate asset in Washington. In addition to this ongoing acquisition activity, we completed two additional transactions with joint venture partners in which we acquired our partner’s 50% unconsolidated joint venture interest in a California property, and we received cash, real property and our partner’s interest in two consolidated joint ventures in exchange for our interest in two unconsolidated joint ventures and the payment of a note receivable. In all, our share of the gross purchase price for these transactions totaled approximately $247.5 million.
During 2013, we sold an interest in four unconsolidated real estate joint ventures, 20 centers and other property and five real estate assets through our interests in unconsolidated real estate joint ventures and partnerships. Of the 20 centers disposed, nine were located in Texas, three each in North Carolina and Florida; two in New Mexico and one each in California, Nevada and Tennessee. Our share of aggregate gross sales proceeds from these transactions totaled $285.1 million.
Operating Centers.    In 2013, no single center accounted for more than 3.1% of our total assets or 2.2% of revenues. The five largest centers, in the aggregate, represented approximately 9.5% of our revenues for the year ended December 31, 2013; otherwise, none of the remaining centers accounted for more than 1.6% of our revenues during the same period.
The majority of our centers are owned directly by us (subject in some cases to mortgages), although our interests in some centers are held indirectly through interests in real estate joint ventures or under long-term leases. In our opinion, our centers are well maintained and in good repair, suitable for their intended uses, and adequately covered by insurance.
We participate in 43 real estate joint ventures or partnerships that hold an interest in 103 of our centers. Our ownership interest ranges from 15% 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 centers. 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 center. Each operating partnership unit is the equivalent of one of our common shares. These units generally give our partners the right to put their limited partnership units to us on or after the first anniversary of the entity’s formation. We may acquire these limited partnership units for either cash or a fixed number of our common shares at our discretion.
As of December 31, 2013, the weighted average occupancy rate for our centers was 94.9% compared to 93.7% as of December 31, 2012. The average effective annual rental per square foot was approximately $15.66 in 2013, $15.14 in 2012, $13.79 in 2011, $13.60 in 2010 and $13.31 in 2009 for our centers.

23


As of December 31, 2013, lease expirations for the next 10 years, assuming tenants do not exercise renewal options, are as follows:
 
 
 
 
 
 
 
 
Annual Net Rent
of Expiring Leases
Year
 
Number of
Expiring
Leases
 
Square Feet
of Expiring
Leases
(000’s)
 
Percentage of
Leaseable
Square Feet
 
Total
(000’s)
 
Per Square
Foot
 
Percentage of
Total Annual
Net Rent
2014
 
625

 
2,551

 
5.12
%
 
$
38,448

 
$
15.07

 
9.91
%
2015
 
814

 
3,611

 
7.24
%
 
53,111

 
14.71

 
13.68
%
2016
 
815

 
3,816

 
7.65
%
 
60,274

 
15.80

 
15.53
%
2017
 
594

 
3,263

 
6.54
%
 
53,622

 
16.43

 
13.82
%
2018
 
596

 
3,695

 
7.41
%
 
53,616

 
14.51

 
13.81
%
2019
 
188

 
1,961

 
3.93
%
 
25,342

 
12.92

 
6.53
%
2020
 
99

 
1,236

 
2.48
%
 
16,506

 
13.35

 
4.25
%
2021
 
108

 
1,338

 
2.68
%
 
18,405

 
13.76

 
4.74
%
2022
 
97

 
1,164

 
2.33
%
 
17,385

 
14.94

 
4.48
%
2023
 
88

 
799

 
1.60
%
 
12,785

 
16.00

 
3.29
%
Our 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 actively embrace various initiatives that support the future of environmentally friendly shopping centers. Our primary areas of focus include energy efficiency, waste recycling, water conservation and construction/development best practices. We recognize there are economic, environmental and social implications associated with the full range of our sustainability efforts, and that a commitment to incorporating sustainable practices will add long-term value to our centers.
We have approximately 6,300 separate leases with 4,200 different tenants. Included among our top revenue-producing tenants are: The Kroger Co., TJX Companies, Inc., Ross Stores, Inc., H-E-B, Safeway Inc., Office Depot, Inc., PetSmart, Inc., Bed, Bath & Beyond Inc., Home Depot, Inc., Best Buy, Inc., The Sports Authority, Inc. and Whole Foods Market, Inc. The diversity of our tenant base is also evidenced by the fact that our largest tenant, The Kroger Co., accounted for only 3.8% of rental revenues during 2013.
Our 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.

24


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). Some of the lease agreements with major or national tenants contain modifications of these basic provisions, such as placing a maximum contribution on their pro rata share of recoverable charges, in view of the financial condition, stability or desirability of those tenants. Certain leases 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 only permit the tenant to assign or sublease its space with our prior written consent, which we agree not to unreasonably withhold. Our major and national tenants, however, generally have greater assignment and sublease rights that may not require our consent. 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. Most of our leases require the tenant to use its space for the purpose designated in its lease agreement and to operate its business on a continuous basis.
In the ordinary course of business, we have tenants who cease making payments under their leases or who file for bankruptcy protection. We are unable to predict or forecast the timing of store closings or unexpected vacancies. While we believe the effect of this will not have a material impact on our financial position, results of operations or liquidity due to the significant diversification of our tenant base, the uncertainty in the economy and commercial credit markets could have a negative impact on us.
New Development Centers.    At December 31, 2013, we had two properties in various stages of development and have funded $71.5 million to date on these projects. We estimate our aggregate net investment upon completion to be $97.5 million. These properties are projected to have an average stabilized return on investment of approximately 8.0% when completed. Upon completion, the square footage to be added to the portfolio and the estimated cost per square footage of these two properties are as follows:
Estimated
Year of
Completion
 
Square Feet
(000’s)
 
Estimated
Cost per
Square Foot
2014
 
165
 
$201.25
2015
 
265
 
242.22
Unimproved Land.    At December 31, 2013, we owned, either directly or through our interest in real estate joint ventures or partnerships, 35 parcels of unimproved land consisting of approximately 26.4 million square feet. These land parcels include approximately 1.6 million square feet of land adjacent to certain of our existing operating centers, which may be used for expansion of these centers, as well as approximately 24.8 million square feet of land, which may be used for new development. Almost all of the unimproved land is served by roads and utilities and are suitable for development as centers and other retail space, and we intend to emphasize the development of these parcels for such purpose. We have approximately $116.9 million in land held for development.

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 impact on our consolidated financial statements.

ITEM 4. Mine Safety Disclosures
Not applicable.


25


PART II

ITEM 5. Market for Registrant’s Common Shares of Beneficial Interest, Related Shareholder Matters and Issuer Purchases of Equity Securities
Our common shares are listed and traded on the New York Stock Exchange under the symbol “WRI.” As of January 31, 2014, the number of holders of record of our common shares was 2,236. 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    
2013:
 
 
 
 
 
Fourth
$
32.44

 
$
27.42

 
$
.305

Third
32.69

 
27.54

 
.305

Second
35.84

 
28.79

 
.305

First
31.55

 
27.35

 
.305

2012:
 
 
 
 
 
Fourth
$
28.19

 
$
25.81

 
$
.290

Third
28.85

 
25.88

 
.290

Second
27.53

 
24.36

 
.290

First
26.45

 
21.56

 
.290

The following table summarizes the equity compensation plans under which our common shares may be issued as of December 31, 2013:
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
 
3,543,746
 
$29.16
 
1,676,028
Equity compensation plans not approved by shareholders
 
 
 
Total
 
3,543,746
 
$29.16
 
1,676,028

26


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 FTSE NAREIT Equity Shopping Centers Index, weighted by market value at each measurement point. The graph assumes that on December 31, 2008, $100 was invested in our common shares and that all dividends were reinvested by the shareholder.
Comparison of Five Year Cumulative Return
*$100 invested on December 31, 2008 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

Source: SNL Financial LC
 
2009
 
2010
 
2011
 
2012
 
2013
Weingarten Realty Investors
$
105.16

 
$
132.60

 
$
127.53

 
$
163.51

 
$
174.51

S&P 500 Index
126.46

 
145.51

 
148.59

 
172.37

 
228.19

FTSE NAREIT Equity Shopping Centers Index
98.34

 
128.61

 
127.67

 
159.62

 
167.58

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.


27


ITEM 6. Selected Financial Data
The following table sets forth our selected consolidated financial data and should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Consolidated Financial Statements and accompanying Notes in “Item 8. Financial Statements and Supplementary Data” and the financial schedules included elsewhere in this Form 10-K.
 
(Amounts in thousands, except per share amounts)
Year Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
Operating Data: (1)
 
 
 
 
 
 
 
 
 
Revenues (primarily real estate rentals)
$
497,725

 
$
456,904

 
$
432,616

 
$
423,218

 
$
439,610

Depreciation and Amortization
149,493

 
129,500

 
119,933

 
114,184

 
112,259

Impairment Loss
2,579

 
9,585

 
49,671

 
33,317

 
34,983

Operating Income
163,400

 
146,680

 
105,385

 
119,980

 
132,986

Interest Expense, net
97,444

 
106,800

 
130,478

 
135,664

 
146,139

Gain on Sale and Acquisition of Real Estate Joint
Venture and Partnership Interests
33,670

 
14,203

 

 

 

Equity in Earnings (Losses) of Real Estate Joint
Ventures and Partnerships, net
35,112

 
(1,558
)
 
7,834

 
12,889

 
5,548

Gain on Acquisition

 
1,869

 

 

 
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