(Mark
One)
|
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the quarter ended June 30, 2006
|
|
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
|
TEXAS
|
74-1464203
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(IRS
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)
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Revenues:
|
|||||||||||||
Rentals
|
$
|
138,265
|
$
|
127,855
|
$
|
273,204
|
$
|
252,945
|
|||||
Other
|
1,336
|
2,933
|
3,545
|
3,708
|
|||||||||
Total
|
139,601
|
130,788
|
276,749
|
256,653
|
|||||||||
Expenses:
|
|||||||||||||
Depreciation
and amortization
|
32,045
|
29,714
|
63,677
|
58,382
|
|||||||||
Operating
|
21,919
|
18,474
|
41,201
|
36,829
|
|||||||||
Ad
valorem taxes
|
16,331
|
15,056
|
32,363
|
30,016
|
|||||||||
General
and administrative
|
5,648
|
4,522
|
11,003
|
8,769
|
|||||||||
Total
|
75,943
|
67,766
|
148,244
|
133,996
|
|||||||||
Operating
Income
|
63,658
|
63,022
|
128,505
|
122,657
|
|||||||||
Interest
Expense, net
|
(34,741
|
)
|
(32,287
|
)
|
(69,178
|
)
|
(63,323
|
)
|
|||||
Interest
and Other Income
|
579
|
109
|
2,046
|
428
|
|||||||||
Equity
in Earnings of Joint Ventures, net
|
4,547
|
1,619
|
8,613
|
2,893
|
|||||||||
Income
Allocated to Minority Interests
|
(1,644
|
)
|
(1,745
|
)
|
(3,301
|
)
|
(3,145
|
)
|
|||||
Gain
on Sale of Properties
|
47
|
22,006
|
137
|
21,979
|
|||||||||
Gain
on Land and Merchant Development Sales
|
1,676
|
||||||||||||
Benefit
(Provision) for Income Taxes
|
371
|
(148
|
)
|
||||||||||
Income
from Continuing Operations
|
32,817
|
52,724
|
68,350
|
81,489
|
|||||||||
Operating
Income from Discontinued Operations
|
1,339
|
3,654
|
3,367
|
7,336
|
|||||||||
Gain
on Sale of Properties from Discontinued Operations
|
56,110
|
13,827
|
73,158
|
17,942
|
|||||||||
Income
from Discontinued Operations
|
57,449
|
17,481
|
76,525
|
25,278
|
|||||||||
Net
Income
|
90,266
|
70,205
|
144,875
|
106,767
|
|||||||||
Dividends
on Preferred Shares
|
(2,525
|
)
|
(2,526
|
)
|
(5,050
|
)
|
(5,051
|
)
|
|||||
Net
Income Available to Common Shareholders
|
$
|
87,741
|
$
|
67,679
|
$
|
139,825
|
$
|
101,716
|
|||||
Net
Income Per Common Share - Basic:
|
|||||||||||||
Income
from Continuing Operations
|
$
|
0.34
|
$
|
0.56
|
$
|
0.71
|
$
|
0.86
|
|||||
Income
from Discontinued Operations
|
0.64
|
0.20
|
0.85
|
0.28
|
|||||||||
Net
Income
|
$
|
0.98
|
$
|
0.76
|
$
|
1.56
|
$
|
1.14
|
|||||
Net
Income Per Common Share - Diluted:
|
|||||||||||||
Income
from Continuing Operations
|
$
|
0.34
|
$
|
0.55
|
$
|
0.71
|
$
|
0.85
|
|||||
Income
from Discontinued Operations
|
0.61
|
0.19
|
0.82
|
0.27
|
|||||||||
Net
Income
|
$
|
0.95
|
$
|
0.74
|
$
|
1.53
|
$
|
1.12
|
|||||
Net
Income
|
$
|
90,266
|
$
|
70,205
|
$
|
144,875
|
$
|
106,767
|
|||||
Other
Comprehensive Income:
|
|||||||||||||
Unrealized
gain on derivatives
|
2,720
|
6,471
|
|||||||||||
Amortization
of loss on derivatives
|
86
|
85
|
171
|
169
|
|||||||||
Other
Comprehensive Income
|
2,806
|
85
|
6,642
|
169
|
|||||||||
Comprehensive
Income
|
$
|
93,072
|
$
|
70,290
|
$
|
151,517
|
$
|
106,936
|
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
ASSETS
|
|||||||
Property
|
$
|
4,114,530
|
$
|
4,033,579
|
|||
Accumulated
Depreciation
|
(695,979
|
)
|
(679,642
|
)
|
|||
Property
- net
|
3,418,551
|
3,353,937
|
|||||
Investment
in Real Estate Joint Ventures
|
94,900
|
84,348
|
|||||
Total
|
3,513,451
|
3,438,285
|
|||||
Notes
Receivable from Real Estate Joint Ventures and
Partnerships
|
20,467
|
42,195
|
|||||
Unamortized
Debt and Lease Costs
|
96,791
|
95,616
|
|||||
Accrued
Rent and Accounts Receivable (net of allowance for doubtful accounts
of
$4,985 in 2006 and $4,673 in 2005)
|
50,273
|
60,905
|
|||||
Cash
and Cash Equivalents
|
132,858
|
42,690
|
|||||
Restricted
Deposits and Mortgage Escrows
|
13,550
|
11,747
|
|||||
Other
|
70,598
|
46,303
|
|||||
Total
|
$
|
3,897,988
|
$
|
3,737,741
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
Debt
|
$
|
2,373,399
|
$
|
2,299,855
|
|||
Accounts
Payable and Accrued Expenses
|
100,059
|
102,143
|
|||||
Other
|
120,815
|
102,099
|
|||||
Total
|
2,594,273
|
2,504,097
|
|||||
Minority
Interest
|
84,913
|
83,358
|
|||||
Commitments
and Contingencies
|
|||||||
Shareholders'
Equity:
|
|||||||
Preferred
Shares of Beneficial Interest - par value, $.03 per share; shares
authorized: 10,000;
|
|||||||
6.75%
Series D cumulative redeemable preferred shares of beneficial interest;
100 shares issued and outstanding in 2006 and 2005; liquidation preference
$75,000
|
3
|
3
|
|||||
6.95%
Series E cumulative redeemable preferred shares of beneficial interest;
29
shares issued and outstanding in 2006 and 2005; liquidation preference
$72,500
|
1
|
1
|
|||||
Common
Shares of Beneficial Interest - par value, $.03 per share; shares
authorized: 150,000; shares issued and outstanding: 89,705 in 2006
and
89,403 in 2005
|
2,700
|
2,686
|
|||||
Additional
Paid In Capital
|
1,293,826
|
1,288,432
|
|||||
Accumulated
Dividends in Excess of Net Income
|
(76,321
|
)
|
(132,786
|
)
|
|||
Accumulated
Other Comprehensive Loss
|
(1,407
|
)
|
(8,050
|
)
|
|||
Shareholders'
Equity
|
1,218,802
|
1,150,286
|
|||||
Total
|
$
|
3,897,988
|
$
|
3,737,741
|
Six
Months Ended
|
|||||||
June
30,
|
|||||||
2006
|
2005
|
||||||
Cash
Flows from Operating Activities:
|
|||||||
Net
income
|
$
|
144,875
|
$
|
106,767
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
65,535
|
62,581
|
|||||
Equity
in earnings of joint ventures, net
|
(8,613
|
)
|
(2,964
|
)
|
|||
Income
allocated to minority interests
|
3,301
|
3,145
|
|||||
Gain
on sale of properties
|
(74,971
|
)
|
(39,921
|
)
|
|||
Distributions
of income from unconsolidated entities
|
873
|
1,993
|
|||||
Changes
in accrued rent and accounts receivable
|
10,209
|
10,469
|
|||||
Changes
in other assets
|
(35,603
|
)
|
(15,429
|
)
|
|||
Changes
in accounts payable and accrued expenses
|
1,415
|
(16,002
|
)
|
||||
Other,
net
|
889
|
396
|
|||||
Net
cash provided by operating activities
|
107,910
|
111,035
|
|||||
Cash
Flows from Investing Activities:
|
|||||||
Investment
in properties
|
(176,108
|
)
|
(125,085
|
)
|
|||
Proceeds
from sales and disposition of property, net
|
165,556
|
109,328
|
|||||
Changes
in restricted deposits and mortgage escrows
|
(1,245
|
)
|
(3,158
|
)
|
|||
Notes
receivable:
|
|||||||
Advances
|
(14,024
|
)
|
(9,087
|
)
|
|||
Collections
|
35,770
|
1,856
|
|||||
Real
estate joint ventures and partnerships:
|
|||||||
Investments
|
(8,099
|
)
|
(4,611
|
)
|
|||
Distributions
|
10,501
|
1,128
|
|||||
Net
cash provided by (used in) investing activities
|
12,351
|
(29,629
|
)
|
||||
Cash
Flows from Financing Activities:
|
|||||||
Proceeds
from issuance of:
|
|||||||
Debt
|
71,802
|
46,217
|
|||||
Common
shares of beneficial interest, net
|
715
|
1,882
|
|||||
Principal
payments of debt
|
(14,685
|
)
|
(46,652
|
)
|
|||
Common
and preferred dividends paid
|
(88,410
|
)
|
(83,518
|
)
|
|||
Other,
net
|
485
|
795
|
|||||
Net
cash used in financing activities
|
(30,093
|
)
|
(81,276
|
)
|
|||
Net
increase in cash and cash equivalents
|
90,168
|
130
|
|||||
Cash
and cash equivalents at January 1
|
42,690
|
45,415
|
|||||
Cash
and cash equivalents at June 30
|
$
|
132,858
|
$
|
45,545
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Numerator:
|
|||||||||||||
Net
income available to common shareholders - basic
|
$
|
87,741
|
$
|
67,679
|
$
|
139,825
|
$
|
101,716
|
|||||
Income
attributable to operating partnership units
|
1,368
|
1,339
|
2,768
|
2,573
|
|||||||||
Net
income available to common shareholders - diluted
|
$
|
89,109
|
$
|
69,018
|
$
|
142,593
|
$
|
104,289
|
|||||
Denominator:
|
|||||||||||||
Weighted
average shares outstanding - basic
|
89,519
|
89,178
|
89,446
|
89,150
|
|||||||||
Effect
of dilutive securities:
|
|||||||||||||
Share
options and awards
|
854
|
949
|
905
|
944
|
|||||||||
Operating
partnership units
|
3,160
|
3,043
|
3,151
|
3,024
|
|||||||||
Weighted
average shares outstanding - diluted
|
93,533
|
93,170
|
93,502
|
93,118
|
Three
Months Ended
|
Six
Months Ended
|
||||||
June
30,
|
June
30,
|
||||||
2005
|
2005
|
||||||
Net
income available to common shareholders
|
$
|
67,679
|
$
|
101,716
|
|||
Stock-based
employee compensation included in net income available to common
shareholders
|
114
|
197
|
|||||
Stock-based
employee compensation determined under the fair value-based method
for all
awards
|
(213
|
)
|
(425
|
)
|
|||
Pro
forma net income available to common shareholders
|
$
|
67,580
|
$
|
101,488
|
|||
Net
income per common share:
|
|||||||
Basic
- as reported
|
$
|
.76
|
$
|
1.14
|
|||
Basic
- pro forma
|
$
|
.76
|
$
|
1.14
|
|||
Net
income per common share:
|
|||||||
Diluted
- as reported
|
$
|
.74
|
$
|
1.12
|
|||
Diluted
- pro forma
|
$
|
.74
|
$
|
1.12
|
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
Debt
payable to 2030 at 4.0% to 8.9%
|
$
|
2,053,328
|
$
|
2,049,470
|
|||
Unsecured
notes payable under revolving credit agreements
|
281,800
|
210,000
|
|||||
Obligations
under capital leases
|
33,460
|
33,460
|
|||||
Industrial
revenue bonds payable to 2015 at 4.6% to 6.6%
|
4,811
|
6,925
|
|||||
Total
|
$
|
2,373,399
|
$
|
2,299,855
|
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
As
to interest rate (including the effects of interest rate
swaps):
|
|||||||
Fixed-rate
debt
|
$
|
1,995,019
|
$
|
1,986,059
|
|||
Variable-rate
debt
|
378,380
|
313,796
|
|||||
Total
|
$
|
2,373,399
|
$
|
2,299,855
|
|||
As
to collateralization:
|
|||||||
Unsecured
debt
|
$
|
1,522,072
|
$
|
1,457,805
|
|||
Secured
debt
|
851,327
|
842,050
|
|||||
Total
|
$
|
2,373,399
|
$
|
2,299,855
|
2006
|
$
|
27,026
|
||
2007
|
104,208
|
|||
2008
|
261,748
|
|||
2009
|
110,140
|
|||
2010
|
114,769
|
|||
2011
|
326,895
|
|||
2012
|
300,515
|
|||
2013
|
292,440
|
|||
2014
|
331,018
|
|||
2015
|
112,865
|
|||
Thereafter
|
95,923
|
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
Land
|
$
|
771,870
|
$
|
761,454
|
|||
Land
held for development
|
21,254
|
20,634
|
|||||
Land
under development
|
59,621
|
16,895
|
|||||
Buildings
and improvements
|
3,205,029
|
3,195,207
|
|||||
Construction-in
progress
|
48,256
|
39,389
|
|||||
Property
held for sale
|
8,500
|
||||||
Total
|
$
|
4,114,530
|
$
|
4,033,579
|
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
Combined
Balance Sheets
|
|||||||
Property
|
$
|
492,491
|
$
|
397,689
|
|||
Accumulated
depreciation
|
(34,185
|
)
|
(32,032
|
)
|
|||
Property
- net
|
458,306
|
365,657
|
|||||
Other
assets
|
75,303
|
61,543
|
|||||
Total
|
$
|
533,609
|
$
|
427,200
|
|||
Debt
|
$
|
233,256
|
$
|
136,182
|
|||
Amounts
payable to WRI
|
21,086
|
43,239
|
|||||
Other
liabilities
|
13,370
|
12,081
|
|||||
Accumulated
equity
|
265,897
|
235,698
|
|||||
Total
|
$
|
533,609
|
$
|
427,200
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Combined
Statements of Income
|
|||||||||||||
Revenues
|
$
|
13,567
|
$
|
10,330
|
$
|
25,515
|
$
|
18,816
|
|||||
Expenses:
|
|||||||||||||
Interest
|
4,127
|
2,648
|
7,459
|
4,635
|
|||||||||
Depreciation
and amortization
|
3,172
|
2,474
|
5,971
|
4,504
|
|||||||||
Operating
|
1,737
|
1,267
|
3,293
|
2,389
|
|||||||||
Ad
valorem taxes
|
1,379
|
1,188
|
2,586
|
2,325
|
|||||||||
General
and administrative
|
138
|
172
|
259
|
281
|
|||||||||
Total
|
10,553
|
7,749
|
19,568
|
14,134
|
|||||||||
Gain
on land and merchant development sales
|
555
|
||||||||||||
Gain
(loss) on sale of property
|
3,442
|
(6
|
)
|
5,992
|
(8
|
)
|
|||||||
Net
Income
|
$
|
6,456
|
$
|
2,575
|
$
|
12,494
|
$
|
4,674
|
Shopping
|
|||||||||||||
Center
|
Industrial
|
Other
|
Total
|
||||||||||
Three
Months Ended June 30, 2006:
|
|||||||||||||
Revenues
|
$
|
123,512
|
$
|
14,576
|
$
|
1,513
|
$
|
139,601
|
|||||
Net
operating income
|
89,999
|
10,184
|
1,168
|
101,351
|
|||||||||
Equity
in earnings of joint ventures
|
4,409
|
49
|
89
|
4,547
|
|||||||||
Investment
in real estate joint ventures
|
91,684
|
446
|
2,770
|
94,900
|
|||||||||
Total
assets
|
3,073,367
|
400,334
|
424,287
|
3,897,988
|
|||||||||
Three
Months Ended June 30, 2005:
|
|||||||||||||
Revenues
|
$
|
119,075
|
$
|
11,430
|
$
|
283
|
$
|
130,788
|
|||||
Net
operating income
|
89,037
|
8,092
|
129
|
97,258
|
|||||||||
Equity
in earnings of joint ventures
|
1,582
|
21
|
16
|
1,619
|
|||||||||
Investment
in real estate joint ventures
|
59,958
|
522
|
1,669
|
62,149
|
|||||||||
Total
assets
|
3,037,762
|
287,282
|
303,928
|
3,628,972
|
|||||||||
Six
Months Ended June 30, 2006:
|
|||||||||||||
Revenues
|
$
|
246,075
|
$
|
28,787
|
$
|
1,887
|
$
|
276,749
|
|||||
Net
operating income
|
181,198
|
20,465
|
1,522
|
203,185
|
|||||||||
Equity
in earnings of joint ventures
|
8,432
|
45
|
136
|
8,613
|
|||||||||
Six
Months Ended June 30, 2005:
|
|||||||||||||
Revenues
|
$
|
232,767
|
$
|
22,732
|
$
|
1,154
|
$
|
256,653
|
|||||
Net
operating income
|
172,908
|
16,226
|
674
|
189,808
|
|||||||||
Equity
in earnings of joint ventures
|
2,815
|
43
|
35
|
2,893
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Total
segment net operating income
|
$
|
101,351
|
$
|
97,258
|
$
|
203,185
|
$
|
189,808
|
|||||
Depreciation
and amortization
|
(32,045
|
)
|
(29,714
|
)
|
(63,677
|
)
|
(58,382
|
)
|
|||||
General
and administrative
|
(5,648
|
)
|
(4,522
|
)
|
(11,003
|
)
|
(8,769
|
)
|
|||||
Interest
expense, net
|
(34,741
|
)
|
(32,287
|
)
|
(69,178
|
)
|
(63,323
|
)
|
|||||
Interest
and other income
|
579
|
109
|
2,046
|
428
|
|||||||||
Equity
in earnings of joint ventures, net
|
4,547
|
1,619
|
8,613
|
2,893
|
|||||||||
Income
allocated to minority interests
|
(1,644
|
)
|
(1,745
|
)
|
(3,301
|
)
|
(3,145
|
)
|
|||||
Gain
on sale of properties
|
47
|
22,006
|
137
|
21,979
|
|||||||||
Gain
on land and merchant development sales
|
1,676
|
||||||||||||
Benefit
(provision) for income taxes
|
371
|
(148
|
)
|
||||||||||
Income
from Continuing Operations
|
$
|
32,817
|
$
|
52,724
|
$
|
68,350
|
$
|
81,489
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Service
cost
|
$
|
772
|
$
|
734
|
$
|
1,544
|
$
|
1,110
|
|||||
Interest
cost
|
565
|
476
|
1,130
|
778
|
|||||||||
Expected
return on plan assets
|
(346
|
)
|
(297
|
)
|
(692
|
)
|
(506
|
)
|
|||||
Prior
service cost
|
(32
|
)
|
(32
|
)
|
(64
|
)
|
(54
|
)
|
|||||
Recognized
loss
|
102
|
39
|
204
|
67
|
|||||||||
Total
|
$
|
1,061
|
$
|
920
|
$
|
2,122
|
$
|
1,395
|
June
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
Identified
Intangible Assets:
|
|||||||
Above-Market
Leases (included in Other Assets)
|
$
|
12,914
|
$
|
12,838
|
|||
Above-Market
Leases - Accumulated Amortization
|
(4,331
|
)
|
(3,393
|
)
|
|||
Lease
Origination Costs (incl. in Unamortized Debt and Lease
Cost)
|
46,024
|
42,772
|
|||||
Lease
Origination Costs - Accumulated Amortization
|
(14,045
|
)
|
(10,822
|
)
|
|||
$
|
40,562
|
$
|
41,395
|
||||
Identified
Intangible Liabilities (included in Other Liabilities):
|
|||||||
Below-Market
Leases
|
$
|
19,103
|
$
|
17,012
|
|||
Below-Market
Leases - Accumulated Amortization
|
(5,014
|
)
|
(3,735
|
)
|
|||
Out-of-Market
Assumed Mortgages
|
60,988
|
60,792
|
|||||
Out-of-Market
Assumed Mortgages - Accumulated Amortization
|
(15,795
|
)
|
(12,143
|
)
|
|||
$
|
59,282
|
$
|
61,926
|
2007
|
$
|
807
|
||
2008
|
559
|
|||
2009
|
634
|
|||
2010
|
300
|
|||
2011
|
193
|
2007
|
$
|
6,180
|
||
2008
|
4,889
|
|||
2009
|
3,931
|
|||
2010
|
3,178
|
|||
2011
|
2,542
|
2007
|
$
|
7,236
|
||
2008
|
6,166
|
|||
2009
|
4,771
|
|||
2010
|
4,083
|
|||
2011
|
2,920
|
Six
Months Ended
|
||||
June
30,
|
||||
2006
|
||||
Fair
value per share
|
$
|
3.22
|
||
Dividend
yield
|
6.3
|
%
|
||
Expected
volatility
|
16.8
|
%
|
||
Expected
life (in years)
|
6.7
|
|||
Risk-free
interest rate
|
4.4
|
%
|
Shares
|
Weighted
|
||||||
Under
|
Average
|
||||||
Option
|
Exercise
Price
|
||||||
Outstanding,
January 1, 2006
|
3,179,646
|
$
|
27.47
|
||||
Granted
|
2,000
|
39.97
|
|||||
Forfeited
or expired
|
(26,411
|
)
|
30.81
|
||||
Exercised
|
(364,421
|
)
|
20.65
|
||||
Outstanding,
June 30, 2006
|
2,790,814
|
$
|
28.34
|
Outstanding
|
Exercisable
|
|||||||||||||||||||||
Weighted
|
||||||||||||||||||||||
Average
|
Weighted
|
Aggregate
|
Weighted
|
Aggregate
|
||||||||||||||||||
Remaining
|
Average
|
Intrinsic
|
Average
|
Intrinsic
|
||||||||||||||||||
Range
of
|
Contractual
|
Exercise
|
Value
|
Exercise
|
Value
|
|||||||||||||||||
Exercise
Prices
|
Number
|
Life
|
Price
|
(000’s)
|
Number
|
Price
|
(000’s)
|
|||||||||||||||
$16.89
- $24.58
|
1,434,413
|
5.14
years
|
$
|
21.58
|
753,366
|
$
|
20.74
|
|||||||||||||||
$24.59
- $30.09
|
467,262
|
7.20
years
|
$
|
30.00
|
222,497
|
$
|
29.90
|
|||||||||||||||
$30.10
- $39.75
|
889,139
|
9.01
years
|
$
|
38.36
|
84,547
|
$
|
39.75
|
|||||||||||||||
Total
|
2,790,814
|
6.72
years
|
$
|
28.34
|
$
|
27,741
|
1,060,410
|
$
|
24.18
|
$
|
14,952
|
Nonvested
|
Weighted
|
||||||
Restricted
|
Average
Grant
|
||||||
Shares
|
Date
Fair Value
|
||||||
Outstanding,
January 1, 2006
|
142,268
|
$
|
36.32
|
||||
Granted
|
9,800
|
38.68
|
|||||
Vested
|
(9,800
|
)
|
38.68
|
||||
Forfeited
|
(3,041
|
)
|
36.24
|
||||
Outstanding,
June 30, 2006
|
139,227
|
$
|
36.32
|
June
30,
|
|||||||
2006
|
2005
|
||||||
Shopping
Centers
|
95.2
|
%
|
94.8
|
%
|
|||
Industrial
|
89.5
|
%
|
91.9
|
%
|
|||
Total
|
93.7
|
%
|
94.2
|
%
|
Three
Months Ended
|
|||||||
June
30,
|
|||||||
2006
|
2005
|
||||||
Gross
interest expense
|
$
|
37,913
|
$
|
35,114
|
|||
Over-market
mortgage adjustment of acquired properties
|
(1,826
|
)
|
(1,870
|
)
|
|||
Capitalized
interest
|
(1,346
|
)
|
(957
|
)
|
|||
Total
|
$
|
34,741
|
$
|
32,287
|
June
30,
|
|||||||
2006
|
2005
|
||||||
Shopping
Centers
|
95.2
|
%
|
94.8
|
%
|
|||
Industrial
|
89.5
|
%
|
91.9
|
%
|
|||
Total
|
93.7
|
%
|
94.2
|
%
|
Six
Months Ended
|
|||||||
June
30,
|
|||||||
2006
|
2005
|
||||||
Gross
interest expense
|
$
|
74,985
|
$
|
68,343
|
|||
Over-market
mortgage adjustment of acquired properties
|
(3,652
|
)
|
(3,363
|
)
|
|||
Capitalized
interest
|
(2,155
|
)
|
(1,657
|
)
|
|||
Total
|
$
|
69,178
|
$
|
63,323
|
2006
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
Total
|
||||||||||||||||
Mortgages
and Notes Payable:(1)
|
||||||||||||||||||||||
Unsecured
Debt
|
$
|
358,508
|
$
|
149,764
|
$
|
127,349
|
$
|
94,471
|
$
|
110,759
|
$
|
1,156,151
|
$
|
1,997,002
|
||||||||
Secured
Debt
|
51,870
|
83,881
|
246,334
|
117,049
|
97,844
|
574,231
|
1,171,209
|
|||||||||||||||
Ground
Lease Payments
|
997
|
1,876
|
1,782
|
1,737
|
1,691
|
41,085
|
49,168
|
|||||||||||||||
Obligations
to Acquire Projects
|
293,803
|
293,803
|
||||||||||||||||||||
Obligations
to Develop Projects
|
56,428
|
222,532
|
278,960
|
|||||||||||||||||||
Total
Contractual Obligations
|
$
|
761,606
|
$
|
458,053
|
$
|
375,465
|
$
|
213,257
|
$
|
210,294
|
$
|
1,771,467
|
$
|
3,790,142
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Net
income available to common shareholders
|
$
|
87,741
|
$
|
67,679
|
$
|
139,825
|
$
|
101,716
|
|||||
Depreciation
and amortization
|
30,617
|
29,447
|
61,075
|
57,759
|
|||||||||
Depreciation
and amortization of unconsolidated joint ventures
|
1,106
|
939
|
2,124
|
1,843
|
|||||||||
Gain
on sale of properties
|
(56,157
|
)
|
(35,622
|
)
|
(73,299
|
)
|
(39,713
|
)
|
|||||
(Gain)
loss on sale of properties of unconsolidated joint
ventures
|
(2,497
|
)
|
2
|
(4,054
|
)
|
3
|
|||||||
Funds
from operations
|
60,810
|
62,445
|
125,671
|
121,608
|
|||||||||
Funds
from operations attributable to operating partnership
units
|
2,355
|
2,161
|
4,727
|
4,234
|
|||||||||
Funds
from operations assuming conversion of OP units
|
$
|
63,165
|
$
|
64,606
|
$
|
130,398
|
$
|
125,842
|
|||||
Weighted
average shares outstanding - basic
|
89,519
|
89,178
|
89,446
|
89,150
|
|||||||||
Effect
of dilutive securities:
|
|||||||||||||
Share
options and awards
|
854
|
949
|
905
|
943
|
|||||||||
Operating
partnership units
|
3,160
|
3,043
|
3,151
|
3,025
|
|||||||||
Weighted
average shares outstanding - diluted
|
93,533
|
93,170
|
93,502
|
93,118
|
TRUST
MANAGER
|
FOR
|
WITHHELD
|
|||||
Stanford
Alexander
|
79,883,846
|
724,628
|
|||||
Andrew
M. Alexander
|
79,945,221
|
663,253
|
|||||
J.
Murry Bowden
|
80,074,712
|
533,762
|
|||||
James
W. Crownover
|
80,022,227
|
586,248
|
|||||
Robert
J. Cruikshank
|
77,494,108
|
3,114,366
|
|||||
Melvin
A. Dow
|
77,396,455
|
3,212,019
|
|||||
Stephen
A. Lasher
|
79,570,331
|
1,038,144
|
|||||
Douglas
W. Schnitzer
|
79,976,288
|
632,186
|
|||||
Marc
J. Shapiro
|
79,727,774
|
880,700
|
|||||
TOTAL
|
714,090,962
|
11,385,306
|
FOR
|
79,717,781
|
|||
AGAINST
|
739,477
|
|||
ABSTAIN
|
151,214
|
|||
TOTAL
|
80,608,472
|
FOR
|
58,707,907
|
|||
AGAINST
|
3,425,536
|
|||
ABSTAIN
|
627,068
|
|||
TOTAL
|
62,760,511
|
FOR
|
16,989,649
|
|||
AGAINST
|
44,962,909
|
|||
ABSTAIN
|
809,079
|
|||
TOTAL
|
62,761,637
|
(a)
|
Exhibits:
|
|||
3.1
|
—
|
Restated
Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration
Statement
on Form 8-A dated January 19, 1999 and incorporated herein by
reference).
|
||
3.2
|
—
|
Amendment
of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's
Registration Statement on Form 8-A dated January 19, 1999 and incorporated
herein by reference).
|
||
3.3
|
—
|
Second
Amendment of the Restated Declaration of Trust (filed as Exhibit
3.3 to
WRI's Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
|
||
3.4
|
—
|
Third
Amendment of the Restated Declaration of Trust (filed as Exhibit
3.4 to
WRI's Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
|
||
3.5
|
—
|
Fourth
Amendment of the Restated Declaration of Trust dated April 28, 1999
(filed
as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended
December 31, 2001 and incorporated herein by
reference).
|
||
3.6
|
—
|
Fifth
Amendment of the Restated Declaration of Trust dated April 20, 2001
(filed
as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended
December 31, 2001 and incorporated herein by
reference).
|
||
3.7
|
—
|
Amended
and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration
Statement on Form 8-A dated February 23, 1998 and incorporated herein
by
reference).
|
||
4.1
|
—
|
Subordinated
Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,
National Association (formerly, Texas Commerce Bank National Association)
(filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3
(No.
33-57659) and incorporated herein by reference).
|
||
4.2
|
—
|
Subordinated
Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,
National Association (formerly, Texas Commerce Bank National Association)
(filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3
(No.
33-57659) and incorporated herein by reference).
|
||
4.3
|
—
|
Form
of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI's
Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
|
||
4.4
|
—
|
Form
of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to
WRI's
Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
|
4.5
|
—
|
Form
of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21
to
WRI’s Annual Report on Form 10-K for the year ended December 31, 1998
and
incorporated herein by reference).
|
4.6
|
—
|
Form
of Floating Rate Subordinated Medium Term Note (filed as Exhibit
4.22 to
WRI’s Annual Report on Form 10-K for the year ended December 31, 1998
and
incorporated herein by reference).
|
4.7
|
—
|
Statement
of Designation of 6.75% Series D Cumulative Redeemable Preferred
Shares
(filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated
April 17, 2003 and incorporated herein by reference).
|
4.8
|
—
|
Statement
of Designation of 6.95% Series E Cumulative Redeemable Preferred
Shares
(filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated
July 8, 2004 and incorporated herein by reference).
|
4.9
|
—
|
6.75%
Series D Cumulative Redeemable Preferred Share Certificate (filed
as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated April 17,
2003 and incorporated herein by reference).
|
4.10
|
—
|
6.95%
Series E Cumulative Redeemable Preferred Share Certificate (filed
as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated July 8, 2004
and incorporated herein by reference).
|
4.11
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/30 of a share
of
6.75% Series D Cumulative Redeemable Preferred Shares, par value
$.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated April 17, 2003 and incorporated herein by
reference).
|
4.12
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/100 of a share
of
6.95% Series E Cumulative Redeemable Preferred Shares, par value
$.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated July 8, 2004 and incorporated herein by
reference).
|
4.13
|
—
|
Form
of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI’s Annual Report on Form
10-K for the year ended December 31, 2001 and incorporated herein
by
reference).
|
10.1†
|
—
|
1988
Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI’s
Annual Report on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference).
|
10.2†
|
—
|
The
Savings and Investment Plan for Employees of Weingarten Realty Investors
dated December 17, 2003 (filed as Exhibit 10.34 on WRI’s Annual Report on
Form 10-K for the year ended December 31, 2005 and incorporated herein
by
reference).
|
10.3†
|
—
|
The
Savings and Investment Plan for Employees of WRI, as amended (filed
as
Exhibit 4.1 to WRI’s Registration Statement on Form S-8 (No. 33-25581) and
incorporated herein by reference).
|
10.4†
|
—
|
First
Amendment to the Savings and Investment Plan for Employees of Weingarten
Realty Investors dated August 1, 2005 (filed as Exhibit 10.25 on
WRI’s
Form 10-Q for the quarter ended September 30, 2005 and incorporated
herein
by reference).
|
10.5†
|
—
|
The
Fifth Amendment to Savings and Investment Plan for Employees of WRI
(filed
as Exhibit 4.1.1 to WRI’s Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (No. 33-25581) and incorporated herein by
reference).
|
10.6†
|
—
|
Mandatory
Distribution Amendment for the Savings and Investment Plan for Employees
of Weingarten Realty Investors dated August 1, 2005 (filed as Exhibit
10.26 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and
incorporated herein by reference).
|
10.7†
|
—
|
The
1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI’s
Registration Statement on Form S-8 (No. 33-52473) and incorporated
herein
by reference).
|
10.8†
|
—
|
1999
WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI’s Annual
Report on Form 10-K for the year ended December 31, 1999 and incorporated
herein by reference).
|
10.9†
|
—
|
2001
Long Term Incentive Plan (filed as Exhibit 10.7 to WRI’s Annual Report on
Form 10-K for the year ended December 31, 2001 and incorporated herein
by
reference).
|
10.10
|
—
|
Master
Promissory Note in the amount of $20,000,000 between WRI, as payee,
and
Chase Bank of Texas, National Association (formerly, Texas Commerce
Bank
National Association), as maker, effective December 30, 1998 (filed
as
Exhibit 4.15 to WRI's Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by
reference).
|
10.11†
|
—
|
Weingarten
Realty Retirement Plan restated effective April 1, 2002 (filed as
Exhibit
10.29 on WRI’s Annual Report on Form 10-K for the year ended December 31,
2005 and incorporated herein by reference).
|
10.12†
|
—
|
First
Amendment to the Weingarten Realty Retirement Plan, dated December
31,
2003 (filed as Exhibit 10.33 on WRI’s Annual Report on Form 10-K for the
year ended December 31, 2005 and incorporated herein by reference).
|
10.13†
|
—
|
First
Amendment to the Weingarten Realty Pension Plan, dated August 1,
2005
(filed as Exhibit 10.27 on WRI’s Form 10-Q for the quarter ended September
30, 2005 and incorporated herein by reference).
|
10.14†
|
—
|
Mandatory
Distribution Amendment for the Weingarten Realty Retirement Plan
dated
August 1, 2005 (filed as Exhibit 10.28 on WRI’s Form 10-Q for the quarter
ended September 30, 2005 and incorporated herein by
reference).
|
10.15†
|
—
|
Weingarten
Realty Investors Supplemental Executive Retirement Plan amended and
restated effective September 1, 2002 (filed as Exhibit 10.10 on WRI’s Form
10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.16†
|
—
|
First
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended on November 3, 2003 (filed as Exhibit 10.11
on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.17†
|
—
|
Second
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended October 22, 2004 (filed as Exhibit 10.12
on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.18†
|
—
|
Third
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended October 22, 2004 (filed as Exhibit 10.13
on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.19†
|
—
|
Weingarten
Realty Investors Retirement Benefit Restoration Plan adopted effective
September 1, 2002 (filed as Exhibit 10.14 on WRI’s Form 10-Q for the
quarter ended June 30, 2005 and incorporated herein by
reference).
|
10.20†
|
—
|
First
Amendment to the Weingarten Realty Investors Retirement Benefit
Restoration Plan amended on November 3, 2003 (filed as Exhibit 10.15
on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.21†
|
—
|
Second
Amendment to the Weingarten Realty Investors Retirement Benefit
Restoration Plan amended October 22, 2004 (filed as Exhibit 10.16
on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.22†
|
—
|
Third
Amendment to the Weingarten Realty Pension Plan dated December 23,
2005
(filed as Exhibit 10.30 on WRI’s Annual Report on Form 10-K for the year
ended December 31, 2005 and incorporated herein by
reference).
|
10.23†
|
—
|
Weingarten
Realty Investors Deferred Compensation Plan amended and restated
as a
separate and independent plan effective September 1, 2002 (filed
as
Exhibit 10.17 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and
incorporated herein by reference).
|
10.24†
|
—
|
Supplement
to the Weingarten Realty Investors Deferred Compensation Plan amended
on
April 25, 2003 (filed as Exhibit 10.18 on WRI’s Form 10-Q for the quarter
ended June 30, 2005 and incorporated herein by
reference).
|
10.25†
|
—
|
First
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan
amended on November 3, 2003 (filed as Exhibit 10.19 on WRI’s Form 10-Q for
the quarter ended June 30, 2005 and incorporated herein by
reference).
|
10.26†
|
—
|
Second
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan,
as amended, dated October 13, 2005 (filed as Exhibit 10.29 on WRI’s Form
10-Q for the quarter ended September 30, 2005 and incorporated herein
by
reference).
|
10.27†
|
—
|
Trust
Under the Weingarten Realty Investors Deferred Compensation Plan
amended
and restated effective October 21, 2003 (filed as Exhibit 10.21 on
WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.28†
|
—
|
Fourth
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan,
dated December 23, 2005 (filed as Exhibit 10.31 on WRI’s Annual Report on
Form 10-K for the year ended December 31, 2005 and incorporated herein
by
reference).
|
10.29†
|
—
|
Trust
Under the Weingarten Realty Investors Retirement Benefit Restoration
Plan
amended and restated effective October 21, 2003 (filed as Exhibit
10.22 on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.30†
|
—
|
Trust
Under the Weingarten Realty Investors Supplemental Executive Retirement
Plan amended and restated effective October 21, 2003 (filed as Exhibit
10.23 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and
incorporated herein by reference).
|
10.31†
|
—
|
First
Amendment to the Trust Under the Weingarten Realty Investors Deferred
Compensation Plan, Supplemental Executive Retirement Plan, and Retirement
Benefit Restoration Plan amended on March 16, 2004 (filed as Exhibit
10.24
on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.32†
|
—
|
Third
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan
dated August 1, 2005 (filed as Exhibit 10.30 on WRI’s Form 10-Q for the
quarter ended September 30, 2005 and incorporated herein by
reference).
|
10.33
|
—
|
Amended
and Restated Credit Agreement dated February 22, 2006 among Weingarten
Realty Investors, the Lenders Party Hereto and JPMorgan Chase Bank,
N.A.,
as Administrative Agent (filed as Exhibit 10.32 on WRI’s Form 10-K for the
year ended December 31, 2005 and incorporated by
reference).
|
10.34†*
|
—
|
Fifth
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan.
|
12.1*
|
—
|
Computation
of Fixed Charges Ratios.
|
14.1
|
—
|
Code
of Ethical Conduct for Senior Financial Officers - Andrew M. Alexander
(filed as Exhibit 14.1 to WRI’s Annual Report on Form 10-K for the year
ended December 31, 2003 and incorporated herein by
reference).
|
14.2
|
—
|
Code
of Ethical Conduct for Senior Financial Officers - Stephen C. Richter
(filed as Exhibit 14.2 to WRI’s Annual Report on Form 10-K for the year
ended December 31, 2003 and incorporated herein by
reference).
|
14.3
|
—
|
Code
of Ethical Conduct for Senior Financial Officers - Joe D. Shafer
(filed as
Exhibit 14.3 to WRI’s Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference).
|
31.1*
|
—
|
Certification
pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer).
|
31.2*
|
—
|
Certification
pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer).
|
32.1**
|
—
|
Certification
pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906
of the
Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
|
32.2**
|
—
|
Certification
pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906
of the
Sarbanes-Oxley Act of 2002 (Chief Financial
Officer).
|
*
|
Filed
with this report.
|
**
|
Furnished
with this report.
|
†
|
Management
contract or compensation plan or
arrangement.
|
WEINGARTEN
REALTY INVESTORS
|
||
(Registrant)
|
||
By:
|
/s/
Andrew M. Alexander
|
|
Andrew
M. Alexander
|
||
Chief
Executive Officer
|
||
By:
|
/s/
Joe D. Shafer
|
|
Joe
D. Shafer
|
||
Vice
President/Chief Accounting Officer
|
||
(Principal
Accounting Officer)
|
(a)
|
Exhibits:
|
||
3.1
|
—
|
Restated
Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration
Statement
on Form 8-A dated January 19, 1999 and incorporated herein by
reference).
|
|
3.2
|
—
|
Amendment
of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's
Registration Statement on Form 8-A dated January 19, 1999 and incorporated
herein by reference).
|
|
3.3
|
—
|
Second
Amendment of the Restated Declaration of Trust (filed as Exhibit
3.3 to
WRI's Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
|
|
3.4
|
—
|
Third
Amendment of the Restated Declaration of Trust (filed as Exhibit
3.4 to
WRI's Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
|
|
3.5
|
—
|
Fourth
Amendment of the Restated Declaration of Trust dated April 28, 1999
(filed
as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended
December 31, 2001 and incorporated herein by
reference).
|
|
3.6
|
—
|
Fifth
Amendment of the Restated Declaration of Trust dated April 20, 2001
(filed
as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended
December 31, 2001 and incorporated herein by
reference).
|
|
3.7
|
—
|
Amended
and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration
Statement on Form 8-A dated February 23, 1998 and incorporated herein
by
reference).
|
|
4.1
|
—
|
Subordinated
Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,
National Association (formerly, Texas Commerce Bank National Association)
(filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3
(No.
33-57659) and incorporated herein by reference).
|
|
4.2
|
—
|
Subordinated
Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,
National Association (formerly, Texas Commerce Bank National Association)
(filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3
(No.
33-57659) and incorporated herein by reference).
|
|
4.3
|
—
|
Form
of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI's
Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
|
|
4.4
|
—
|
Form
of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to
WRI's
Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
|
|
4.5
|
—
|
Form
of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21
to
WRI’s Annual Report on Form 10-K for the year ended December 31, 1998
and
incorporated herein by reference).
|
|
4.6
|
—
|
Form
of Floating Rate Subordinated Medium Term Note (filed as Exhibit
4.22 to
WRI’s Annual Report on Form 10-K for the year ended December 31, 1998
and
incorporated herein by reference).
|
|
4.7
|
—
|
Statement
of Designation of 6.75% Series D Cumulative Redeemable Preferred
Shares
(filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated
April 17, 2003 and incorporated herein by reference).
|
|
4.8
|
—
|
Statement
of Designation of 6.95% Series E Cumulative Redeemable Preferred
Shares
(filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated
July 8, 2004 and incorporated herein by reference).
|
|
4.9
|
—
|
6.75%
Series D Cumulative Redeemable Preferred Share Certificate (filed
as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated April 17,
2003 and incorporated herein by reference).
|
|
4.10
|
—
|
6.95%
Series E Cumulative Redeemable Preferred Share Certificate (filed
as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated July 8, 2004
and incorporated herein by
reference).
|
4.11
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/30 of a share
of
6.75% Series D Cumulative Redeemable Preferred Shares, par value
$.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated April 17, 2003 and incorporated herein by
reference).
|
4.12
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/100 of a share
of
6.95% Series E Cumulative Redeemable Preferred Shares, par value
$.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated July 8, 2004 and incorporated herein by
reference).
|
4.13
|
—
|
Form
of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI’s Annual Report on Form
10-K for the year ended December 31, 2001 and incorporated herein
by
reference).
|
10.1
|
—
|
1988
Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI’s
Annual Report on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference).
|
10.2
|
—
|
The
Savings and Investment Plan for Employees of Weingarten Realty Investors
dated December 17, 2003 (filed as Exhibit 10.34 on WRI’s Annual Report on
Form 10-K for the year ended December 31, 2005 and incorporated herein
by
reference).
|
10.3
|
—
|
The
Savings and Investment Plan for Employees of WRI, as amended (filed
as
Exhibit 4.1 to WRI’s Registration Statement on Form S-8 (No. 33-25581) and
incorporated herein by reference).
|
10.4
|
—
|
First
Amendment to the Savings and Investment Plan for Employees of Weingarten
Realty Investors dated August 1, 2005 (filed as Exhibit 10.25 on
WRI’s
Form 10-Q for the quarter ended September 30, 2005 and incorporated
herein
by reference).
|
10.5
|
—
|
The
Fifth Amendment to Savings and Investment Plan for Employees of WRI
(filed
as Exhibit 4.1.1 to WRI’s Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (No. 33-25581) and incorporated herein by
reference).
|
10.6
|
—
|
Mandatory
Distribution Amendment for the Savings and Investment Plan for Employees
of Weingarten Realty Investors dated August 1, 2005 (filed as Exhibit
10.26 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and
incorporated herein by reference).
|
10.7
|
—
|
The
1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI’s
Registration Statement on Form S-8 (No. 33-52473) and incorporated
herein
by reference).
|
10.8
|
—
|
1999
WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI’s Annual
Report on Form 10-K for the year ended December 31, 1999 and incorporated
herein by reference).
|
10.9
|
—
|
2001
Long Term Incentive Plan (filed as Exhibit 10.7 to WRI’s Annual Report on
Form 10-K for the year ended December 31, 2001 and incorporated herein
by
reference).
|
10.10
|
—
|
Master
Promissory Note in the amount of $20,000,000 between WRI, as payee,
and
Chase Bank of Texas, National Association (formerly, Texas Commerce
Bank
National Association), as maker, effective December 30, 1998 (filed
as
Exhibit 4.15 to WRI's Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by
reference).
|
10.11
|
—
|
Weingarten
Realty Retirement Plan restated effective April 1, 2002 (filed as
Exhibit
10.29 on WRI’s Annual Report on Form 10-K for the year ended December 31,
2005 and incorporated herein by reference).
|
10.12
|
—
|
First
Amendment to the Weingarten Realty Retirement Plan, dated December
31,
2003 (filed as Exhibit 10.33 on WRI’s Annual Report on Form 10-K for the
year ended December 31, 2005 and incorporated herein by reference).
|
10.13
|
—
|
First
Amendment to the Weingarten Realty Pension Plan, dated August 1,
2005
(filed as Exhibit 10.27 on WRI’s Form 10-Q for the quarter ended September
30, 2005 and incorporated herein by reference).
|
10.14
|
—
|
Mandatory
Distribution Amendment for the Weingarten Realty Retirement Plan
dated
August 1, 2005 (filed as Exhibit 10.28 on WRI’s Form 10-Q for the quarter
ended September 30, 2005 and incorporated herein by
reference).
|
10.15
|
—
|
Weingarten
Realty Investors Supplemental Executive Retirement Plan amended and
restated effective September 1, 2002 (filed as Exhibit 10.10 on WRI’s Form
10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.16
|
—
|
First
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended on November 3, 2003 (filed as Exhibit 10.11
on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.17
|
—
|
Second
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended October 22, 2004 (filed as Exhibit 10.12
on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.18
|
—
|
Third
Amendment to the Weingarten Realty Investors Supplemental Executive
Retirement Plan amended October 22, 2004 (filed as Exhibit 10.13
on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.19
|
—
|
Weingarten
Realty Investors Retirement Benefit Restoration Plan adopted effective
September 1, 2002 (filed as Exhibit 10.14 on WRI’s Form 10-Q for the
quarter ended June 30, 2005 and incorporated herein by
reference).
|
10.20
|
—
|
First
Amendment to the Weingarten Realty Investors Retirement Benefit
Restoration Plan amended on November 3, 2003 (filed as Exhibit 10.15
on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.21
|
—
|
Second
Amendment to the Weingarten Realty Investors Retirement Benefit
Restoration Plan amended October 22, 2004 (filed as Exhibit 10.16
on WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.22
|
—
|
Third
Amendment to the Weingarten Realty Pension Plan dated December 23,
2005
(filed as Exhibit 10.30 on WRI’s Annual Report on Form 10-K for the year
ended December 31, 2005 and incorporated herein by
reference).
|
10.23
|
—
|
Weingarten
Realty Investors Deferred Compensation Plan amended and restated
as a
separate and independent plan effective September 1, 2002 (filed
as
Exhibit 10.17 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and
incorporated herein by reference).
|
10.24
|
—
|
Supplement
to the Weingarten Realty Investors Deferred Compensation Plan amended
on
April 25, 2003 (filed as Exhibit 10.18 on WRI’s Form 10-Q for the quarter
ended June 30, 2005 and incorporated herein by
reference).
|
10.25
|
—
|
First
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan
amended on November 3, 2003 (filed as Exhibit 10.19 on WRI’s Form 10-Q for
the quarter ended June 30, 2005 and incorporated herein by
reference).
|
10.26
|
—
|
Second
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan,
as amended, dated October 13, 2005 (filed as Exhibit 10.29 on WRI’s Form
10-Q for the quarter ended September 30, 2005 and incorporated herein
by
reference).
|
10.27
|
—
|
Trust
Under the Weingarten Realty Investors Deferred Compensation Plan
amended
and restated effective October 21, 2003 (filed as Exhibit 10.21 on
WRI’s
Form 10-Q for the quarter ended June 30, 2005 and incorporated herein
by
reference).
|
10.28
|
—
|
Fourth
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan,
dated December 23, 2005 (filed as Exhibit 10.31 on WRI’s Annual Report on
Form 10-K for the year ended December 31, 2005 and incorporated herein
by
reference).
|
10.29
|
—
|
Trust
Under the Weingarten Realty Investors Retirement Benefit Restoration
Plan
amended and restated effective October 21, 2003 (filed as Exhibit
10.22 on
WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.30
|
—
|
Trust
Under the Weingarten Realty Investors Supplemental Executive Retirement
Plan amended and restated effective October 21, 2003 (filed as Exhibit
10.23 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and
incorporated herein by reference).
|
10.31
|
—
|
First
Amendment to the Trust Under the Weingarten Realty Investors Deferred
Compensation Plan, Supplemental Executive Retirement Plan, and Retirement
Benefit Restoration Plan amended on March 16, 2004 (filed as Exhibit
10.24
on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated
herein by reference).
|
10.32
|
—
|
Third
Amendment to the Weingarten Realty Investors Deferred Compensation
Plan
dated August 1, 2005 (filed as Exhibit 10.30 on WRI’s Form 10-Q for the
quarter ended September 30, 2005 and incorporated herein by
reference).
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10.33
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—
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Amended
and Restated Credit Agreement dated February 22, 2006 among Weingarten
Realty Investors, the Lenders Party Hereto and JPMorgan Chase Bank,
N.A.,
as Administrative Agent (filed as Exhibit 10.32 on WRI’s Form 10-K for the
year ended December 31, 2005 and incorporated by
reference).
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14.1
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—
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Code
of Ethical Conduct for Senior Financial Officers - Andrew M. Alexander
(filed as Exhibit 14.1 to WRI’s Annual Report on Form 10-K for the year
ended December 31, 2003 and incorporated herein by
reference).
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14.2
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—
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Code
of Ethical Conduct for Senior Financial Officers - Stephen C. Richter
(filed as Exhibit 14.2 to WRI’s Annual Report on Form 10-K for the year
ended December 31, 2003 and incorporated herein by
reference).
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14.3
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—
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Code
of Ethical Conduct for Senior Financial Officers - Joe D. Shafer
(filed as
Exhibit 14.3 to WRI’s Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by
reference).
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