(Mark
One)
|
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarter ended September 30, 2009
|
|
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
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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)
|
Large
accelerated filer x
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
|
Smaller
reporting company ¨
|
|
(Do not check if a smaller reporting company) |
PART
I.
|
Financial
Information:
|
Page
Number
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||
3
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||||
4
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||||
5
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||||
6
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||||
7
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||||
33
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||||
47
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||||
47
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||||
PART
II.
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Other
Information:
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|||
48
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||||
48
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||||
50
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||||
50
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||||
51
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||||
51
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||||
51
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||||
52
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53
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PART
I-FINANCIAL INFORMATION
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||||||||||||||||
ITEM
1.
Financial Statements
|
||||||||||||||||
WEINGARTEN
REALTY INVESTORS
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
(In
thousands, except per share amounts)
|
||||||||||||||||
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
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|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenues:
|
||||||||||||||||
Rentals,
net
|
$ | 139,636 | $ | 149,725 | $ | 422,106 | $ | 441,288 | ||||||||
Other
|
4,908 | 4,242 | 12,321 | 10,310 | ||||||||||||
Total
|
144,544 | 153,967 | 434,427 | 451,598 | ||||||||||||
Expenses:
|
||||||||||||||||
Depreciation
and amortization
|
37,159 | 35,368 | 112,836 | 115,281 | ||||||||||||
Operating
|
25,733 | 26,045 | 76,014 | 77,151 | ||||||||||||
Ad
valorem taxes, net
|
18,275 | 19,967 | 55,012 | 54,620 | ||||||||||||
Impairment
loss
|
32,774 | 32,774 | ||||||||||||||
General
and administrative
|
6,178 | 5,816 | 19,198 | 19,774 | ||||||||||||
Total
|
120,119 | 87,196 | 295,834 | 266,826 | ||||||||||||
Operating
Income
|
24,425 | 66,771 | 138,593 | 184,772 | ||||||||||||
Interest
Expense, net
|
(36,431 | ) | (40,878 | ) | (115,247 | ) | (118,724 | ) | ||||||||
Interest
and Other Income, net
|
3,596 | 1,171 | 8,504 | 3,919 | ||||||||||||
Gain
on Redemption of Convertible Senior Unsecured Notes
|
16,453 | 25,311 | ||||||||||||||
Equity
in (Loss) Earnings of Real Estate Joint Ventures
and Partnerships, net
|
(4,763 | ) | 5,151 | 2,783 | 15,537 | |||||||||||
Gain
on Merchant Development Sales
|
491 | 1,418 | 18,619 | 8,240 | ||||||||||||
Provision
for Income Taxes
|
(4,364 | ) | (701 | ) | (7,071 | ) | (2,991 | ) | ||||||||
(Loss)
Income from Continuing Operations
|
(593 | ) | 32,932 | 71,492 | 90,753 | |||||||||||
Operating
(Loss) Income from Discontinued Operations
|
(1,294 | ) | 2,016 | 1,250 | 8,398 | |||||||||||
Gain
on Sale of Property from Discontinued Operations
|
398 | 4,520 | 7,385 | 53,983 | ||||||||||||
(Loss)
Income from Discontinued Operations
|
(896 | ) | 6,536 | 8,635 | 62,381 | |||||||||||
Gain
(Loss) on Sale of Property
|
994 | (43 | ) | 12,374 | 101 | |||||||||||
Net
(Loss) Income
|
(495 | ) | 39,425 | 92,501 | 153,235 | |||||||||||
Less: Net
Income Attributable to Noncontrolling Interests
|
(20 | ) | (2,515 | ) | (2,894 | ) | (6,968 | ) | ||||||||
Net
(Loss) Income Adjusted for Noncontrolling Interests
|
(515 | ) | 36,910 | 89,607 | 146,267 | |||||||||||
Dividends
on Preferred Shares
|
(8,869 | ) | (9,114 | ) | (26,607 | ) | (25,842 | ) | ||||||||
Redemption
Costs of Preferred Shares
|
(860 | ) | (1,850 | ) | ||||||||||||
Net
(Loss) Income Attributable to Common Shareholders
|
$ | (9,384 | ) | $ | 26,936 | $ | 63,000 | $ | 118,575 | |||||||
Earnings
Per Common Share - Basic:
|
||||||||||||||||
(Loss)
income from continuing operations attributable to common
shareholders
|
$ | (0.07 | ) | $ | 0.24 | $ | 0.51 | $ | 0.67 | |||||||
(Loss)
income from discontinued operations
|
(0.01 | ) | 0.08 | 0.08 | 0.75 | |||||||||||
Net
(loss) income attributable to common shareholders
|
$ | (0.08 | ) | $ | 0.32 | $ | 0.59 | $ | 1.42 | |||||||
Earnings
Per Common Share - Diluted:
|
||||||||||||||||
(Loss)
income from continuing operations attributable to common
shareholders
|
$ | (0.07 | ) | $ | 0.24 | $ | 0.51 | $ | 0.67 | |||||||
(Loss)
income from discontinued operations
|
(0.01 | ) | 0.08 | 0.08 | 0.74 | |||||||||||
Net
(loss) income attributable to common shareholders
|
$ | (0.08 | ) | $ | 0.32 | $ | 0.59 | $ | 1.41 | |||||||
Comprehensive
Income:
|
||||||||||||||||
Net
(Loss) Income
|
$ | (495 | ) | $ | 39,425 | $ | 92,501 | $ | 153,235 | |||||||
Other
Comprehensive Income (Loss):
|
||||||||||||||||
Loss
on derivatives
|
(7,204 | ) | ||||||||||||||
Amortization
of loss on derivatives
|
620 | 605 | 1,862 | 1,469 | ||||||||||||
Total
|
620 | 605 | 1,862 | (5,735 | ) | |||||||||||
Comprehensive
Income
|
125 | 40,030 | 94,363 | 147,500 | ||||||||||||
Comprehensive
Income Attributable to Noncontrolling Interests
|
(20 | ) | (2,515 | ) | (2,894 | ) | (6,968 | ) | ||||||||
Comprehensive
Income Adjusted for Noncontrolling Interests
|
$ | 105 | $ | 37,515 | $ | 91,469 | $ | 140,532 | ||||||||
See
Notes to Condensed Consolidated Financial Statements.
|
WEINGARTEN
REALTY INVESTORS
|
||||||||
(Unaudited)
|
||||||||
(In
thousands, except per share amounts)
|
||||||||
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Property
|
$ | 4,806,661 | $ | 4,915,472 | ||||
Accumulated
Depreciation
|
(861,547 | ) | (812,323 | ) | ||||
Property
Held for Sale, net
|
51,007 | |||||||
Property,
net
|
3,996,121 | 4,103,149 | ||||||
Investment
in Real Estate Joint Ventures and Partnerships, net
|
311,353 | 357,634 | ||||||
Total
|
4,307,474 | 4,460,783 | ||||||
Notes
Receivable from Real Estate Joint Ventures and
Partnerships
|
323,141 | 232,544 | ||||||
Unamortized
Debt and Lease Costs, net
|
109,661 | 119,464 | ||||||
Accrued
Rent and Accounts Receivable (net of allowance for doubtful accounts
of $9,608 in 2009 and $12,412 in 2008)
|
84,948 | 103,873 | ||||||
Cash
and Cash Equivalents
|
104,694 | 58,946 | ||||||
Restricted
Deposits and Mortgage Escrows
|
14,526 | 33,252 | ||||||
Other,
net
|
92,854 | 105,350 | ||||||
Total
|
$ | 5,037,298 | $ | 5,114,212 | ||||
LIABILITIES
AND EQUITY
|
||||||||
Debt,
net
|
$ | 2,724,888 | $ | 3,148,636 | ||||
Accounts
Payable and Accrued Expenses
|
152,022 | 179,432 | ||||||
Other,
net
|
98,791 | 90,461 | ||||||
Total
|
2,975,701 | 3,418,529 | ||||||
Commitments
and Contingencies
|
41,000 | |||||||
Equity:
|
||||||||
Shareholders'
Equity:
|
||||||||
Preferred
Shares of Beneficial Interest - par value, $.03 per share; shares
authorized: 10,000
|
||||||||
6.75%
Series D cumulative redeemable preferred shares of beneficial
interest; 100 shares issued and outstanding in
2009 and 2008; liquidation preference
$75,000
|
3 | 3 | ||||||
6.95%
Series E cumulative redeemable preferred shares of beneficial
interest; 29 shares issued and outstanding in 2009 and
2008; liquidation preference $72,500
|
1 | 1 | ||||||
6.5%
Series F cumulative redeemable preferred shares of beneficial
interest; 140 shares issued and outstanding in 2009 and
2008; liquidation preference $350,000
|
4 | 4 | ||||||
Common
Shares of Beneficial Interest - par value, $.03 per share; shares
authorized: 150,000;
shares issued and outstanding: 119,790
in 2009 and 87,102 in 2008
|
3,605 | 2,625 | ||||||
Accumulated
Additional Paid-In Capital
|
1,949,308 | 1,514,940 | ||||||
Net
Income Less Than Accumulated Dividends
|
(80,015 | ) | (37,245 | ) | ||||
Accumulated
Other Comprehensive Loss
|
(27,814 | ) | (29,676 | ) | ||||
Shareholders'
Equity
|
1,845,092 | 1,450,652 | ||||||
Noncontrolling
Interests
|
216,505 | 204,031 | ||||||
Total Equity
|
2,061,597 | 1,654,683 | ||||||
Total
|
$ | 5,037,298 | $ | 5,114,212 | ||||
See
Notes to Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
(In
thousands)
|
||||||||
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
Income
|
$ | 92,501 | $ | 153,235 | ||||
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
115,291 | 120,133 | ||||||
Amortization of
deferred financing costs and debt discounts
|
8,741 | 9,899 | ||||||
Impairment
loss
|
35,889 | |||||||
Equity in
earnings of real estate joint ventures and partnerships,
net
|
(2,783 | ) | (15,537 | ) | ||||
Gain on
merchant development sales
|
(18,619 | ) | (8,240 | ) | ||||
Gain on sale of
property
|
(19,759 | ) | (54,084 | ) | ||||
Gain on
redemption of convertible senior unsecured notes
|
(25,311 | ) | ||||||
Distributions
of income from real estate joint ventures and
partnerships
|
1,954 | 2,419 | ||||||
Changes in
accrued rent and accounts receivable, net
|
11,200 | (4,829 | ) | |||||
Changes in
other assets, net
|
(3,620 | ) | (21,297 | ) | ||||
Changes in
accounts payable and accrued expenses
|
(14,403 | ) | (28,385 | ) | ||||
Other,
net
|
8,156 | 4,209 | ||||||
Net cash
provided by operating activities
|
189,237 | 157,523 | ||||||
Cash
Flows from Investing Activities:
|
||||||||
Investment in
property
|
(85,693 | ) | (229,807 | ) | ||||
Proceeds from
sale and disposition of property, net
|
121,407 | 190,388 | ||||||
Change
in restricted deposits and mortgage escrows
|
18,726 | 21,049 | ||||||
Notes
receivable from real estate joint ventures and partnerships and
other receivables:
|
||||||||
Advances
|
(92,293 | ) | (109,610 | ) | ||||
Collections
|
5,555 | 25,161 | ||||||
Real
estate joint ventures and partnerships:
|
||||||||
Investments
|
(3,594 | ) | (4,036 | ) | ||||
Distributions
of capital
|
12,701 | 16,298 | ||||||
Net cash used
in investing activities
|
(23,191 | ) | (90,557 | ) | ||||
Cash
Flows from Financing Activities:
|
||||||||
Proceeds from
issuance of:
|
||||||||
Debt
|
556,040 | 386,660 | ||||||
Common shares
of beneficial interest, net
|
439,097 | 2,786 | ||||||
Preferred
shares of beneficial interest, net
|
118,013 | |||||||
Repurchase of
preferred shares of beneficial interest, net
|
(195,824 | ) | ||||||
Principal
payments of debt
|
(971,700 | ) | (229,370 | ) | ||||
Common
and preferred dividends paid
|
(130,409 | ) | (159,649 | ) | ||||
Debt
issuance costs paid
|
(5,633 | ) | (958 | ) | ||||
Other,
net
|
(7,693 | ) | (1,177 | ) | ||||
Net cash used
in financing activities
|
(120,298 | ) | (79,519 | ) | ||||
Net
increase (decrease) in cash and cash equivalents
|
45,748 | (12,553 | ) | |||||
Cash
and cash equivalents at January 1
|
58,946 | 65,777 | ||||||
Cash
and cash equivalents at September 30
|
$ | 104,694 | $ | 53,224 | ||||
See
Notes to Condensed Consolidated Financial Statements.
|
Preferred
Shares of Beneficial Interest
|
Common
Shares of Beneficial Interest
|
Treasury
Shares of Beneficial Interest
|
Accumulated
Additional Paid-In Capital
|
Net
Income in Excess of Accumulated Dividends
|
Accumulated
Other Comprehensive Loss
|
Noncontrolling
Interests
|
Total
|
|||||||||||||||||||||||||
Balance,
January 1, 2008
|
$ | 8 | $ | 2,565 | $ | (41 | ) | $ | 1,485,496 | $ | 31,639 | $ | (15,475 | ) | $ | 96,885 | $ | 1,601,077 | ||||||||||||||
Net
income
|
146,267 | 6,968 | 153,235 | |||||||||||||||||||||||||||||
Issuance
of Series F preferred shares
|
2 | 116,415 | 1,540 | 117,957 | ||||||||||||||||||||||||||||
Redemption
of Series G preferred shares
|
(2 | ) | (193,548 | ) | (1,850 | ) | (195,400 | ) | ||||||||||||||||||||||||
Shares
issued in exchange for noncontrolling interests
|
368 | (368 | ) | - | ||||||||||||||||||||||||||||
Shares
issued under benefit plans
|
9 | 7,835 | 7,844 | |||||||||||||||||||||||||||||
Dividends
declared – common shares (1)
|
(132,267 | ) | (132,267 | ) | ||||||||||||||||||||||||||||
Dividends
declared – preferred shares (2)
|
(27,382 | ) | (27,382 | ) | ||||||||||||||||||||||||||||
Sale
of properties with noncontrolling interests
|
65,359 | 65,359 | ||||||||||||||||||||||||||||||
Treasury
shares cancelled (3)
|
(41 | ) | 41 | - | ||||||||||||||||||||||||||||
Distributions
to noncontrolling interests
|
(8,349 | ) | (8,349 | ) | ||||||||||||||||||||||||||||
Contributions
from noncontrolling interests
|
634 | 634 | ||||||||||||||||||||||||||||||
Other
comprehensive loss
|
(5,735 | ) | (5,735 | ) | ||||||||||||||||||||||||||||
Other,
net
|
(2,599 | ) | (2,599 | ) | ||||||||||||||||||||||||||||
Balance,
September 30, 2008
|
$ | 8 | $ | 2,533 | $ | - | $ | 1,416,566 | $ | 17,947 | $ | (21,210 | ) | $ | 158,530 | $ | 1,574,374 |
(1)
|
Common
dividends per share were $1.575 for the nine months ended September 30,
2008.
|
(2)
|
Series
D, E, F and G preferred dividends per share were $37.97, $130.31, $121.88
and $73.73, respectively, for the nine months ended September 30,
2008.
|
(3)
|
A
total of 1.4 million common shares of beneficial interest were purchased
in 2007 and subsequently retired on January 11,
2008.
|
Preferred
Shares of Beneficial Interest
|
Common
Shares of Beneficial Interest
|
Accumulated
Additional Paid-In Capital
|
Net
Income Less Than Accumulated Dividends
|
Accumulated
Other Comprehensive Loss
|
Noncontrolling
Interests
|
Total
|
||||||||||||||||||||||
Balance,
January 1, 2009
|
$ | 8 | $ | 2,625 | $ | 1,514,940 | $ | (37,245 | ) | $ | (29,676 | ) | $ | 204,031 | $ | 1,654,683 | ||||||||||||
Net
income
|
89,607 | 2,894 | 92,501 | |||||||||||||||||||||||||
Shares
issued in exchange for noncontrolling interests
|
6 | 6,394 | (6,400 | ) | - | |||||||||||||||||||||||
Issuance
of common shares
|
966 | 438,089 | 439,055 | |||||||||||||||||||||||||
Shares
issued under benefit plans
|
8 | 4,043 | 4,051 | |||||||||||||||||||||||||
Dividends
declared – common shares (1)
|
(105,770 | ) | (105,770 | ) | ||||||||||||||||||||||||
Dividends
declared – preferred shares (2)
|
(24,639 | ) | (24,639 | ) | ||||||||||||||||||||||||
Sale
of properties with noncontrolling interests
|
23,521 | 23,521 | ||||||||||||||||||||||||||
Distributions
to noncontrolling interests
|
(12,070 | ) | (12,070 | ) | ||||||||||||||||||||||||
Contributions
from noncontrolling interests
|
4,518 | 4,518 | ||||||||||||||||||||||||||
Purchase
and cancellation of convertible senior unsecured notes
|
(16,110 | ) | (16,110 | ) | ||||||||||||||||||||||||
Other
comprehensive income
|
1,862 | 1,862 | ||||||||||||||||||||||||||
Other,
net
|
1,952 | (1,968 | ) | 11 | (5 | ) | ||||||||||||||||||||||
Balance,
September 30, 2009
|
$ | 8 | $ | 3,605 | $ | 1,949,308 | $ | (80,015 | ) | $ | (27,814 | ) | $ | 216,505 | $ | 2,061,597 |
(1)
|
Common
dividends per share were $1.025 for the nine months ended September 30,
2009.
|
(2)
|
Series
D, E and F preferred dividends per share were $37.97, $130.31 and $121.88,
respectively, for the nine months ended September 30,
2009.
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net
(loss) income attributable to common shareholders – basic and
diluted
|
$ | (9,384 | ) | $ | 26,936 | $ | 63,000 | $ | 118,575 | |||||||
Denominator:
|
||||||||||||||||
Weighted
average shares outstanding – basic
|
119,384 | 83,795 | 106,186 | 83,739 | ||||||||||||
Effect
of dilutive securities:
|
||||||||||||||||
Share
options and awards
|
521 | 559 | 549 | |||||||||||||
Operating
partnership units
|
||||||||||||||||
Weighted
average shares outstanding – diluted
|
119,384 | 84,316 | 106,745 | 84,288 |
Income
Statement Classification
|
Gain
(Loss) on Swaps
|
Gain
(Loss) on Borrowings
|
||||||
Three
Months Ended September 30, 2009:
|
||||||||
Interest
expense, net
|
$ | 150 | $ | (150 | ) | |||
Nine
Months Ended September 30, 2009:
|
||||||||
Interest
expense, net
|
$ | (1,670 | ) | $ | 1,670 |
Derivatives
Hedging Relationships
|
Location
of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into
Income
|
Amount
of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into
Income (Effective Portion)
|
Location
of Gain (Loss) Recognized in Income on Derivative
|
Amount
of Gain (Loss) Recognized in Income on Derivative
|
|||||||
Three
Months Ended September 30, 2009:
|
|||||||||||
Cash
Flow Interest Rate Contracts
|
Interest
expense, net
|
$ | (620 | ) | |||||||
Fair
Value Interest Rate Contracts
|
Interest
expense, net
|
$ | 150 | ||||||||
Nine Months
Ended September 30, 2009:
|
|||||||||||
Cash
Flow Interest Rate Contracts
|
Interest
expense, net
|
$ | (1,862 | ) | |||||||
Fair
Value Interest Rate Contracts
|
Interest
expense, net
|
$ | (1,670 | ) |
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Debt
payable to 2030 at 4.5% to 8.8%
|
$ | 2,502,032 | $ | 2,732,574 | ||||
Unsecured
notes payable under revolving credit agreements
|
190,000 | 383,000 | ||||||
Obligations
under capital leases
|
29,725 | 29,725 | ||||||
Industrial
revenue bonds payable to 2015 at 0.5% to 2.4%
|
3,131 | 3,337 | ||||||
Total
|
$ | 2,724,888 | $ | 3,148,636 |
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
As
to interest rate (including the effects of interest rate
swaps):
|
||||||||
Fixed-rate
debt
|
$ | 2,465,988 | $ | 2,699,609 | ||||
Variable-rate
debt
|
258,900 | 449,027 | ||||||
Total
|
$ | 2,724,888 | $ | 3,148,636 | ||||
As
to collateralization:
|
||||||||
Unsecured
debt
|
$ | 1,503,897 | $ | 2,116,491 | ||||
Secured
debt
|
1,220,991 | 1,032,145 | ||||||
Total
|
$ | 2,724,888 | $ | 3,148,636 |
2009
remaining
|
$ | 13,986 | ||
2010
|
115,934 | |||
2011
|
219,832 | |||
2012
|
342,592 | |||
2013
|
417,797 | |||
2014
|
384,475 | |||
2015
|
253,992 | |||
2016
|
215,850 | |||
2017
|
119,005 | |||
2018
|
55,040 | |||
Thereafter
|
357,932 | |||
Total
|
$ | 2,496,435 |
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Land
|
$ | 932,742 | $ | 964,982 | ||||
Land
held for development
|
155,116 | 118,078 | ||||||
Land
under development
|
33,606 | 101,587 | ||||||
Buildings
and improvements
|
3,529,669 | 3,488,385 | ||||||
Construction
in-progress
|
155,528 | 242,440 | ||||||
Total
|
$ | 4,806,661 | $ | 4,915,472 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Interest
|
$ | 1,435 | $ | 5,236 | $ | 7,454 | $ | 15,376 | ||||||||
Ad
valorem taxes
|
202 | 627 | 1,190 | 2,032 | ||||||||||||
Total
|
$ | 1,637 | $ | 5,863 | $ | 8,644 | $ | 17,408 |
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Combined
Condensed Balance Sheets
|
||||||||
Property
|
$ | 1,970,181 | $ | 1,951,771 | ||||
Accumulated
depreciation
|
(160,541 | ) | (129,227 | ) | ||||
Property,
net
|
1,809,640 | 1,822,544 | ||||||
Other
assets, net
|
234,844 | 256,688 | ||||||
Total
|
$ | 2,044,484 | $ | 2,079,232 | ||||
Debt,
net (primarily mortgage payables)
|
$ | 438,128 | $ | 472,486 | ||||
Amounts
payable to Weingarten Realty Investors
|
337,956 | 248,969 | ||||||
Other
liabilities, net
|
92,216 | 149,265 | ||||||
Total
|
868,300 | 870,720 | ||||||
Accumulated
equity
|
1,176,184 | 1,208,512 | ||||||
Total
|
$ | 2,044,484 | $ | 2,079,232 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Combined
Condensed Statements of Income
|
||||||||||||||||
Revenues,
net
|
$ | 42,237 | $ | 39,021 | $ | 128,261 | $ | 117,344 | ||||||||
Expenses:
|
||||||||||||||||
Depreciation
and amortization
|
14,204 | 10,868 | 40,702 | 30,099 | ||||||||||||
Interest,
net
|
7,871 | 5,491 | 22,470 | 14,808 | ||||||||||||
Operating
|
8,507 | 6,218 | 23,612 | 19,146 | ||||||||||||
Ad
valorem taxes, net
|
5,084 | 4,480 | 15,915 | 13,834 | ||||||||||||
General
and administrative
|
1,581 | 809 | 4,144 | 1,786 | ||||||||||||
Impairment
loss
|
6,923 | 6,923 | ||||||||||||||
Total
|
44,170 | 27,866 | 113,766 | 79,673 | ||||||||||||
Gain
on merchant development sales
|
443 | 933 | ||||||||||||||
Gain
(loss) on sale of property
|
(3 | ) | 11 | 35 | ||||||||||||
Net
(loss) income
|
$ | (1,933 | ) | $ | 11,595 | $ | 14,506 | $ | 38,639 |
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Deferred
tax assets:
|
||||||||
Impairment
loss
|
$ | 13,945 | $ | 9,936 | ||||
Allowance
on other assets
|
1,428 | 1,363 | ||||||
Interest
expense
|
2,210 | 861 | ||||||
Other
|
378 | 174 | ||||||
Total
deferred tax assets
|
17,961 | 12,334 | ||||||
Valuation
allowance
|
(9,605 | ) | ||||||
Total
deferred tax assets, net of allowance
|
$ | 8,356 | $ | 12,334 | ||||
Deferred
tax liabilities:
|
||||||||
Straight-line
rentals
|
$ | 464 | $ | 152 | ||||
Book-tax
basis differential
|
3,634 | |||||||
Total
deferred tax liabilities
|
$ | 4,098 | $ | 152 | ||||
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Identified
Intangible Assets:
|
||||||||
Above-Market
Leases (included in Other Assets, net)
|
$ | 17,782 | $ | 17,921 | ||||
Above-Market
Leases – Accumulated Amortization
|
(11,203 | ) | (9,771 | ) | ||||
Below-Market
Assumed Mortgages (included in Debt, net)
|
2,072 | 2,072 | ||||||
Below-Market
Assumed Mortgages – Accumulated Amortization
|
(735 | ) | (525 | ) | ||||
Valuation
of In Place Leases (included in Unamortized Debt and Lease Costs,
net)
|
60,916 | 64,027 | ||||||
Valuation
of In Place Leases – Accumulated Amortization
|
(32,703 | ) | (29,104 | ) | ||||
$ | 36,129 | $ | 44,620 | |||||
Identified
Intangible Liabilities:
|
||||||||
Below-Market
Leases (included in Other Liabilities, net)
|
$ | 38,494 | $ | 38,712 | ||||
Below-Market
Leases – Accumulated Amortization
|
(21,641 | ) | (18,265 | ) | ||||
Above-Market
Assumed Mortgages (included in Debt, net)
|
53,895 | 53,895 | ||||||
Above-Market
Assumed Mortgages – Accumulated Amortization
|
(31,783 | ) | (28,284 | ) | ||||
$ | 38,965 | $ | 46,058 |
2009
remaining
|
$ | 729 | ||
2010
|
1,858 | |||
2011
|
1,361 | |||
2012
|
1,113 | |||
2013
|
966 |
2009
remaining
|
$ | 1,591 | ||
2010
|
5,666 | |||
2011
|
4,416 | |||
2012
|
3,543 | |||
2013
|
2,741 |
2009
remaining
|
$ | 1,048 | ||
2010
|
3,713 | |||
2011
|
2,416 | |||
2012
|
1,242 | |||
2013
|
798 |
Quoted
Prices in Active Markets for Identical Assets and Liabilities
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
Fair
Value at
September
30, 2009
|
||||||||||
Assets:
|
|||||||||||||
Derivative
instruments
|
$ | 3,206 | $ | 3,206 | |||||||||
Investments
held in grantor trusts
|
$ | 13,284 | 13,284 | ||||||||||
Total
|
$ | 13,284 | $ | 3,206 |
-
|
$ | 16,490 |
Quoted
Prices in Active Markets for Identical Assets and Liabilities
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
Fair
Value at
December
31, 2008
|
||||||||||
Assets:
|
|||||||||||||
Derivative
instruments
|
$ | 4,625 | $ | 4,625 | |||||||||
Investments
held in grantor trusts
|
$ | 25,595 | 25,595 | ||||||||||
Total
|
$ | 25,595 | $ | 4,625 | - | $ | 30,220 |
Quoted
Prices in Active Markets for Identical Assets and Liabilities
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
Fair
Value at September 30, 2009
|
Total
Gains (Losses)
|
||||||||||||||||
Property
|
$ | 97,991 | $ | 97,991 | $ | (32,774 | ) | |||||||||||||
Property
Held for Sale
|
$ | 22,200 | 22,200 | (2,379 | ) | |||||||||||||||
Total
|
- | $ | 22,200 | $ | 97,991 | $ | 120,191 | $ | (35,153 | ) |
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Fair
value per share
|
$ | 1.99 | $ | 3.07 | ||||
Dividend
yield
|
5.2 | % | 5.1 | % | ||||
Expected
volatility
|
31.3 | % | 18.8 | % | ||||
Expected
life (in years)
|
6.2 | 6.2 | ||||||
Risk-free
interest rate
|
1.7 | % | 2.8 | % |
Weighted
|
||||||||
Shares
|
Average
|
|||||||
Under
|
Exercise
|
|||||||
Option
|
Price
|
|||||||
Outstanding,
January 1, 2009
|
3,317,655 | $ | 32.96 | |||||
Granted
|
1,182,252 | 11.85 | ||||||
Forfeited
or expired
|
(45,456 | ) | 24.57 | |||||
Outstanding,
September 30, 2009
|
4,454,451 | $ | 27.45 |
Outstanding
|
Exercisable
|
|||||||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||||||||
Average
|
Weighted
|
Aggregate
|
Weighted
|
Average
|
Aggregate
|
|||||||||||||||||||||||
Remaining
|
Average
|
Intrinsic
|
Average
|
Remaining
|
Intrinsic
|
|||||||||||||||||||||||
Range
of
|
Contractual
|
Exercise
|
Value
|
Exercise
|
Contractual
|
Value
|
||||||||||||||||||||||
Exercise
Prices
|
Number
|
Life
|
Price
|
(000’s) |
Number
|
Price
|
Life
|
(000’s) | ||||||||||||||||||||
$ | 11.85 - $17.78 | 1,160,530 |
9.4
years
|
$ | 11.85 | |||||||||||||||||||||||
$ | 17.79 - $26.69 | 882,917 |
2.3
years
|
$ | 22.11 | 822,163 | $ | 21.93 |
2.2
years
|
|||||||||||||||||||
$ | 26.70 - $40.05 | 1,926,968 |
6.5
years
|
$ | 34.25 | 1,125,342 | $ | 34.67 |
5.6
years
|
|||||||||||||||||||
$ | 40.06 - $49.62 | 484,036 |
7.2
years
|
$ | 47.46 | 211,367 | $ | 47.47 |
7.2
years
|
|||||||||||||||||||
Total
|
4,454,451 |
6.5
years
|
$ | 27.45 | $ | - | 2,158,872 | $ | 31.07 |
4.5
years
|
$ | - |
Unvested
|
||||||||
Restricted
|
Weighted
|
|||||||
Share
|
Average
Grant
|
|||||||
Awards
|
Date
Fair Value
|
|||||||
Outstanding,
January 1, 2009
|
167,402 | $ | 36.54 | |||||
Granted
|
288,979 | 12.20 | ||||||
Vested
|
(56,212 | ) | 20.94 | |||||
Forfeited
|
(5,388 | ) | 19.52 | |||||
Outstanding,
September 30, 2009
|
394,781 | $ | 21.18 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Service
cost
|
$ | 935 | $ | 638 | $ | 2,690 | $ | 2,176 | ||||||||
Interest
cost
|
796 | 730 | 2,219 | 2,425 | ||||||||||||
Expected
return on plan assets
|
(331 | ) | (469 | ) | (860 | ) | (1,420 | ) | ||||||||
Prior
service cost
|
(33 | ) | (30 | ) | (86 | ) | (91 | ) | ||||||||
Recognized
loss (gain)
|
286 | (33 | ) | 743 | (95 | ) | ||||||||||
Total
|
$ | 1,653 | $ | 836 | $ | 4,706 | $ | 2,995 |
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Net
income adjusted for noncontrolling interests
|
$ | 89,607 | $ | 146,267 | ||||
Transfers
from the noncontrolling interests:
|
||||||||
Increase
in equity for operating partnership units
|
6,400 | 368 | ||||||
Change
from net income adjusted for noncontrolling interests and transfers from
the noncontrolling interests
|
$ | 96,007 | $ | 146,635 |
Shopping
|
||||||||||||||||
Center
|
Industrial
|
Other
|
Total
|
|||||||||||||
Three
Months Ended September 30, 2009:
|
||||||||||||||||
Revenues
|
$ | 129,155 | $ | 13,619 | $ | 1,770 | $ | 144,544 | ||||||||
Net
Operating Income (Loss)
|
91,490 | 9,162 | (116 | ) | 100,536 | |||||||||||
Equity
in (Loss) Earnings of Real Estate Joint Ventures and Partnerships,
net
|
(4,963 | ) | 312 | (112 | ) | (4,763 | ) | |||||||||
Three
Months Ended September 30, 2008:
|
||||||||||||||||
Revenues
|
$ | 137,202 | $ | 14,611 | $ | 2,154 | $ | 153,967 | ||||||||
Net
Operating Income
|
97,281 | 10,358 | 316 | 107,955 | ||||||||||||
Equity
in (Loss) Earnings of Real Estate Joint Ventures and Partnerships,
net
|
4,981 | 265 | (95 | ) | 5,151 | |||||||||||
Nine
Months Ended September 30, 2009:
|
||||||||||||||||
Revenues
|
$ | 387,189 | $ | 41,711 | $ | 5,527 | $ | 434,427 | ||||||||
Net
Operating Income
|
274,089 | 28,962 | 350 | 303,401 | ||||||||||||
Equity
in (Loss) Earnings of Real Estate Joint Ventures and Partnerships,
net
|
2,188 | 774 | (179 | ) | 2,783 | |||||||||||
Nine
Months Ended September 30, 2008:
|
||||||||||||||||
Revenues
|
$ | 402,860 | $ | 42,236 | $ | 6,502 | $ | 451,598 | ||||||||
Net
Operating Income
|
287,740 | 29,967 | 2,120 | 319,827 | ||||||||||||
Equity
in (Loss) Earnings of Real Estate Joint Ventures and Partnerships,
net
|
14,670 | 971 | (104 | ) | 15,537 | |||||||||||
As
of September 30, 2009:
|
||||||||||||||||
Investment in
Real Estate Joint Ventures and Partnerships, net
|
$ | 272,860 | $ | 38,493 | $ | - | $ | 311,353 | ||||||||
Total
Assets
|
3,598,283 | 362,704 | 1,076,311 | 5,037,298 | ||||||||||||
As
of December 31, 2008:
|
||||||||||||||||
Investment in
Real Estate Joint Ventures and Partnerships, net
|
$ | 318,003 | $ | 39,631 | $ | - | $ | 357,634 | ||||||||
Total
Assets
|
3,747,037 | 348,691 | 1,018,484 | 5,114,212 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Total
Segment Net Operating Income
|
$ | 100,536 | $ | 107,955 | $ | 303,401 | $ | 319,827 | ||||||||
Depreciation
and Amortization
|
(37,159 | ) | (35,368 | ) | (112,836 | ) | (115,281 | ) | ||||||||
Impairment
Loss
|
(32,774 | ) | (32,774 | ) | ||||||||||||
General
and Administrative
|
(6,178 | ) | (5,816 | ) | (19,198 | ) | (19,774 | ) | ||||||||
Interest
Expense, net
|
(36,431 | ) | (40,878 | ) | (115,247 | ) | (118,724 | ) | ||||||||
Interest and
Other Income, net
|
3,596 | 1,171 | 8,504 | 3,919 | ||||||||||||
Gain on
Redemption of Convertible Senior Unsecured
Notes
|
16,453 | 25,311 | ||||||||||||||
Equity
in (Loss) Earnings of Real Estate Joint Ventures and
Partnerships, net
|
(4,763 | ) | 5,151 | 2,783 | 15,537 | |||||||||||
Gain on
Merchant Development Sales
|
491 | 1,418 | 18,619 | 8,240 | ||||||||||||
Provision for
Income Taxes
|
(4,364 | ) | (701 | ) | (7,071 | ) | (2,991 | ) | ||||||||
(Loss)
Income from Continuing Operations
|
$ | (593 | ) | $ | 32,932 | $ | 71,492 | $ | 90,753 |
|
·
|
We
issued 32.2 million common shares of beneficial interest (“common shares”)
resulting in additional liquidity of $439.1 million. These
proceeds were used to fund the repurchases through July 2009 of $504.9
million principal of unsecured fixed rate medium term notes, 7% senior
unsecured notes and 3.95% convertible senior unsecured notes,
significantly reducing our debt maturities for the years 2009 through
2011. Although our 3.95% convertible senior unsecured notes do
not mature until 2026, we believe market conditions make it highly
probable they will be put back to us in
2011.
|
|
·
|
We
issued $267.6 million of secured debt, including $26.6 million subsequent
to September 30, 2009.
|
|
·
|
We
issued $100.0 million of unsecured notes
payable.
|
|
·
|
We
entered into a joint venture to which we have or will contribute six
properties valued at $160.8 million and to date have received net proceeds
of approximately $85.9 million.
|
|
·
|
We
have sold operating and merchant build properties for approximately
$193.1 million.
|
September
30,
|
||||||||
2009
|
2008
|
|||||||
Shopping
Centers
|
92.1 | % | 94.5 | % | ||||
Industrial
|
88.0 | % | 91.4 | % | ||||
Total
|
91.1 | % | 93.7 | % |
Three
Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Gross
interest expense
|
$ | 38,312 | $ | 45,141 | ||||
Amortization
of convertible bond discount
|
538 | 2,162 | ||||||
Over-market
mortgage adjustment of acquired properties
|
(984 | ) | (1,189 | ) | ||||
Capitalized
interest
|
(1,435 | ) | (5,236 | ) | ||||
Total
|
$ | 36,431 | $ | 40,878 |
September
30,
|
||||||||
2009
|
2008
|
|||||||
Shopping
Centers
|
92.1 | % | 94.5 | % | ||||
Industrial
|
88.0 | % | 91.4 | % | ||||
Total
|
91.1 | % | 93.7 | % |
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Gross
interest expense
|
$ | 121,364 | $ | 132,026 | ||||
Amortization
of convertible bond discount
|
4,426 | 6,386 | ||||||
Over-market
mortgage adjustment of acquired properties
|
(3,089 | ) | (4,312 | ) | ||||
Capitalized
interest
|
(7,454 | ) | (15,376 | ) | ||||
Total
|
$ | 115,247 | $ | 118,724 |
Remaining
2009
|
$ | 1.6 | ||
2010
|
47.6 | |||
2011
|
17.5 | |||
2012
|
19.3 | |||
2013
|
47.9 | |||
2014
|
50.7 | |||
Thereafter
|
177.8 |
Covenant
|
Restriction
|
Actual
|
||
Debt
to Asset Ratio
|
Less
than 60.0%
|
46.3%
|
||
Secured
Debt to Asset Ratio
|
Less
than 30.0%
|
21.3%
|
||
Fixed
Charge Ratio
|
Greater
than 1.5
|
1.94
|
||
Unencumbered
Interest Ratio
|
Greater
than 2.0
|
3.01
|
Remaining
|
||||||||||||||||||||||||||||
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
Total
|
||||||||||||||||||||||
Mortgages
and Notes Payable:
(1)
|
||||||||||||||||||||||||||||
Unsecured
Debt
|
$ | 24,446 | $ | 308,207 | $ | 195,371 | $ | 255,945 | $ | 222,398 | $ | 937,833 | $ | 1,944,200 | ||||||||||||||
Secured
Debt
|
31,271 | 146,071 | 160,419 | 203,239 | 192,647 | 874,900 | 1,608,547 | |||||||||||||||||||||
Ground
Lease Payments
|
892 | 3,528 | 3,439 | 3,251 | 3,222 | 129,400 | 143,732 | |||||||||||||||||||||
Other
Obligations (2)
|
37,870 | 33,546 | 71,416 | |||||||||||||||||||||||||
Total
Contractual Obligations
|
$ | 94,479 | $ | 491,352 | $ | 359,229 | $ | 462,435 | $ | 418,267 | $ | 1,942,133 | $ | 3,767,895 |
|
(1)
|
Includes
principal and interest with interest on variable-rate debt calculated
using rates at September 30, 2009 excluding the effect of interest rate
swaps, as they are currently in a net receivable
position.
|
|
(2)
|
Other
obligations include only 2009 income and ad valorem tax payments,
contributions to our retirement plan and other employee
payments. Severance and change in control agreements have not
been included as the amounts and payouts are not
anticipated.
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
(loss) income attributable to common shareholders
|
$ | (9,384 | ) | $ | 26,936 | $ | 63,000 | $ | 118,575 | |||||||
Depreciation
and amortization
|
35,646 | 34,282 | 109,446 | 114,535 | ||||||||||||
Depreciation
and amortization of unconsolidated real estate joint ventures and
partnerships
|
4,850 | 3,137 | 13,415 | 8,698 | ||||||||||||
Gain
on sale of property
|
(1,383 | ) | (4,470 | ) | (19,736 | ) | (53,437 | ) | ||||||||
(Gain)
loss on sale of property of unconsolidated real estate joint
ventures and partnerships
|
2 | (4 | ) | (12 | ) | |||||||||||
Funds
from operations
|
29,729 | 59,887 | 166,121 | 188,359 | ||||||||||||
Funds
from operations attributable to operating partnership
units
|
||||||||||||||||
Funds
from operations assuming conversion of OP units
|
$ | 29,729 | $ | 59,887 | $ | 166,121 | $ | 188,359 | ||||||||
Weighted
average shares outstanding - basic
|
119,384 | 83,795 | 106,186 | 83,739 | ||||||||||||
Effect
of dilutive securities:
|
||||||||||||||||
Share
options and awards
|
521 | 559 | 549 | |||||||||||||
Operating
partnership units
|
||||||||||||||||
Weighted
average shares outstanding - diluted
|
119,384 | 84,316 | 106,745 | 84,288 |
|
§
|
The
time remaining to the maturity of the
notes;
|
|
§
|
Their
subordination to our existing and future
liabilities;
|
|
§
|
The
outstanding principal amount of the notes;
and
|
|
§
|
The
level, direction and volatility of market interest rates
generally.
|
|
§
|
Actual
or anticipated quarterly fluctuations in our operating results and
financial condition;
|
|
§
|
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
ability of our tenants to pay rent to us and meet their other obligations
to us under current lease;
|
|
§
|
Our
ability to re-lease space as leases
expire;
|
|
§
|
Our
ability to refinance our indebtedness as it
matures;
|
|
§
|
Any
changes in our distribution policy;
|
|
§
|
Any
future issuances of equity
securities;
|
|
§
|
Speculation
in the press or investment
community;
|
|
§
|
Strategic
actions by us or our competitors, such as acquisitions or
restructurings;
|
|
§
|
General
market conditions and, in particular, developments related to market
conditions for the real estate industry;
and
|
|
§
|
Domestic
and international economic factors unrelated to our
performance.
|
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).
|
3.8
|
—
|
Amendment
of Bylaws-Direct Registration System, Section 7.2(a) dated May 3, 2007
(filed as Exhibit 3.8 to WRI’s Form 10-Q for the quarter ended June 30,
2007 and incorporated herein by reference).
|
4.1
|
—
|
Form
of Indenture between Weingarten Realty Investors and The Bank of New York
Mellon Trust Company, N.A. (successor in interest to JPMorgan Chase Bank,
National Association, formerly Texas Commerce Bank National Association,
between WRI and Chase Bank of Texas, National Association (filed as
Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No. 33-57659)
dated February 10, 1995 and incorporated herein by
reference).
|
4.2
|
—
|
Form
of Indenture between Weingarten Realty Investors and The Bank of New York
Mellon Trust Company, N.A. (successor in interest to JPMorgan Chase Bank,
National Association, formerly Texas Commerce Bank National Association,
between WRI and Chase Bank of Texas, 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
|
—
|
Statement
of Designation of 6.50% Series F Cumulative Redeemable Preferred Shares
(filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated
January 29, 2007 and incorporated herein by reference).
|
4.10
|
—
|
6.75%
Series D Cumulative Redeemable Preferred Share Certificate (filed as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated April 17,
2003 and incorporated herein by
reference).
|
4.11
|
—
|
6.95%
Series E Cumulative Redeemable Preferred Share Certificate (filed as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated July 8, 2004
and incorporated herein by reference).
|
||
4.12
|
—
|
6.50%
Series F Cumulative Redeemable Preferred Share Certificate (filed as
Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated January 29,
2007 and incorporated herein by reference).
|
||
4.13
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/30 of a share of
6.75% Series D Cumulative Redeemable Preferred Shares, par value $.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated April 17, 2003 and incorporated herein by
reference).
|
||
4.14
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/100 of a share of
6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated July 8, 2004 and incorporated herein by reference).
|
||
4.15
|
—
|
Form
of Receipt for Depositary Shares, each representing 1/100 of a share of
6.50% Series F Cumulative Redeemable Preferred Shares, par value $.03 per
share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A
dated January 29, 2007 and incorporated herein by
reference).
|
||
4.16
|
—
|
Form
of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI’s Annual Report on Form
10-K for the year ended December 31, 2001 and incorporated herein by
reference).
|
||
4.17
|
—
|
Form
of 3.95% Convertible Senior Notes due 2026 (filed as Exhibit 4.2 to WRI’s
Form 8-K on August 2, 2006 and incorporated herein by
reference).
|
||
4.18
|
Form
of 8.10% Note due 2019 (filed as Exhibit 4.1 to WRI’s Current Report on
Form 8-K dated August 14, 2009 and incorporated herein by
reference).
|
|||
10.1†
|
—
|
The
1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI’s
Registration Statement on Form S-8 (No. 33-52473) and incorporated herein
by reference).
|
||
10.2†
|
—
|
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).
|
||
10.3†
|
—
|
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).
|
||
10.4
|
—
|
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).
|
||
10.5†
|
—
|
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).
|
||
10.6†
|
—
|
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).
|
||
10.7†
|
—
|
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).
|
||
10.8†
|
—
|
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).
|
||
10.9†
|
—
|
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).
|
||
10.10†
|
—
|
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).
|
||
10.11†
|
—
|
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).
|
10.12†
|
—
|
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).
|
10.13†
|
—
|
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).
|
10.14†
|
—
|
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).
|
10.15†
|
—
|
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).
|
10.16†
|
—
|
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).
|
10.17†
|
—
|
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).
|
10.18†
|
—
|
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).
|
10.19†
|
—
|
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).
|
10.20†
|
—
|
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).
|
10.21†
|
—
|
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).
|
10.22†
|
—
|
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).
|
10.23†
|
—
|
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).
|
10.24†
|
—
|
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).
|
10.25†
|
—
|
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).
|
10.26†
|
—
|
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).
|
10.27
|
—
|
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 herein by
reference).
|
10.28
|
—
|
Amendment
Agreement dated November 7, 2007 to the Amended and Restated Credit
Agreement (filed as Exhibit 10.34 on WRI’s Form 10-Q for the quarter ended
September 30, 2007 and incorporated herein by
reference).
|
10.29†
|
—
|
Fifth
Amendment to the Weingarten Realty Investors Deferred Compensation Plan
(filed as Exhibit 10.34 to WRI’s Form 10-Q for quarter ended June 30, 2006
and incorporated herein by
reference).
|
10.30†
|
—
|
Restatement
of the Weingarten Realty Investors Supplemental Executive Retirement Plan
dated August 4, 2006 (filed as Exhibit 10.35 to WRI’s Form 10-Q for the
quarter ended September 30, 2006 and incorporated herein by
reference).
|
10.31†
|
—
|
Restatement
of the Weingarten Realty Investors Deferred Compensation Plan dated August
4, 2006 (filed as Exhibit 10.36 to WRI’s Form 10-Q for the quarter ended
September 30, 2006 and incorporated herein by
reference).
|
10.32†
|
—
|
Restatement
of the Weingarten Realty Investors Retirement Benefit Restoration Plan
dated August 4, 2006 (filed as Exhibit 10.37 to WRI’s Form 10-Q for the
quarter ended September 30, 2006 and incorporated herein by
reference).
|
10.33†
|
—
|
Amendment
No. 1 to the Weingarten Realty Investors Supplemental Executive Retirement
Plan dated December 15, 2006 (filed as Exhibit 10.38 on WRI’s Form 10-K
for the year ended December 31, 2006 and incorporated herein by
reference).
|
10.34†
|
—
|
Amendment
No. 1 to the Weingarten Realty Investors Retirement Benefit Restoration
Plan dated December 15, 2006 (filed as Exhibit 10.39 on WRI’s Form 10-K
for the year ended December 31, 2006 and incorporated herein by
reference).
|
10.35†
|
—
|
Amendment
No. 1 to the Weingarten Realty Investors Deferred Compensation Plan dated
December 15, 2006 (filed as Exhibit 10.40 on WRI’s Form 10-K for the year
ended December 31, 2006 and incorporated herein by
reference).
|
10.36†
|
—
|
Amendment
No. 2 to the Weingarten Realty Investors Retirement Benefit Restoration
Plan dated November 9, 2007 (filed as Exhibit 10.43 on WRI’s Form 10-K for
the year ended December 31, 2007 and incorporated herein by
reference).
|
10.37†
|
—
|
Amendment
No. 2 to the Weingarten Realty Investors Deferred Compensation Plan dated
November 9, 2007 (filed as Exhibit 10.44 on WRI’s Form 10-K for the year
ended December 31, 2007 and incorporated herein by
reference).
|
10.38†
|
—
|
Amendment
No. 2 to the Weingarten Realty Investors Supplemental Executive Retirement
Plan dated November 9, 2007 (filed as Exhibit 10.45 on WRI’s Form 10-K for
the year ended December 31, 2007 and incorporated herein by
reference).
|
10.39†
|
—
|
Severance
Benefit and Stay Pay Bonus Plan dated September 20, 2007 (filed as Exhibit
10.46 on WRI’s Form 10-K for the year ended December 31, 2007 and
incorporated herein by reference).
|
10.40†
|
—
|
2007
Reduction in Force Severance Pay Plan dated November 6, 2007 (filed as
Exhibit 10.47 on WRI’s Form 10-K for the year ended December 31, 2007 and
incorporated herein by reference).
|
10.41†
|
—
|
Fifth
Amendment to the Weingarten Realty Retirement Plan, dated August 1, 2008
(filed as Exhibit 10.48 on WRI’s Form 10-Q for the quarter ended September
30, 2008 and incorporated herein by reference).
|
10.42†
|
—
|
Amendment
No. 3 to the Weingarten Realty Investors Retirement Benefit Restoration
Plan dated November 17, 2008 (filed as Exhibit 10.1 on WRI’s Form 8-K on
December 4, 2008 and incorporated herein by reference).
|
10.43†
|
—
|
Amendment
No. 3 to the Weingarten Realty Investors Deferred Compensation Plan dated
November 17, 2008 (filed as Exhibit 10.2 on WRI’s Form 8-K on December 4,
2008 and incorporated herein by reference).
|
10.44†
|
—
|
Amendment
No. 3 to the Weingarten Realty Investors Supplemental Executive Retirement
Plan dated November 17, 2008 (filed as Exhibit 10.3 on WRI’s Form 8-K on
December 4, 2008 and incorporated herein by reference).
|
10.45†
|
—
|
Amendment
No. 1 to the Weingarten Realty Investors 2001 Long Term Incentive Plan
dated November 17, 2008 (filed as Exhibit 10.4 on WRI’s Form 8-K on
December 4, 2008 and incorporated herein by reference).
|
10.46†
|
—
|
Severance
and Change to Control Agreement for Johnny Hendrix dated November 11, 1998
(filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended December 31,
2008 and incorporated herein by reference).
|
10.47†
|
—
|
Severance
and Change to Control Agreement for Steven C. Richter dated November 11,
1998 (filed as Exhibit 10.54 on WRI’s Form 10-K for the year ended
December 31, 2008 and incorporated herein by
reference).
|
10.48†
|
—
|
Amendment
No. 1 to Severance and Change to Control Agreement for Johnny Hendrix
dated December 20, 2008 (filed as Exhibit 10.54 on WRI’s Form 10-K for the
year ended December 31, 2008 and incorporated herein by
reference).
|
10.49†
|
—
|
Amendment
No. 1 to Severance and Change to Control Agreement for Steven Richter
dated December 31, 2008 (filed as Exhibit 10.54 on WRI’s Form 10-K for the
year ended December 31, 2008 and incorporated herein by
reference).
|
10.50†
|
Promissory
Note with Reliance Trust Company, Trustee of the Trust under the
Weingarten Realty Investors Deferred Compensation Plan, Supplemental
Executive Retirement Plan and Retirement Benefit Restoration Plan dated
March 12, 2009 (filed as Exhibit 10.57 on WRI’s Form 10-Q for the quarter
ended March 31, 2009 and incorporated herein by
reference).
|
|
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.
|