10-K/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________ COMMISSION FILE NUMBER 1-9876 WEINGARTEN REALTY INVESTORS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TEXAS 74-1464203 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2600 Citadel Plaza Drive P.O. Box 924133 Houston, Texas 77292-4133 (Address of principal executive offices) (Zip Code) (713) 866-6000 (Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act. Title of Each Class Name of each exchange on which registered ----------------------------------------------------------------- ------------------------------------------ Common Shares of Beneficial Interest, $0.03 par value New York Stock Exchange Series A Cumulative Redeemable Preferred Shares, $0.03 par value New York Stock Exchange Series C Cumulative Redeemable Preferred Shares, $0.03 par value New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. [X] The aggregate market value of the common shares held by non-affiliates (based upon the closing sale price on the New York Stock Exchange) on February 23, 2001 was approximately $1,303,669,277. As of February 23, 2001 there were 31,444,025 common shares of beneficial interest, $.03 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held April 20, 2001 are incorporated by reference in Part III. Exhibit Index beginning on Page 44 TABLE OF CONTENTS ITEM NO. PAGE NO. -------- -------- PART I 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . 17 4. Submission of Matters to a Vote of Shareholders . . . . . . . . . . . 17 Executive Officers of the Registrant. . . . . . . . . . . . . . . . . 18 PART II 5. Market for Registrant's Common Shares of Beneficial Interest and Related Shareholder Matters. . . . . . . . . . . . . . . 19 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . 20 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . 23 7A. Quantitative and Qualitative Disclosures About Market Risk. . . . . . 27 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . 28 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . 48 PART III 10. Trust Managers and Executive Officers of the Registrant . . . . . . . 49 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . 49 12. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 13. Certain Relationships and Related Transactions. . . . . . . . . . . . 49 PART IV 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . 49 PART I ITEM 1. BUSINESS General. Weingarten Realty Investors, an unincorporated trust organized under the Texas Real Estate Investment Trust Act, and its predecessor entity began the ownership and development of shopping centers and other commercial real estate in 1948. WRI is self-advised and self-managed. As of December 31, 2000, we owned or operated under long-term leases interests in 254 developed income-producing real estate projects. We owned 197 shopping centers located in the Houston metropolitan area and in other parts of Texas and in Louisiana, Arizona, Nevada, Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri, Illinois, Florida and Maine. We also owned 55 industrial projects located in Tennessee, Nevada and Houston, Austin and Dallas, Texas. Additionally, we owned one multi-family residential project and one office building, which serves, in part, as WRI's headquarters. Our interests in these projects aggregated approximately 30.0 million square feet of building area and 113.4 million square feet of land area. We also owned interests in 38 parcels of unimproved land under development or held for future development that aggregated approximately 12.5 million square feet. WRI currently employs 222 persons and its principal executive offices are located at 2600 Citadel Plaza Drive, Houston, Texas 77008, and its phone number is (713) 866-6000. Investment and Operating Strategy. WRI's investment strategy is to increase cash flow and the value of its portfolio through intensive, hands-on management of its existing portfolio of assets, selective remerchandising and renovation of properties and the acquisition and development of income-producing real estate assets where the returns on such investments exceed our blended long-term cost of capital. We will also pursue the disposition of selective non-core assets as circumstances warrant, and we believe the sales proceeds can be effectively redeployed into assets with higher growth potential. At December 31, 2000, neighborhood and community centers represented 83.6% of total revenue, including our share of revenue from unconsolidated joint ventures and excluding our partners share of revenue from consolidated joint ventures, industrial properties accounted for 13.1% and the remainder relates to one apartment complex and one office building, which serves in part as the company's corporate headquarters. We expect to continue to focus the future growth of the portfolio in neighborhood and community centers and bulk and office/service industrial properties, generally in a ratio similar to our current holdings. We expect this external growth to occur in the markets in which we currently operate as well as other markets in the southern half of the U.S. While we do not anticipate investment in other classes of real estate such as multi-family or office assets, we remain open to opportunistic uses of our undeveloped land. WRI may either purchase or lease income-producing properties in the future, and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be subject to existing mortgage financing and other indebtedness or such financing or indebtedness may be incurred in connection with acquiring such investments. WRI may invest in mortgages; however, we currently have only invested in first mortgages to joint ventures or partnerships in which we own an equity interest. We may also invest in securities of other issuers, for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification. Our operating philosophy is based on intensive hands-on management and leasing of our properties. In acquiring and developing properties, we attempt to accumulate enough properties in a geographic area to allow for the establishment of a regional office, which enables us to obtain in-depth knowledge of the market from a leasing perspective and to have easy access to the property and our tenants from a management viewpoint. 1 Diversification from both a geographic and tenancy perspective is a critical component of our operating strategy. While over 70% of our properties are located in the state of Texas, we continue to expand our holdings outside of the state. With respect to tenant diversification, our two largest merchants, Kroger and Safeway, accounted for 3.5% and 3.4% of our total revenue including our share of revenue from unconsolidated joint ventures and excluding our partners share of revenue from consolidated joint ventures, as of December 31, 2000, respectively. No other tenant accounted for more than 1.4%. We finance the growth and working capital needs of the company in a conservative manner. With a credit rating of A/a3 from Standard & Poors and Moody's Investor Services, respectively, we have the highest unsecured credit rating of any public REIT. We intend to maintain this conservative approach to managing our balance combined sheet, which , in turn, gives us many options to raising debt or equity capital when needed. At December 31, 2000, our fixed charge coverage ratio was 2.6 to 1 and our debt to total market capitalization was 35%. WRI's policies with respect to the investment and operating philosophies discussed above are reviewed by our Board of Trust Managers periodically and may be modified without a vote of our shareholders. Location of Properties. Historically, WRI has emphasized investments in properties located primarily in the Houston area. Since 1987, we began actively acquiring properties outside of Houston. Of our 292 properties that were owned or operated under long-term leases as of December 31, 2000, 99 of our 254 developed properties and 14 of our 38 parcels of unimproved land were located in the Houston metropolitan area. In addition to these properties, we owned 88 developed properties and eight parcels of unimproved land located in other parts of Texas. Because of our investments in the Houston area, as well as in other parts of Texas, the Houston and Texas economies affect, to a significant degree, the business and operations of WRI. In 2000, the economies of Houston and Texas continued to grow, still exceeding the national average. The economy of the entire southwestern United States, where we have our primary operations, also remained strong relative to the national average. The Houston economy, although bolstered by a resurgent oil market, has become highly diversified after experiencing significant growth in the technology, construction, services, health care and finance, insurance and real estate sectors. It has become much more integrated into the international economy and is somewhat affected by the international climate. Thus, Houston's expansion is expected to continue in 2001 and beyond against a backdrop of a slowing national economy. Any deterioration in the Houston or Texas economies could adversely affect us. However, our centers are generally anchored by supermarkets and drug stores under long-term leases, and these types of stores, which deal in basic necessity-type items, tend to be less affected by economic change. Competition. WRI is among the five largest publicly-held owners and operators of neighborhood and community shopping centers in the nation based on revenues, number of properties and total market capitalization. There are numerous other developers and real estate companies (both public and private) financial institutions and other investors engaged in the development, acquisition and operation of shopping centers and commercial property who compete with us in our trade areas. This results in competition for both acquisitions of existing income-producing properties and also for prime development sites. There is also competition for tenants to occupy the space that WRI and its competitors develop, acquire and manage. We believe that the principal competitive factors in attracting tenants in our market areas are location, price, anchor tenants and maintenance of properties. We also believe that our competitive advantages include the favorable locations of our properties, our ability to provide a retailer with multiple locations with anchor tenants in the Houston area and the practice of continuous maintenance and renovation of our properties. Financial Information. Additional financial information concerning WRI is included in the Consolidated Financial Statements located on pages 29 through 47 herein. 2 ITEM 2. PROPERTIES At December 31, 2000, WRI's real estate properties consisted of 292 locations in fourteen states. A complete listing of these properties, including the name, location, building area and land area (in square feet), as applicable, is set forth below:

SHOPPING CENTERS Building Name and Location Area Land Area ----------------------------------------------------- --------- --------- HOUSTON AND HARRIS COUNTY, TOTAL . . . . . . . . . . . 7,661,000 29,629,000 Alabama-Shepherd, S. Shepherd at W. Alabama. . . . . . 28,000 * 88,000 * Almeda Road, Almeda at Southmore . . . . . . . . . . . 17,000 37,000 Bayshore Plaza, Spencer Hwy. at Burke Rd.. . . . . . . 36,000 196,000 Bellaire Boulevard, Bellaire at S. Rice. . . . . . . . 35,000 137,000 Bellfort, Bellfort at Southbank. . . . . . . . . . . . 48,000 167,000 Bellfort Southwest, Bellfort at Gessner. . . . . . . . 30,000 89,000 Bellwood, Bellaire at Kirkwood . . . . . . . . . . . . 136,000 655,000 Bingle Square, U.S. Hwy. 290 at Bingle . . . . . . . . 46,000 168,000 Braeswood Square, N. Braeswood at Chimney Rock . . . . 103,000 422,000 Centre at Post Oak, Westheimer at Post Oak Blvd. . . . 184,000 505,000 Champions Village, F.M. 1960 at Champions Forest Dr. . 408,000 1,391,000 Copperfield Village, Hwy. 6 at F.M. 529. . . . . . . . 163,000 712,000 Crestview, Bissonnet at Wilcrest . . . . . . . . . . . 9,000 35,000 Crosby, F.M. 2100 at Kenning Road (61%). . . . . . . . 36,000 * 124,000 * Cullen Place, Cullen at Reed . . . . . . . . . . . . . 7,000 30,000 Cullen Plaza, Cullen at Wilmington . . . . . . . . . . 81,000 318,000 Cypress Pointe, F.M. 1960 at Cypress Station . . . . . 191,000 737,000 Cypress Village, Louetta at Grant Road . . . . . . . . 25,000 134,000 Eastpark, Mesa Rd. at Tidwell. . . . . . . . . . . . . 140,000 665,000 Edgebrook, Edgebrook at Gulf Fwy.. . . . . . . . . . . 78,000 360,000 Fiesta Village, Quitman at Fulton. . . . . . . . . . . 30,000 80,000 Fondren Southwest Village, Fondren at W. Bellfort. . . 323,000 1,362,000 Fondren/West Airport, Fondren at W. Airport. . . . . . 62,000 223,000 45/York Plaza, I-45 at W. Little York. . . . . . . . . 218,000 840,000 Glenbrook Square, Telephone Road . . . . . . . . . . . 76,000 320,000 Griggs Road, Griggs at Cullen. . . . . . . . . . . . . 85,000 422,000 Harrisburg Plaza, Harrisburg at Wayside. . . . . . . . 95,000 334,000 Heights Plaza, 20th St. at Yale. . . . . . . . . . . . 72,000 228,000 Humblewood Shopping Plaza, Eastex Fwy. at F.M. 1960. . 180,000 784,000 I-45/Telephone Rd. Center, I-45 at Maxwell Street. . . 178,000 819,000 Inwood Village, W. Little York at N. Houston-Rosslyn . 68,000 305,000 Jacinto City, Market at Baca . . . . . . . . . . . . . 24,000 * 67,000 *

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Building Name and Location Area Land Area ------------------------------------------------------------- -------- --------- HOUSTON AND HARRIS COUNTY, (CONT'D.) Kingwood, Kingwood Dr. at Chestnut Ridge . . . . . . . . . . 155,000 648,000 Landmark, Gessner at Harwin . . . . . . . . . . . . . . . . 56,000 228,000 Lawndale, Lawndale at 75th St. . . . . . . . . . . . . . . . 53,000 177,000 Little York Plaza, Little York at E. Hardy . . . . . . . . . 118,000 483,000 Long Point, Long Point at Wirt (77%) . . . . . . . . . . . . 68,000 * 257,000 * Lyons Avenue, Lyons at Shotwell. . . . . . . . . . . . . . . 68,000 179,000 Market at Westchase, Westheimer at Wilcrest. . . . . . . . . 87,000 333,000 Miracle Corners, S. Shaver at Southmore. . . . . . . . . . . 86,000 386,000 Northbrook, Northwest Fwy. at W. 34th. . . . . . . . . . . . 204,000 656,000 North Main Square, Pecore at N. Main . . . . . . . . . . . . 18,000 64,000 North Oaks, F.M. 1960 at Veterans Memorial . . . . . . . . . 322,000 1,246,000 North Triangle, I-45 at F.M. 1960. . . . . . . . . . . . . . 16,000 113,000 Northway, Northwest Fwy. at 34th . . . . . . . . . . . . . . 212,000 793,000 Northwest Crossing, N.W. Fwy. at Hollister (75%) . . . . . . 135,000 * 671,000 * Northwest Park Plaza, F.M. 149 at Champions Forest . . . . . 32,000 268,000 Oak Forest, W. 43rd at Oak Forest. . . . . . . . . . . . . . 164,000 541,000 Orchard Green, Gulfton at Renwick. . . . . . . . . . . . . . 74,000 273,000 Randall's/Cypress Station, F.M. 1960 at I-45 . . . . . . . . 141,000 618,000 Randall's/El Dorado, El Dorado at Hwy. 3 . . . . . . . . . . 119,000 429,000 Randall's/Kings Crossing, Kingwood Dr. at Lake Houston Pkwy. 127,000 624,000 Randall's/Norchester, Grant at Jones . . . . . . . . . . . . 109,000 475,000 Richmond Square, Richmond Ave. at W. Loop 610. . . . . . . . 33,000 136,000 River Oaks, East, W. Gray at Woodhead. . . . . . . . . . . . 71,000 206,000 River Oaks, West, W. Gray at S. Shepherd . . . . . . . . . . 235,000 609,000 Sheldon Forest, North, I-10 at Sheldon . . . . . . . . . . . 22,000 131,000 Sheldon Forest, South, I-10 at Sheldon . . . . . . . . . . . 38,000 * 164,000 * Shops at Three Corners, S. Main at Old Spanish Trail (70%) . 185,000 * 803,000 * Southgate, W. Fuqua at Hiram Clark . . . . . . . . . . . . . 126,000 533,000 Spring Plaza, Hammerly at Campbell . . . . . . . . . . . . . 56,000 202,000 Steeplechase, Jones Rd. at F.M. 1960 . . . . . . . . . . . . 193,000 849,000 Stella Link, North, Stella Link at S. Braeswood (77%). . . . 40,000 * 156,000 * Stella Link, South, Stella Link at S. Braeswood. . . . . . . 15,000 56,000 Studemont, Studewood at E. 14th St . . . . . . . . . . . . . 28,000 91,000 Ten Blalock Square, I-10 at Blalock. . . . . . . . . . . . . 97,000 321,000 10/Federal, I-10 at Federal. . . . . . . . . . . . . . . . . 132,000 474,000 University Plaza, Bay Area at Space Center . . . . . . . . . 96,000 424,000 The Village Arcade, University at Kirby. . . . . . . . . . . 191,000 413,000 West Junction, Hwy. 6 at Keith Harrow Dr. . . . . . . . . . 67,000 264,000

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Building Name and Location Area Land Area ------------------------------------------------------------------ -------- --------- HOUSTON AND HARRIS COUNTY, (CONT'D.) Westbury Triangle, Chimney Rock at W. Bellfort . . . . . . . . . . 67,000 257,000 Westchase, Westheimer at Wilcrest. . . . . . . . . . . . . . . . . 236,000 766,000 Westhill Village, Westheimer at Hillcroft. . . . . . . . . . . . . 131,000 480,000 Wilcrest Southwest, Wilcrest at Southwest Fwy. . . . . . . . . . . 26,000 78,000 TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL. . . . . . . . . . . 6,665,000 28,948,000 McDermott Commons, McDermott at Custer Rd., Allen. . . . . . . . . 38,000 224,000 Bell Plaza, 45th Ave. at Bell St., Amarillo. . . . . . . . . . . . 129,000 682,000 Coronado, S.W. 34th St. at Wimberly Dr., Amarillo. . . . . . . . . 49,000 201,000 Grand Plaza, Interstate Hwy 40 at Grand Ave., Amarillo . . . . . . 157,000 637,000 Puckett Plaza, Bell Road, Amarillo . . . . . . . . . . . . . . . . 133,000 621,000 Spanish Crossroads, Bell St. at Atkinsen St., Amarillo . . . . . . 72,000 275,000 Wolflin Village, Wolflin Ave. at Georgia St., Amarillo . . . . . . 191,000 421,000 Brodie Oaks, South Lamar Blvd. at Loop 360, Austin . . . . . . . . 245,000 1,050,000 Southridge Plaza, William Cannon Dr. at S. 1st St., Austin . . . . 143,000 565,000 Baywood, State Hwy. 60 at Baywood Dr., Bay City. . . . . . . . . . 40,000 169,000 Calder, Calder at 24th St., Beaumont . . . . . . . . . . . . . . . 34,000 129,000 North Park Plaza, Eastex Fwy. at Dowlen, Beaumont. . . . . . . . . 70,000 * 318,000 * Phelan West, Phelan at 23rd St., Beaumont (67%). . . . . . . . . . 16,000 * 59,000 * Phelan, Phelan at 23rd St, Beaumont. . . . . . . . . . . . . . . . 12,000 63,000 Southgate, Calder Ave. at 6th St., Beaumont. . . . . . . . . . . . 34,000 118,000 Westmont, Dowlen at Phelan, Beaumont . . . . . . . . . . . . . . . 98,000 507,000 Bryan Village, Texas at Pease, Bryan . . . . . . . . . . . . . . . 29,000 98,000 Lone Star Pavilions, Texas. at Lincoln Ave., College Station (30%) 32,000 * 132,000 * Parkway Square, Southwest Pkwy at Texas Ave., College Station. . . 158,000 685,000 Montgomery Plaza, Loop 336 West at I-45, Conroe. . . . . . . . . . 317,000 1,179,000 River Pointe, I-45 at Loop 336, Conroe . . . . . . . . . . . . . . 46,000 329,000 Moore Plaza, S. Padre Island Dr. at Staples, Corpus Christi. . . . 360,000 1,492,000 Portairs, Ayers St. at Horne Rd., Corpus Christi . . . . . . . . . 118,000 416,000 Dickinson, I-45 at F.M. 517, Dickinson (72%) . . . . . . . . . . . 55,000 * 225,000 * Coronado Hills, Mesa at Balboa, El Paso. . . . . . . . . . . . . . 127,000 575,000 Southcliff, I-20 at Grandbury Rd., Ft. Worth . . . . . . . . . . . 116,000 568,000 Broadway, Broadway at 59th St., Galveston (77%). . . . . . . . . . 58,000 * 167,000 * Galveston Place, Central City Blvd. at 61st St., Galveston . . . . 210,000 828,000 Food King Place, 25th St. at Avenue P, Galveston . . . . . . . . . 28,000 78,000 Fiesta, Belt Line Rd. at Marshall Dr., Grand Prairie . . . . . . . 32,000 236,000 Killeen Marketplace, 3200 E. Central Texas Expressway, Killeen . . 115,000 512,000 Cedar Bayou, Bayou Rd., La Marque. . . . . . . . . . . . . . . . . 15,000 51,000 Corum South, I-45 at F.M. 518, League City . . . . . . . . . . . . 112,000 680,000

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Building Name and Location Area Land Area -------------------------------------------------------------------- -------- --------- TEXAS (EXCLUDING HOUSTON & HARRIS CO.),(CONT'D.) Caprock Center, 50th at Boston Ave., Lubbock . . . . . . . . . . . . 375,000 1,255,000 Central Plaza, Loop 289 at Slide Rd., Lubbock. . . . . . . . . . . . 152,000 529,000 Town & Country, 4th St. at University, Lubbock . . . . . . . . . . . 134,000 339,000 Angelina Village, Hwy. 59 at Loop 287, Lufkin. . . . . . . . . . . . 257,000 1,835,000 Independence Plaza, Town East Blvd., Mesquite. . . . . . . . . . . . 179,000 787,000 McKinney Centre, US Hwy 380 at U.S.Hwy 75, McKinney. . . . . . . . . 34,000 199,000 Murphy Crossing, F.M. 544 at Murphy Rd., Murphy. . . . . . . . . . . 28,000 134,000 University Park Plaza, University Dr. at E. Austin St., Nacogdoches. 78,000 283,000 Mid-County, Twin Cities Hwy. at Nederland Ave., Nederland. . . . . . 107,000 611,000 Custer Park, SWC Custer Road at Parker Road, Plano . . . . . . . . . 119,000 641,000 Gillham Circle, Gillham Circle at Thomas, Port Arthur. . . . . . . . 33,000 94,000 Village, 9th Ave. at 25th St., Port Arthur (77%) . . . . . . . . . . 39,000 * 185,000 * Porterwood, Eastex Fwy. at F.M. 1314, Porter . . . . . . . . . . . . 99,000 487,000 Rockwall, I-30 at Market Center Street, Rockwall (30%) . . . . . . . 65,000 * 280,000 * Plaza, Ave. H at U.S. Hwy. 90A, Rosenberg. . . . . . . . . . . . . . 41,000 * 135,000 * Rose-Rich, U.S. Hwy. 90A at Lane Dr., Rosenberg. . . . . . . . . . . 104,000 386,000 Bandera Village, Bandera at Hillcrest, San Antonio . . . . . . . . . 57,000 607,000 Oak Park Village, Nacogdoches at New Braunfels, San Antonio. . . . . 65,000 221,000 Parliament Square, W. Ave. at Blanco, San Antonio. . . . . . . . . . 65,000 260,000 San Pedro Court, San Pedro at Hwy. 281N., San Antonio. . . . . . . . 2,000 18,000 Valley View, West Ave. at Blanco Rd., San Antonio. . . . . . . . . . 89,000 341,000 Market at Town Center, Town Center Blvd., Sugar Land . . . . . . . . 392,000 1,732,000 Williams Trace, Hwy. 6 at Williams Trace, Sugar Land . . . . . . . . 263,000 1,187,000 New Boston Road, New Boston at Summerhill, Texarkana . . . . . . . . 97,000 335,000 Island Market Place, 6th St. at 9th Ave., Texas City . . . . . . . . 27,000 90,000 Mainland, Hwy. 1765 at Hwy. 3, Texas City. . . . . . . . . . . . . . 56,000 279,000 Palmer Plaza, F.M. 1764 at 34th St., Texas City. . . . . . . . . . . 97,000 367,000 Broadway, S. Broadway at W. 9th St., Tyler (77%) . . . . . . . . . . 46,000 * 197,000 * Crossroads, I-10 at N. Main, Vidor . . . . . . . . . . . . . . . . . 116,000 516,000 Watauga Towne Center, Hwy. 377 at Bursey Rd., Watauga. . . . . . . . 60,000 328,000 LOUISIANA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 1,343,000 5,504,000 Park Terrace, U.S. Hwy. 171 at Parish, DeRidder. . . . . . . . . . . 137,000 520,000 Town & Country Plaza, U.S. Hwy. 190 West, Hammond. . . . . . . . . . 215,000 915,000 Westwood Village, W. Congress at Bertrand, Lafayette . . . . . . . . 141,000 942,000 East Town, 3rd Ave. at 1st St., Lake Charles . . . . . . . . . . . . 33,000 * 117,000 * 14/Park Plaza, Hwy. 14 at General Doolittle, Lake Charles. . . . . . 207,000 654,000 Kmart Plaza, Ryan St., Lake Charles. . . . . . . . . . . . . . . . . 105,000 * 406,000 * Southgate, Ryan at Eddy, Lake Charles. . . . . . . . . . . . . . . . 171,000 628,000 Danville Plaza, Louisville at 19th, Monroe . . . . . . . . . . . . . 143,000 539,000

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Building Name and Location Area Land Area -------------------------------------------------------------------- -------- --------- LOUISIANA, (CONT'D.) Orleans Station, Paris, Robert E. Lee at Chatham, New Orleans. . . . 5,000 31,000 Southgate, 70th at Mansfield, Shreveport . . . . . . . . . . . . . . 73,000 359,000 Westwood, Jewella at Greenwood, Shreveport . . . . . . . . . . . . . 113,000 393,000 NEVADA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,692,000 7,229,000 Francisco Centre, E. Desert Inn Rd. at S. Eastern Ave., Las Vegas. . 116,000 639,000 Mission Center, Flamingo Rd. at Maryland Pkwy, Las Vegas . . . . . . 152,000 570,000 Paradise Marketplace, Flamingo Rd. at Sandhill, Las Vegas. . . . . . 149,000 536,000 Rainbow Plaza, Rainbow Blvd. at Charleston Blvd., Las Vegas. . . . . 417,000 1,548,000 Rancho Towne & Country, Rancho Dr. at Charleston Blvd., Las Vegas. . 87,000 350,000 Tropicana Marketplace, Tropicana at Jones Blvd., Las Vegas . . . . . 143,000 519,000 Westland Fair, Charleston Blvd. At Decatur Blvd., Las Vegas. . . . . 464,000 2,346,000 College Park, E. Lake Mead Blvd. at Civic Ctr. Dr., North Las Vegas. 164,000 721,000 ARIZONA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,092,000 4,928,000 Palmilla Center, Dysart Rd. at McDowell Rd., Avondale. . . . . . . . 45,000 226,000 University Plaza, Plaza Way at Milton Rd., Flagstaff . . . . . . . . 162,000 918,000 Arrowhead Festival, 75th Ave. at W. Bell Rd., Glendale . . . . . . . 26,000 157,000 Camelback Village Square, Camelback at 7th Avenue, Phoenix . . . . . 135,000 543,000 Squaw Peak Plaza, 16th Street at Glendale Ave., Phoenix. . . . . . . 61,000 220,000 Rancho Encanto, 35th Avenue at Greenway Rd., Phoenix . . . . . . . . 71,000 259,000 Fountain Plaza, 77th St. at McDowell, Scottsdale . . . . . . . . . . 112,000 460,000 Broadway Marketplace, Broadway at Rural, Tempe . . . . . . . . . . . 83,000 347,000 Fry's Valley Plaza, S. McClintock at E. Southern, Tempe. . . . . . . 145,000 570,000 Pueblo Anozira, McClintock Dr. at Guadalupe Rd., Tempe . . . . . . . 152,000 769,000 Desert Square Shopping Center, Golf Links at Kolb, Tucson. . . . . . 100,000 459,000 NEW MEXICO, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . 952,000 4,024,000 Eastdale, Candelaria Rd. at Eubank Blvd., Albuquerque. . . . . . . . 111,000 601,000 North Towne Plaza, Academy Rd. at Wyoming Blvd., Albuquerque . . . . 103,000 607,000 Pavilions at San Mateo, I-40 at San Mateo, Albuquerque (30%) . . . . 59,000 * 237,000 * Valle del Sol, Isleta Blvd. at Rio Bravo, Albuquerque. . . . . . . . 106,000 475,000 Wyoming Mall, Academy Rd. at Northeastern, Albuquerque . . . . . . . 326,000 1,309,000 DeVargas, N. Guadalupe at Paseo de Peralta, Santa Fe . . . . . . . . 247,000 795,000 OKLAHOMA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 702,000 3,173,000 Bryant Square, Bryant Ave. at 2nd St., Edmond. . . . . . . . . . . . 282,000 1,259,000 Market Boulevard, E. Reno Ave. at N. Douglas Ave., Midwest City. . . 36,000 142,000 Town & Country, Reno Ave at North Air Depot, Midwest City. . . . . . 138,000 540,000 Windsor Hills Center, Meridian at Windsor Place, Oklahoma City . . . 246,000 1,232,000

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Building Name and Location Area Land Area ------------------------------------------------------------------ -------- --------- ARKANSAS, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . 624,000 2,568,000 Evelyn Hills, College Ave. at Abshier, Fayetteville. . . . . . . . 125,000 750,000 Broadway Plaza, Broadway at W. Roosevelt, Little Rock. . . . . . . 43,000 148,000 Geyer Springs, Geyer Springs at Baseline, Little Rock. . . . . . . 153,000 414,000 Markham Square, W. Markham at John Barrow, Little Rock . . . . . . 134,000 535,000 Markham West, 11400 W. Markham, Little Rock (67%). . . . . . . . . 119,000 * 515,000 * Westgate, Cantrell at Bryant, Little Rock. . . . . . . . . . . . . 50,000 206,000 KANSAS, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 784,000 3,418,000 West State Plaza, State Ave. at 78th St., Kansas City. . . . . . . 94,000 401,000 Regency Park, 93rd St. at Metcalf Ave., Overland Park. . . . . . . 202,000 742,000 Westbrooke Village, Quivira Road at 75th St., Shawnee. . . . . . . 237,000 1,270,000 Shawnee Village, Shawnee Mission Pkwy. at Quivera Rd., Shawnee . . 135,000 561,000 Kohl's, Wanamaker Rd. at S.W. 17th St., Topeka . . . . . . . . . . 116,000 444,000 MISSOURI, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . 338,000 1,101,000 Ballwin Plaza, Manchester Rd. at Vlasis Dr., Ballwin . . . . . . . 203,000 653,000 PineTree Plaza, U.S. Hwy. 50 at Hwy. 291, Lee's Summit . . . . . . 135,000 448,000 FLORIDA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 413,000 1,743,000 Pembroke Commons, University at Pines Blvd., Pembroke Pines. . . . 316,000 1,394,000 Market at Southside, Michigan Ave. at Delaney Ave., Orlando. . . . 97,000 349,000 COLORADO, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . 268,000 1,193,000 Bridges at Smoky Hill, Smoky Hill Rd. at S. Picadilly St., Aurora. 6,000 * 28,000 * Carefree, Academy Blvd. at N. Carefree Circle, Colorado Springs. . 127,000 460,000 Academy Place, Academy Blvd. at Union Blvd., Colorado Springs. . . 84,000 407,000 Gold Creek Center, Hwy. 86 at Elizabeth St., Elizabeth . . . . . . 14,000 * 55,000 * Crossing at Stonegate, Jordon Rd. at Lincoln Ave., Parker (37.5%). 37,000 * 243,000 * MAINE, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,000 482,000 The Promenade, Essex at Summit, Lewiston . . . . . . . . . . . . . 124,000 * 482,000 * ILLINOIS, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . 93,000 469,000 Lincoln Place Centre, Hwy. 59, Fairview Heights. . . . . . . . . . 93,000 469,000 TENNESSEE, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 84,000 Highland Square, Summer at Highland, Memphis . . . . . . . . . . . 20,000 84,000

Table continued on next page 8

Building INDUSTRIAL Area Land Area -------- --------- HOUSTON AND HARRIS COUNTY, TOTAL . . . . . . . . . . . . . . . . . . . 3,383,000 9,703,000 Beltway 8 Business Park, Beltway 8 at Petersham Dr.. . . . . . . . . . 105,000 332,000 Blankenship Building, Kempwood Drive . . . . . . . . . . . . . . . . . 59,000 175,000 Brookhollow Business Center, Dacoma at Directors Row . . . . . . . . . 133,000 405,000 Cannon/So. Loop Business Park, Cannon Street (20%) . . . . . . . . . . 59,000 * 96,000 * Central Park North, W. Hardy Rd. at Kendrick Dr. . . . . . . . . . . . 155,000 466,000 Central Park Northwest VI, Central Pkwy. at Dacoma . . . . . . . . . . 175,000 518,000 Central Park Northwest VII, Central Pkwy. at Dacoma. . . . . . . . . . 103,000 283,000 Claywood Industrial Park, Clay at Hollister. . . . . . . . . . . . . . 330,000 1,761,000 Crosspoint Warehouse, Crosspoint . . . . . . . . . . . . . . . . . . . 73,000 179,000 Jester Plaza, West T.C. Jester . . . . . . . . . . . . . . . . . . . . 101,000 244,000 Kempwood Industrial, Kempwood Dr. at Blankenship Dr. . . . . . . . . . 113,000 327,000 Kempwood Industrial, Kempwood Dr. at Blankenship Dr. (20%) . . . . . . 42,000 * 106,000 * Lathrop Warehouse, Lathrop St. at Larimer St. (20%). . . . . . . . . . 51,000 * 87,000 * Levitz Furniture Warehouse, Loop 610 South . . . . . . . . . . . . . . 184,000 450,000 Little York Mini-Storage, West Little York . . . . . . . . . . . . . . 32,000 * 124,000 * Navigation Business Park, Navigation at N. York (20%). . . . . . . . . 47,000 * 111,000 * Northway Park II, Loop 610 East at Homestead (20%) . . . . . . . . . . 61,000 * 149,000 * Park Southwest, Stancliff at Brooklet. . . . . . . . . . . . . . . . . 52,000 160,000 Railwood Industrial Park, Mesa at U.S. 90. . . . . . . . . . . . . . . 616,000 1,651,000 Railwood Industrial Park, Mesa at U.S. 90 (20%). . . . . . . . . . . . 99,000 * 213,000 * South Loop Business Park, S. Loop at Long Dr. . . . . . . . . . . . . 46,000 * 103,000 * Southport Business Park 5, South Loop 610. . . . . . . . . . . . . . . 157,000 358,000 Southwest Park II, Rockley Road. . . . . . . . . . . . . . . . . . . . 68,000 216,000 Stonecrest Business Center, Wilcrest at Fallstone. . . . . . . . . . . 111,000 308,000 West-10 Business Center, Wirt Rd. at I-10. . . . . . . . . . . . . . . 141,000 331,000 West-10 Business Center II, Wirt Rd. at I-10 . . . . . . . . . . . . . 83,000 149,000 West Loop Commerce Center, W. Loop N. at I-10. . . . . . . . . . . . . 34,000 91,000 610 and 11th St. Warehouse, Loop 610 at 11th St. . . . . . . . . . . . 105,000 202,000 610 and 11th St. Warehouse, Loop 610 at 11th St. (20%) . . . . . . . . 48,000 * 108,000 * TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL. . . . . . . . . . . . . 2,725,000 6,756,000 Randol Mill Place, Randol Mill Road, Arlington . . . . . . . . . . . . 55,000 178,000 Braker 2 Business Center, Kramer Ln. at Metric Blvd., Austin . . . . . 27,000 93,000 Corporate Center I & II, Putnam Dr. at Research Blvd., Austin. . . . . 117,000 326,000 Rutland 10 Business Center, Metric Blvd. At Centimeter Circle, Austin. 54,000 139,000 Southpark A,B,C., East St. Elmo Rd. at Woodward St., Austin. . . . . . 78,000 238,000 Southpoint Service Center, Burleson at Promontory Point Dr., Austin. . 54,000 234,000 Walnut Creek Office Park, Cameron Rd., Austin. . . . . . . . . . . . . 34,000 122,000

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Building Name and Location Area Land Area -------------------------------------------------------------------- -------- --------- TEXAS (EXCLUDING HOUSTON & HARRIS CO.), (CONT'D) Wells Branch Corporate Center, Wells Branch Pkwy., Austin. . . . . . 60,000 183,000 Midway Business Center, Midway at Boyington, Carrollton. . . . . . . 142,000 309,000 River Pointe Mini-Storage, I-45 at Hwy. 336, Conroe. . . . . . . . . 32,000 * 97,000 * Manana Office Center, I-35 at Manana, Dallas . . . . . . . . . . . . 223,000 473,000 Newkirk Service Center, Newkirk near N.W. Hwy., Dallas . . . . . . . 106,000 223,000 Northaven Business Center, Northaven Rd., Dallas . . . . . . . . . . 151,000 178,000 Northeast Crossing Off/Svc Ctr., East N.W. Hwy. at Shiloh, Dallas. . 79,000 199,000 Northwest Crossing Off/Svc Ctr., N.W. Hwy. at Walton Walker, Dallas. 127,000 290,000 Redbird Distribution Center, Joseph Hardin Drive, Dallas . . . . . . 111,000 234,000 Regal Distribution Center, Leston Avenue, Dallas . . . . . . . . . . 203,000 318,000 Space Center Industrial Park, Pulaski St. at Irving Blvd., Dallas. . 265,000 426,000 Walnut Trails Business Park, Walnut Hill Lane, Dallas. . . . . . . . 103,000 311,000 DFW-Port America, Port America Place, Grapevine. . . . . . . . . . . 46,000 110,000 Jupiter Service Center, Jupiter near Plano Pkwy., Plano. . . . . . . 78,000 234,000 Sherman Plaza Business Park, Sherman at Phillips, Richardson . . . . 100,000 312,000 Interwest Business Park, Alamo Downs Parkway, San Antonio. . . . . . 218,000 742,000 O'Connor Road Business Park, O'Connor Road, San Antonio. . . . . . . 150,000 459,000 Nasa One Business Center, Nasa Road One at Hwy. 3, Webster . . . . . 112,000 328,000 TENNESSEE, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 679,000 1,470,000 Southwide Warehouse # 2, Federal Compress Ind. Pk., Memphis. . . . . 124,000 302,000 Southwide Warehouse # 3, Federal Compress Ind. Pk., Memphis. . . . . 112,000 209,000 Southwide Warehouse # 4, Federal Compress Ind. Pk., Memphis. . . . . 120,000 220,000 Thomas Street Warehouse, N. Thomas Street, Memphis . . . . . . . . . 164,000 423,000 Crowfarn Drive Warehouse, Crowfarn Dr. at Getwell Rd., Memphis . . . 159,000 316,000 NEVADA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,000 162,000 East Sahara Off/Svc Ctr., E. Sahara Blvd., Las Vegas . . . . . . . . 66,000 162,000 OFFICE BUILDING HOUSTON & HARRIS COUNTY, TOTAL . . . . . . . . . . . . . . . . . . . 121,000 171,000 Citadel Plaza, N. Loop 610 at Citadel Plaza Dr.. . . . . . . . . . . 121,000 171,000 MULTI-FAMILY RESIDENTIAL TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL. . . . . . . . . . . . 236,000 595,000 River Pointe Drive at I-45, Conroe . . . . . . . . . . . . . . . . . 236,000 595,000

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Building Name and Location Area Land Area ------------------------------------------------------ -------- --------- UNIMPROVED LAND HOUSTON & HARRIS COUNTY, TOTAL . . . . . . . . . . . . 3,646,000 Beltway 8 at W. Belfort. . . . . . . . . . . . . . . . 166,000 Bissonnet at Wilcrest. . . . . . . . . . . . . . . . . 773,000 Citadel Plaza at 610 N. Loop . . . . . . . . . . . . . 137,000 East Orem . . . . . . . . . . . . . . . . . . . . . . 122,000 Kirkwood at Dashwood Dr. . . . . . . . . . . . . . . . 322,000 Lockwood at Navigation . . . . . . . . . . . . . . . . 163,000 Mesa Rd. at Tidwell. . . . . . . . . . . . . . . . . . 901,000 Mowery at Cullen . . . . . . . . . . . . . . . . . . . 118,000 Northwest Fwy. at Gessner. . . . . . . . . . . . . . . 422,000 Redman at W. Denham. . . . . . . . . . . . . . . . . . 17,000 Sheldon at I-10. . . . . . . . . . . . . . . . . . . . 19,000 W. Little York at I-45 . . . . . . . . . . . . . . . . 322,000 W. Little York at N. Houston-Rosslyn . . . . . . . . . 19,000 W. Loop N. at I-10 . . . . . . . . . . . . . . . . . . 145,000 TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL. . . . . 1,498,000 McDermott Drive at Custer Rd., Allen . . . . . . . . . 145,000 River Pointe Dr. at I-45, Conroe . . . . . . . . . . . 186,000 US Hwy 380 (University Drive) and US Hwy 75, McKinney. 135,000 F.M. 544 at Murphy Rd., Murphy . . . . . . . . . . . . 230,000 Dalrock Rd. at Lakeview Parkway, Rowlett . . . . . . . 381,000 Hillcrest, Sunshine at Quill, San Antonio. . . . . . . 171,000 Hwy. 3 at Hwy. 1765, Texas City. . . . . . . . . . . . 184,000 Hwy 377 at Bursey Road, Watauga. . . . . . . . . . . . 66,000 LOUISIANA, TOTAL . . . . . . . . . . . . . . . . . . . 5,311,000 Siegen Lane at Honore Ln., Baton Rouge . . . . . . . . 1,000,000 U.S. Hwy. 171 at Parish, DeRidder. . . . . . . . . . . 462,000 Ambassador Caffery Pkwy. at Congress St., Lafayette. . 196,000 Prien Lake Plaza, Lake Charles . . . . . . . . . . . . 860,000 Manhattan Blvd. at Gretna Blvd., Harvey. . . . . . . . 894,000 Woodland Hwy., Plaquemines Parish (5%) . . . . . . . . 822,000 * 70th. St. at Youree Dr., Shreveport. . . . . . . . . . 1,077,000

Table continued on next page 11

Building Name and Location Area Land Area --------------------------------------------------------------- --------- --------- UNIMPROVED LAND (CONT'D.) ARIZONA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . 424,000 Broadway Rd. and Ellsworth Rd., Mesa. . . . . . . . . . . . . . 58,000 Warner Rd. at Val Vista, Gilbert. . . . . . . . . . . . . . . . 366,000 COLORADO, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . 1,021,000 Jordan Rd. at Lincoln Ave., Parker (38%). . . . . . . . . . . . 84,000 * Smoky Hill Rd. at S. Picadilly St., Aurora. . . . . . . . . . . 108,000 * Hwy. 86 at Elizabeth St., Elizabeth . . . . . . . . . . . . . . 25,000 * Hampton at Santa Fe, Englewood, Colorado. . . . . . . . . . . . 226,000 * 120th at Washington, Thornton, Colorado . . . . . . . . . . . . 578,000 * ILLINOIS, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . 34,000 Lincoln Place Centre, SBI Rt. 159 at Matilda, Fairview Heights. 34,000 NEVADA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . 601,000 Eastern Ave. at Horizon Ridge Pkwy., Henderson. . . . . . . . . 601,000 ALL PROPERTIES-BY LOCATION GRAND TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 29,981,000 125,885,000 Houston & Harris County . . . . . . . . . . . . . . . . . . . . 11,165,000 43,149,000 Texas (excluding Houston & Harris County) . . . . . . . . . . . 9,626,000 37,797,000 Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,343,000 10,815,000 Nevada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,758,000 7,992,000 Arizona . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,092,000 5,352,000 New Mexico. . . . . . . . . . . . . . . . . . . . . . . . . . . 952,000 4,024,000 Oklahoma. . . . . . . . . . . . . . . . . . . . . . . . . . . . 702,000 3,173,000 Tennessee . . . . . . . . . . . . . . . . . . . . . . . . . . . 699,000 1,554,000 Arkansas. . . . . . . . . . . . . . . . . . . . . . . . . . . . 624,000 2,568,000 Kansas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784,000 3,418,000 Missouri. . . . . . . . . . . . . . . . . . . . . . . . . . . . 338,000 1,101,000 Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . 413,000 1,743,000 Colorado. . . . . . . . . . . . . . . . . . . . . . . . . . . . 268,000 2,214,000 Maine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,000 482,000 Illinois. . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,000 503,000

Table continued on next page 12

Building Area Land Area ---------- ---------- ALL PROPERTIES-BY CLASSIFICATION GRAND TOTAL. . . . . . . . . . . 29,981,000 125,885,000 Shopping Centers . . . . . . . . 22,771,000 94,493,000 Industrial . . . . . . . . . . . 6,853,000 18,091,000 Multi-Family Residential . . . . 236,000 595,000 Office Building. . . . . . . . . 121,000 171,000 Unimproved Land. . . . . . . . . 12,535,000 Note: Total square footage includes 7,875,000 square feet of land leased and 450,000 square feet of building leased from others. * Denotes partial ownership. WRI's interest is 50% except where noted. The square feet figures represent WRI's proportionate ownership of the entire property.

13 General. In 2000, no single property accounted for more than 2.7% of WRI's total assets or 2.6% of gross revenues. Four properties, in the aggregate, represented approximately 9.2% of our gross revenues for the year ended December 31, 2000; otherwise, none of the remaining properties accounted for more than 1.8% of our gross revenues during the same period. The weighted average occupancy rate for all of our improved properties as of December 31, 2000 was 93.0%. Substantially all of our properties are owned directly by WRI (subject in some cases to mortgages), although our interests in some properties are held indirectly through interests in joint ventures or under long-term leases. In our opinion, our properties are well maintained and in good repair, suitable for their intended uses, and adequately covered by insurance. Shopping Centers. As of December 31, 2000, WRI owned or operated under long-term leases, either directly or through its interests in joint ventures, 197 shopping centers with approximately 22.8 million square feet of building area. The shopping centers were located predominantly in Texas with other locations in Louisiana, Arizona, Nevada, Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri, Illinois, Florida and Maine. WRI's shopping centers are primarily neighborhood and community shopping centers that range in size from 100,000 to 400,000 square feet, as distinguished from small strip centers, which generally contain 5,000 to 25,000 square feet, and from large regional enclosed malls that generally contain over 500,000 square feet. Most of the centers do not have climatized common areas but are designed to allow retail customers to park their automobiles in close proximity to any retailer in the center. Our centers are customarily constructed of masonry, steel and glass and all have lighted, paved parking areas, which are typically landscaped with berms, trees and shrubs. They are generally located at major intersections in close proximity to neighborhoods that have existing populations sufficient to support retail activities of the types conducted in our centers. We have approximately 4,600 separate leases with 3,500 different tenants, including national and regional supermarket chains, drug stores, discount department stores, junior department stores, other nationally or regionally known stores and a great variety of other regional and local retailers. The large number of locations offered by WRI and the types of traditional anchor tenants help attract prospective new tenants. Some of the national and regional supermarket chains, which are tenants in our centers, include Albertson's, Fiesta, Smith's (Kroger), H.E.B., Kroger Company, Randall's Food Markets (Safeway), Fry's Food Stores (Kroger), Publix, King Soopers, Inc. (Kroger) and Safeway. In addition to these supermarket chains, WRI's nationally and regionally known retail store tenants include Eckerd, Walgreen and Osco (Albertson's) drugstores; Kmart discount stores; Bealls, Palais Royal and Weiner's junior department stores; Kohl's, Marshall's, Office Depot, Office Max, Babies 'R' Us, Ross, Stein Mart and T.J. Maxx off-price specialty stores; Luby's, Piccadilly and Furr's cafeterias; Academy sporting goods; CompUSA, Best Buy, Conn's and Circuit City electronics stores; FAO Schwarz toy store; Cost Plus Imports; Linens 'N Things; Barnes & Noble bookstore; Border's Books; Home Depot; Bed, Bath & Beyond; and the following restaurant chains: Arby's, Burger King, Champ's, Church's Fried Chicken, Dairy Queen, Domino's, Jack-in-the-Box, CiCi Pizza, Long John Silver's, McDonald's, Olive Garden, Outback Steakhouse, Pizza Hut, Shoney's, Steak & Ale, Taco Bell and Whataburger. We also lease space in 3,000 to 10,000 square foot areas to national chains such as the Limited Store, The Gap, One Price Stores, Old Navy, Eddie Bauer and Radio Shack. Other merchants in our portfolio include Al's Formal Wear, Anna's Linens, TGF Haircutters, Clothestime, Big Lots, Jason's Deli, Dollar General, Dress Barn, Family Dollar, Shoe Cents, Fashion Bug, Cloth World, Fox Photo, GNC, Goodyear Tire, Luther's Bar-B-Q, Mattress Firm, Fantastic Sam's, One Price Clothing Stores, Paper Warehouse, Rent-A-Center, Sally Beauty, Souper Salad, Black Eyed Pea, Men's Wearhouse and Tuesday Morning. The diversity of our tenant base is also evidenced in the fact that our largest tenant accounted for only 3.53% of rental revenue during 2000 including our share of revenue from unconsolidated joint ventures and excluding our partners share of revenue from consolidated joint ventures. WRI's shopping center leases have lease terms generally ranging from three to five years for tenant space under 5,000 square feet and from 10 to 35 years for tenant space over 10,000 square feet. Leases with primary lease terms in excess of 10 years, generally for anchor and out-parcels, frequently contain renewal options which allow the tenant to extend the term of the lease for one or more additional periods, with each of these periods generally being of a shorter duration than the primary lease term. The rental rates paid during a renewal period are generally based upon the rental rate for the primary term, sometimes adjusted for inflation or for the amount of the tenant's sales during the primary term. 14 Most of our leases provide for the monthly payment in advance of fixed minimum rentals, the tenants' pro rata share of ad valorem taxes, insurance (including fire and extended coverage, rent insurance and liability insurance) and common area maintenance for the center (based on estimates of the costs for these items). They also provide for the payment of additional rentals based on a percentage of the tenants' sales. Utilities are generally paid directly by tenants except where common metering exists with respect to a center. In this case, WRI makes the payments for the utilities and is reimbursed by the tenants on a monthly basis. Generally, our leases prohibit the tenant from assigning or subletting its space. They also require the tenant to use its space for the purpose designated in its lease agreement and to operate its business on a continuous basis. Some of the lease agreements with major tenants contain modifications of these basic provisions in view of the financial condition, stability or desirability of those tenants. Where a tenant is granted the right to assign its space, the lease agreement generally provides that the original lessee will remain liable for the payment of the lease obligations under that lease agreement. During 2000, WRI acquired seven shopping centers and made investments in joint ventures that acquired three additional retail centers. The investment in retail properties totaled $184.5 million with our share being $141.3 million, which added 1.4 million square feet to our portfolio. These joint ventures have been accounted for under the equity method. In March, we purchased a 315,000 square foot shopping center in Plano, Texas, a suburb of Dallas. Redevelopment of this center is underway with the demolition of a portion of the buildings, construction of a 64,000 square foot Kroger supermarket and extensive renovation and remerchandising of the remainder of the project. This redevelopment should be completed in the latter half of 2001. Also in March, WRI formed a strategic joint venture with an institutional investor to acquire $200 million of real estate assets using limited leverage. As general partner in the joint venture, WRI is responsible for the acquisition process, as well as, the on-going leasing and management activities of the acquired properties. In June, two shopping centers were acquired with this institutional joint venture partner. Our first purchase was the Pavilions at San Mateo in Albuquerque, New Mexico. This 196,000 square foot center is anchored by Circuit City, Linens 'n Things, CompUSA and Old Navy. This represents WRI's fifth property in Albuquerque and our sixth in New Mexico. The second shopping center is Lone Star Pavilion in College Station, Texas. This 107,000 square foot shopping center is anchored by Best Buy, Barnes and Noble and Office Depot. In April, we acquired Kohl's Shopping Center in Topeka, Kansas. This 116,000 square foot shopping center is anchored by an 80,700 square foot Kohl's Department Store and a 35,000 square foot Barnes and Noble. In August, WRI purchased Regency Park Shopping Center in Overland Park, Kansas. This 202,000 square foot center is anchored by Micro Center, Border's Books and Music, Marshall's and Old Navy and represents our fifth property in this market. Later in August, WRI in partnership with its institutional joint venture partner acquired Rockwall Market Center located in Rockwall, Texas, a suburb of Dallas. Rockwall Market Center contains 217,000 square feet and is anchored by Linens 'n Things, Ross Dress for Less, Office Max, Petco, Michael's Crafts, Pier 1 Imports and Old Navy. Also in August, WRI purchased the Market at Southside, our first shopping center in the Orlando area. Anchored by a Walgreen's and Ross Dress for Less, this 97,000 square foot center is part of a 310,000 square foot center anchored by Office Depot, Publix and Albertson's. In December, we purchased three shopping centers. The largest was the 465,000 square foot Westland Fair shopping center, located in Las Vegas. We have managed the center for the past three years and have planned a major renovation and redevelopment of the property, including the demolition of several buildings and the development of approximately 370,000 square feet of new buildings. The redeveloped center will contain approximately 561,000 square feet when completed and will feature a 220,000 square foot Super Wal-Mart and a 115,000 square foot Home Depot. With the acquisition of Westland Fair, WRI now owns eight shopping centers and one industrial property in the Las Vegas market. 15 WRI also acquired the 136,000 square foot first phase of Rainbow Plaza located in Las Vegas, Nevada. WRI now owns this entire 416,000 square foot center, as the Company acquired Phase II of the project in 1997. Anchor tenants for the entire property include Home Depot, Lucky's Supermarket, Rite Aid Drugs, JC Penny Home Store and the Q Club. Lastly, we acquired Killeen Marketplace, a 115,000 square foot shopping center in Killeen, Texas, which is located approximately 60 miles north of Austin. The center, which was developed in 2000, is anchored by Best Buy, Ross Dress for Less and Staples. The center is strategically located across from Killeen Mall. In 2000, WRI acquired land at nine separate locations for the development of retail shopping centers. Two of these acquisitions were made in joint ventures with our development partner in Denver. These joint ventures are included in the consolidated financial statements of WRI as we exercise financial and operating control. Total expenditures on these nine projects during 2000 totaled $41.0 million. At the beginning of 2001, we have 13 retail developments underway which, upon completion, will represent an investment of approximately $140 million and will add 1.2 million square feet to the portfolio. These projects will come on-line beginning in early 2001 through mid 2002. Industrial Properties. At December 31, 2000, WRI owned 55 industrial projects. The acquisition of five industrial office service centers added .5 million square feet to our industrial portfolio and represented an investment of $23.4 million. We purchased three office/service facilities in Austin, Texas, which added 160,000 square feet to the portfolio. With these acquisitions, we now have seven industrial and two retail properties in Austin, comprising more than 813,000 square feet of building area. WRI also acquired two industrial properties in San Antonio, Texas totaling 368,000 square feet. The two industrial acquisitions bring WRI's total property holdings in San Antonio to seven including five shopping centers and the two newly acquired industrial properties. Office Building. We own a seven-story, 121,000 square foot masonry office building with a detached, covered, three-level parking garage situated on 171,000 square feet of land fronting on North Loop 610 West in Houston. The building serves as our headquarters. Other than WRI, the major tenant of the building is Bank of America, which currently occupies 9% of the office space. Multi-family Residential Properties. WRI completed development of a 260-unit luxury apartment complex within a multi-use master-planned project we developed in a suburb north of Houston. An unrelated Houston-based multi-family operator manages the property on our behalf. Unimproved Land. At December 31, 2000, WRI owned, directly or through its interest in a joint venture, 38 parcels of unimproved land aggregating approximately 12.5 million square feet of land area located in Texas, Louisiana, Arizona, Colorado, Illinois and Nevada. These properties include approximately 3.5 million square feet of land adjacent to certain of our existing developed properties, which may be used for expansion of these developments, as well as approximately 9.0 million square feet of land, which may be used for new development. Almost all of these unimproved properties are served by roads and utilities and are ready for development. Most of these parcels are suitable for development as shopping centers or industrial projects, and WRI intends to emphasize the development of these parcels for such purpose. 16 ITEM 3. LEGAL PROCEEDINGS WRI is involved in various matters of litigation arising in the normal course of business. While WRI is unable to predict with certainty the amounts involved, WRI's management and counsel are of the opinion that, when such litigation is resolved, WRI's resulting liability, if any, will not have a material effect on WRI's consolidated financial statements. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS None. 17 EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information with respect to the executive officers of WRI as of February 23, 2001. All executive officers of WRI are elected annually by our Board of Trust Managers and serve until the successors are elected and qualified. Name Age Position Stanford Alexander. . . . . 72 Chairman Martin Debrovner. . . . . . 64 Vice Chairman Andrew M. Alexander . . . . 44 President/Chief Executive Officer Stephen C. Richter. . . . . 46 Senior Vice President/Chief Financial Officer Mr. S. Alexander is the Chairman of WRI's Board of Trust Managers. He has been employed by WRI since 1955 and has served in his present capacity since January 1, 1993. Prior to becoming Chairman, Mr. Alexander served as President and Chief Executive Officer of WRI since 1962. Mr. Alexander is President, Chief Executive Officer and a Trust Manager of Weingarten Properties Trust. Mr. Debrovner became Vice Chairman of WRI on February 25, 1997. Prior to assuming such position, Mr. Debrovner served as President and Chief Operating Officer since January 1, 1993. Mr. Debrovner served as President of Weingarten Realty Management Company since WRI's reorganization in December 1984. Prior to such time, Mr. Debrovner was an employee of WRI for 17 years, holding the positions of Senior Vice President from 1980 until March 1984 and Executive Vice President until December 1984. As Executive Vice President, Mr. Debrovner was generally responsible for WRI's operations. Mr. Debrovner is also a Trust Manager of Weingarten Properties Trust. Mr. A. Alexander became Chief Executive Officer of WRI on January 1, 2001. He has also served as President since February 25, 1997. Prior to his present position, Mr. Alexander was Executive Vice President/Asset Management of WRI and President of Weingarten Realty Management Company. Prior to such time, Mr. Alexander was Senior Vice President/Asset Management of the Management Company. He also served as Vice President of the Management Company and, prior to WRI's reorganization in December 1984, was Vice President and an employee of WRI since 1978. Mr. Alexander has been primarily involved with leasing operations at both WRI and the Management Company. Mr. Alexander is also a Trust Manager of Weingarten Properties Trust and a Director of Academy Sports and Outdoors, Inc. Mr. Richter became Senior Vice President and Chief Financial Officer on April 15, 2000. Prior to his present position, Mr. Richter served as Senior Vice President/Financial Administration and Treasurer since January 1, 1997 and Vice President/Financial Administration and Treasurer of WRI since January 1, 1993. For the five years prior to that time, he served as Vice President/Financial Administration and Treasurer of the Management Company. 18 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON SHARES OF BENEFICIAL INTEREST AND RELATED SHAREHOLDER MATTERS WRI's common shares are listed and traded on the New York Stock Exchange under the symbol "WRI". The number of holders of record of our common shares as of February 23, 2001 was 3,201. The high and low sale prices per share of our common shares, as reported on the New York Stock Exchange composite tape, and dividends per share paid for the fiscal quarters indicated were as follows: HIGH LOW DIVIDENDS ------ ------ ---------- 2000: Fourth. . . . . . . . . . . . . $45.00 $40.13 $ 0.75 Third . . . . . . . . . . . . . 43.00 40.06 0.75 Second. . . . . . . . . . . . . 42.50 36.56 0.75 First . . . . . . . . . . . . . 40.75 34.56 0.75 1999: Fourth. . . . . . . . . . . . . $39.38 $37.00 $ 0.71 Third . . . . . . . . . . . . . 42.44 37.25 0.71 Second. . . . . . . . . . . . . 43.44 38.25 0.71 First . . . . . . . . . . . . . 45.63 38.38 0.71 19 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected consolidated financial data with respect to WRI and should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," the Consolidated Financial Statements and accompanying Notes in "Item 8. Financial Statements and Supplementary Data" and the financial schedules included elsewhere in this Form 10-K/A.

(Amounts in thousands, except per share amounts) Years Ended December 31, 2000 1999 1998 1997 1996 ----------- ----------- ----------- ----------- --------- (As restated, see (1) below) Revenues (primarily real estate rentals) $ 252,245 $ 225,478 $ 193,003 $ 168,368 $144,963 ----------- ----------- ----------- ----------- --------- Expenses: Depreciation and amortization . . . . . 54,597 48,668 41,051 36,995 32,852 Interest. . . . . . . . . . . . . . . . 43,190 32,792 33,338 29,695 21,674 Other . . . . . . . . . . . . . . . . . 77,341 69,774 60,396 53,270 45,385 ----------- ----------- ----------- ----------- --------- Total . . . . . . . . . . . . . . . . 175,128 151,234 134,785 119,960 99,911 ----------- ----------- ----------- ----------- --------- Income from operations. . . . . . . . . . 77,117 74,244 58,218 48,408 45,052 Equity in earnings of joint ventures. . . 4,150 3,655 4,469 4,249 4,278 Minority interest . . . . . . . . . . . . (2,648) (2,173) (1,258) (1,018) (955) Gain on sales of property and securities. 382 20,594 328 3,327 5,563 Extraordinary charge. . . . . . . . . . . (190) (1,392) ----------- ----------- ----------- ----------- --------- Net income. . . . . . . . . . . . . . . . $ 79,001 $ 96,130 $ 60,365 $ 54,966 $ 53,938 =========== =========== =========== =========== ========= Net income available to common shareholders. . . . . . . . . . . . . . $ 58,961 $ 76,537 $ 54,484 $ 54,966 $ 53,938 =========== =========== =========== =========== ========= Cash flows from operations. . . . . . . . $ 122,624 $ 113,554 $ 93,054 $ 85,846 $ 74,636 =========== =========== =========== =========== ========= Per share data - basic: Income before extraordinary charge. . $ 2.20 $ 2.88 $ 2.09 $ 2.06 $ 2.03 Net income. . . . . . . . . . . . . . $ 2.20 $ 2.87 $ 2.04 $ 2.06 $ 2.03 Weighted average number of shares . . 26,775 26,690 26,667 26,638 26,555 Per share data - diluted: Income before extraordinary charge. . $ 2.19 $ 2.86 $ 2.08 $ 2.05 $ 2.03 Net income. . . . . . . . . . . . . . $ 2.19 $ 2.85 $ 2.03 $ 2.05 $ 2.03 Weighted average number of shares . . 26,931 26,890 26,869 26,771 26,598 Cash dividends per common share . . . . . $ 3.00 $ 2.84 $ 2.68 $ 2.56 $ 2.48 Property (at cost). . . . . . . . . . . . $1,730,617 $1,484,177 $1,278,466 $1,092,869 $946,755 Total assets. . . . . . . . . . . . . . . $1,517,581 $1,320,095 $1,117,723 $ 948,230 $833,664 Debt. . . . . . . . . . . . . . . . . . . $ 792,353 $ 592,978 $ 513,361 $ 503,287 $385,349 Other data: Funds from operations (2) Net income available to common shareholders . . . . . . . . . . . . $ 58,961 $ 76,537 $ 54,484 $ 54,966 $ 53,938 Depreciation and amortization . . . . 55,344 49,256 41,580 37,544 33,414 Gain on sales of property and securities. . . . . . . . . . . . (382) (20,596) (885) (3,327) (5,563) Extraordinary charge . . . . . . . . . 190 1,392 ----------- ----------- ----------- ----------- --------- Total . . . . . . . . . . . . . . . $ 113,923 $ 105,387 $ 96,571 $ 89,183 $ 81,789 =========== =========== =========== =========== ========= (1) As discussed in Note 17 to the Consolidated Financial Statements, WRI has revised its consolidation policies with respect to certain joint ventures and partnerships and, accordingly, has restated its previously issued consolidated financial statements. There is no change in net income or shareholders' equity. The effects of the restatement on the amounts shown in the preceding table are as follows (in thousands):

20

(Amounts in thousands, except per share amounts) Years Ended December 31, 2000 1999 1998 1997 1996 ----------- ----------- ---------- ---------- ---------- Revenues, as previously reported . . . . . $ 273,374 $ 236,651 204,709 180,228 156,632 Adjustment . . . . . . . . . . . . . . . . (21,129) (11,173) (11,706) (11,860) (11,669) Revenues, as restated. . . . . . . . . . . 252,245 225,478 193,003 168,368 144,963 Depreciation and amortization, as previously reported previously reported. . . . . . . . . . . 58,518 50,659 42,949 38,985 34,774 Adjustment . . . . . . . . . . . . . . . . (3,921) (1,991) (1,898) (1,990) (1,922) ----------- ----------- ---------- ---------- ---------- Depreciation and amortization, as restated 54,597 48,668 41,051 36,995 32,852 Interest expense, as previously reported . 45,545 32,941 33,900 30,274 22,219 Adjustment . . . . . . . . . . . . . . . . (2,355) (149) (562) (579) (545) ----------- ----------- ---------- ---------- ---------- Interest expense, as restated. . . . . . . 43,190 32,792 33,338 29,695 21,674 Other expense, as previously reported. . . 82,651 72,685 63,505 56,410 48,566 Adjustment . . . . . . . . . . . . . . . . (5,310) (2,911) (3,109) (3,140) (3,181) ----------- ----------- ---------- ---------- ---------- Other expense, as restated . . . . . . . . 77,341 69,774 60,396 53,270 45,385 Income from operations, as previously reported. . . . . . . . . . . 86,660 80,366 64,355 54,559 51,073 Adjustment . . . . . . . . . . . . . . . . (9,543) (6,122) (6,137) (6,151) (6,021) ----------- ----------- ---------- ---------- ---------- Income from operations, as restated. . . . 77,117 74,244 58,218 48,408 45,052 Equity in earnings of joint ventures, as previously reported Adjustment . . . . . . . . . . . . . . . . 4,150 3,655 4,469 4,249 4,278 Equity in earnings of joint ventures, ----------- ----------- ---------- ---------- ---------- as restated. . . . . . . . . . . . . . . 4,150 3,655 4,469 4,249 4,278 Gain on sales of property, as previously reported. . . . . . . . . . . 382 20,877 1,443 3,327 5,563 Adjustment (283) (1,115) ----------- ----------- ---------- ---------- ---------- Gain on sales of property, as restated . . 382 20,594 328 3,327 5,563 Minority interest, as previously reported. 8,041 4,923 4,041 2,920 2,698 Adjustment . . . . . . . . . . . . . . . . (5,393) (2,750) (2,783) (1,902) (1,743) ----------- ----------- ---------- ---------- ---------- Minority interest, as restated . . . . . . 2,648 2,173 1,258 1,018 955 Property (at cost), as previously reported 1,906,431 1,595,346 1,335,495 1,151,430 1,003,889 Adjustment . . . . . . . . . . . . . . . . (175,814) (111,169) (57,029) (58,561) (57,134) ----------- ----------- ---------- ---------- ---------- Property (at cost), as restated. . . . . . 1,730,617 1,484,177 1,278,466 1,092,869 946,755 Total assets, as previously reported . . . 1,646,011 1,382,709 1,139,475 970,682 855,266 Adjustment . . . . . . . . . . . . . . . . (128,430) (62,614) (21,752) (22,452) (21,602) ----------- ----------- ---------- ---------- ---------- Total assets, as restated. . . . . . . . . 1,517,581 1,320,095 1,117,723 948,230 833,664 Debt, as previously reported . . . . . . . 869,627 595,843 518,555 510,513 392,423 Adjustment . . . . . . . . . . . . . . . . (77,274) (2,865) (5,194) (7,226) (7,074) ----------- ----------- ---------- ---------- ---------- Debt, as restated. . . . . . . . . . . . . 792,353 592,978 513,361 503,287 385,349 (2) The Board of Governors of the National Association of Real Estate Investment Trusts defines funds from operations as net income (loss) computed in accordance with generally accepted accounting principles, excluding gains or losses from sales of property, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In addition, NAREIT recommends that extraordinary items not be considered in arriving at FFO. We calculate FFO 21 in a manner consistent with the NAREIT definition. Most industry analysts and equity REITs, including Weingarten, believe FFO is an alternative measure of performance relative to other REITs. There can be no assurance that FFO presented by Weingarten is comparable to similarly titled measures of other REITs. FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing, or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements, or principal payments on indebtedness.

22 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS WRI's financial statements for the years ended December 31, 2000, 1999 and 1998 have been restated as discussed in Note 17 to the accompanying consolidated financial statements. The information included in the following discussion gives effect to that restatement. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the comparative summary of selected financial data appearing elsewhere in this report. Historical results and trends which might appear should not be taken as indicative of future operations. Weingarten Realty Investors owned or operated under long-term leases 197 shopping centers, 55 industrial properties, one multi-family residential project and one office building at December 31, 2000. Of our 254 developed properties, 187 are located in Texas (including 99 in Houston and Harris County). Our remaining properties are located in Louisiana (11), Arizona (11), Nevada (9), Arkansas (6), New Mexico (6), Kansas (5), Colorado (5), Oklahoma (4), Tennessee (4), Missouri (2), Florida (2), Illinois (1) and Maine (1). WRI has nearly 4,600 leases and 3,500 different tenants. Leases for our properties range from less than a year for smaller spaces to over 25 years for larger tenants; leases generally include minimum lease payments and contingent rentals for payment of taxes, insurance and maintenance and for an amount based on a percentage of the tenants' sales. The majority of our anchor tenants are supermarkets, drugstores, value-oriented apparel and discount stores and other retailers, which generally sell basic necessity-type items. CAPITAL RESOURCES AND LIQUIDITY WRI anticipates that cash flows from operating activities will continue to provide adequate capital for all dividend payments in accordance with REIT requirements. Cash on hand, internally-generated cash flow, borrowings under our existing credit facilities, issuance of unsecured debt and the use of project financing, as well as other debt and equity alternatives, will provide the necessary capital to achieve planned growth. Cash flow from operating activities as reported in the Statements of Consolidated Cash Flows increased to $122.6 million in 2000 from $113.6 million for 1999 and $93.1 million for 1998. During 2000, WRI invested $164.8 million through the acquisition of operating properties. We acquired seven shopping centers and made investments in joint ventures that acquired three additional retail centers. The investment in retail properties totaled $184.5 million with our share being $141.3 million, which added 1.4 million square feet to our portfolio. The acquisition of five industrial office service centers added 500,000 square feet to our industrial portfolio and represented an investment of $23.4 million. Two of the shopping centers purchased in 2000 will be extensively redeveloped, which will require the investment of an additional $10.8 million by WRI over the next 12 to 18 months. In 2000, WRI acquired land at nine separate locations for the development of retail shopping centers. Two of these acquisitions were made in joint ventures with our development partner in Denver. These joint ventures are included in the consolidated financial statements of WRI as we exercise financial and operating control. Our share of total expenditures on these nine projects during 2000 totaled $41.0 million. We also invested an additional $17.0 million in projects which were under development at the beginning of 2000, and $37.3 million in renovating, expanding and maintaining our existing properties. At the beginning of 2001, we have 13 retail developments underway which, upon completion, will represent an investment of approximately $140 million and will add 1.2 million square feet to the portfolio. These projects will come on-line beginning in early 2001 through mid 2002. We expect to invest approximately $67.0 million in these properties during 2001. Capitalized expenditures for acquisitions, new development and additions to the existing portfolio were, in millions, $240.0, $213.2 and $176.0 during 2000, 1999 and 1998, respectively. All of the acquisitions and new development during 2000 were either initially financed under WRI's revolving credit facilities or funded with excess cash flow from our existing portfolio of properties. WRI's share of capitalized expenditures for unconsolidated joint ventures and partnerships were, in millions: $20.2, $11.1 and $.5 during 2000, 1999 and 1998. With respect to other 2001 capital needs, WRI signed a contract in January of 2001 to acquire 19 supermarket-anchored shopping centers in California for a total purchase price of $277.5 million, including the assumption of approximately $132 million of debt. This acquisition is expected to close in March of 2001 and will add approximately 2.5 million square feet to our portfolio. In addition, we completed the purchase of a 488,000 square foot retail center in Orlando, Florida in February of 2001 for $54.0 million. 23 Common and preferred dividends increased to $100.4 million in 2000, compared to $95.4 million in 1999 and $77.3 million in 1998. WRI satisfied its REIT requirement of distributing at least 95% of ordinary taxable income for each of the three years ended December 31, 2000. Our dividend payout ratio on common equity for 2000, 1999 and 1998 approximated 70.5%, 71.9% and 74.4%, respectively, based on funds from operations for the applicable year. In January 2000, WRI issued $10.5 million of ten-year 8.25% fixed-rate, unsecured medium term notes. In connection with this debt issuance, we entered into a ten-year interest rate swap agreement with a notional amount of $10.5 million to swap 8.25% fixed-rate interest for floating-rate interest. On January 4, 2001, we terminated this swap with the counter-party, resulting in the receipt of $.9 million. As the swap was accounted for as a hedge of the medium term note, the gain will be amortized over the remaining life of the note, which lowers the effective interest rate on the note to 7.4%. In July 2000, the Company issued a two-year $25 million variable-rate, unsecured medium term note that bears interest at 50 basis points over LIBOR and a three-year $25 million variable-rate note that bears interest at 60 basis points over LIBOR. At the time of issuance, the interest rates were 7.23% and 7.33%, respectively. During November and December of 2000, we entered into interest rate swap agreements, which fix the interest rates on these notes. We have determined these swap agreements are highly effective in offsetting future variable interest cash flows of the medium term notes and, accordingly, they have been designated as cash flow hedges. These swaps fix the interest rates at 7.02% and 6.80% for the two and three year notes, respectively. In December 2000, we completed three medium term note transactions totaling $36 million which included a twelve-year $11 million note bearing interest at 7.5%, a ten-year $10 million note bearing interest at 7.4% and a ten-year $15 million note bearing interest at 7.5%. In conjunction with acquisitions completed during 2000, we assumed $30.7 million of non-recourse debt secured by the related properties. The weighted average interest rate on this debt is 8.1%, and the average remaining life is 5.0 years. Additionally, non-recourse debt secured by retail properties held by joint ventures in which we participate was issued during 2000, our share of which totaled 17.8 million. The weighted average interest rate on our share of this debt is 7.9%. WRI had a $200 million unsecured revolving credit facility, which expired in November of 2000. Concurrently, we entered into a new three-year $350 million unsecured revolving credit facility with a syndicate of banks. This facility will mature in November of 2003 and contains a one-year extension, at our sole option. The facility bears interest at a rate of LIBOR plus 50 basis points. Additionally, the facility includes a competitive bid option that allows WRI to hold auctions at lower pricing for short-term funds for up to $175 million. WRI also has an unsecured and uncommitted overnight credit facility totaling $20 million to be used for cash management purposes. WRI will maintain adequate funds available under the $350 million revolving credit facility at all times to cover the outstanding balance under the $20 million facility. WRI has three interest rate swap contracts with an aggregate notional amount of $40 million which fix interest rates on a like amount of the $350 million revolver at 7.8%. One contract with a notional amount of $20 million expires in May of 2001 and the other two contracts expire in June of 2004. We have determined these swap agreements are highly effective in offsetting future variable interest cash flows of the revolving credit debt and, accordingly, they have been designated as cash flow hedges. Effective March 1, 2000, WRI finalized an unsecured $100 million revolving credit agreement with a bank. No amounts were outstanding under this line at year-end, and the agreement expired on February 28, 2001. In January 2001, WRI sold 4.5 million common shares of beneficial trust in a secondary public offering. In February, the underwriters exercised their over-allotment option and purchased an additional 200,000 shares. Net proceeds to WRI totaled $188.1 million based on a price of $42.19 per share and were used to pay down amounts outstanding under our $350 million revolving credit facility. We have a $400 million shelf registration statement on file under which $113.4 million was available after the sale of 4.7 million common shares in early 2001. Total debt outstanding increased to $792.4 million at December 31, 2000 from $593.0 million at December 31, 1999, primarily to fund acquisitions and new development. Total debt at December 31, 2000 includes $572.8 million on which interest rates are fixed, including the net effect of our $100.5 million of interest rate swaps, and $219.6 million which bears interest at variable rates. Additionally, debt totaling $123.2 million is secured by operating properties while the remaining $669.1 million is unsecured. 24 WRI will continue to closely monitor both the debt and equity markets and carefully consider its available alternatives, including both public and private placements. RESULTS OF OPERATIONS Rental revenues increased 10.5%, or $23.1 million, from $220.6 million in 1999 to $243.6 million in 2000 and by 16.3%, or $31.0 million, from $189.6 million in 1998. Of these increases, property acquisitions and new development contributed $21.5 million in 2000 and $27.0 million in 1999. The remaining portion of these increases is due to activity at our existing properties. Occupancy of our shopping centers increased to 93.4% at December 31, 2000 from 91.3% at the end of 1999. Occupancy of our industrial portfolio increased slightly from 91.0% at the end of 1999 to 91.2% at December 31, 2000 and occupancy of the total portfolio increased from 91.3% to 93.0% at year-end. These increases are due to a generally strong leasing environment in most of the markets in which we operate, and more specifically, the leasing of a substantial portion of large vacancies that arose in the latter part of 1999. In 2000, we completed 1,008 renewals or new leases comprising 4.9 million square feet at an average rental rate increase of 10.0%. Net of the amortized portion of capital costs for tenant improvements, the increase averaged 6.4%. Occupancy of our total portfolio decreased from 93.1% at December 31, 1998 to 91.3% at the end of 1999. In 1999, we completed 894 renewals or new leases comprising 4.8 million square feet at an average rental rate increase of 9.5%. Net of the amortized portion of capital costs for tenant improvements, the increase averaged 5.9%. Interest income totaled $5.5 million in 2000, $3.1 million in 1999 and $2.1 million in 1998. The increase in income in 2000 and 1999 was due to the funding of interim loans to our joint venture partners, pending the completion of permanent financing with third parties. Interest income should decrease in 2001 as this permanent financing was finalized during 2000. Direct costs and expenses of operating our properties (i.e., operating and ad valorem tax expenses) increased to $69.1 million in 2000 from $62.3 million in 1999 and $53.3 million in 1998. These increases are primarily due to property acquired and developed during these periods. Overall, direct operating costs and expenses as a percentage of rental revenues were 28% in 2000, 1999 and 1998. Bad debt expense increased from $.2 million in 1999 to $.9 million in 2000 due to tenant bankruptcies in 2000, primarily Weiners and Stage Stores. This resulted in an increase in the allowance for doubtful accounts from $.9 million in 1999 to $1.9 million in 2000. Depreciation and amortization have increased to $54.6 million in 2000 from $48.7 million in 1999 and $41.1 million in 1998, also as a result of the properties acquired and developed during these periods. General and administrative expense has increased to $8.2 million in 2000 from $7.5 million in 1999 and $7.1 million in 1998. These increases are due to normal compensation increases as well as increases in staffing necessitated by the growth in the portfolio. Gross interest costs, before capitalization of interest to development projects, increased from $35.8 million in 1999 to $47.4 million in 2000. This increase in interest cost was due mainly to an increase in the average debt outstanding from $499.7 million for 1999 to $652.9 million for 2000. The weighted-average interest rate increased from 7.14% in 1999 to 7.23% in 2000. Interest expense, net of amounts capitalized, increased $10.4 million from 1999. The amount of interest capitalized increased to $4.2 million in 2000 from $3.0 million in 1999 due to an increase in the amount of development activity during the year. Comparing 1999 to 1998, gross interest costs increased from $34.7 million in 1998 to $35.8 million in 1999. This was due to an increase in the average debt outstanding from $488.6 million in 1998 to $499.7 million in 1999. The weighted-average interest rate increased between the two periods from 7.10% in 1998 to 7.14% in 1999. Interest expense, net of amounts capitalized, decreased $.5 million from 1998. The amount of interest capitalized increased to $3.0 million in 1999 from $1.4 million in 1998 due to an increase in the amount of development activity during the year. The gain on sale of $20.6 million in 1999 was due primarily to the sale of 28.5 acres of undeveloped land and an 80% interest in certain industrial properties to American National Insurance Company. FUNDS FROM OPERATIONS The Board of Governors of the National Association of Real Estate Investment Trusts defines funds from operations as net income (loss) computed in accordance with generally accepted accounting principles, excluding gains or losses from sales of property, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In addition, NAREIT recommends that extraordinary items not be considered in arriving at FFO. We calculate FFO in a manner consistent with the NAREIT definition. Most industry analysts and equity REITs, including Weingarten, believe FFO is an alternative measure of performance relative to other REITs. 25 There can be no assurance that FFO presented by Weingarten is comparable to similarly titled measures of other REITs. FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing, or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements, or principal payments on indebtedness. Funds from operations is calculated as follows (in thousands):

2000 1999 1998 --------- --------- -------- Net income available to common shareholders . . . . . . . . . . . . $ 58,961 $ 76,537 $54,484 Depreciation and amortization . . . . . . . . . . . . . . . . . . . 53,624 48,099 40,387 Depreciation and amortization of unconsolidated joint ventures. . . 1,720 1,157 1,193 Gain on sales of property . . . . . . . . . . . . . . . . . . . . . (382) (20,594) (328) Gain on sales of property of unconsolidated joint ventures (2) (557) Extraordinary charge - early retirement of debt 190 1,392 --------- --------- -------- Funds from operations . . . . . . . . . . . . . . . . 113,923 105,387 96,571 Funds from operations attributable to operating partnership units . . . . . . . . . . . . . . . . . . . . . . . . 305 318 95 --------- --------- -------- Funds from operations assuming conversion of OP units $114,228 $105,705 $96,666 ========= ========= ======== Weighted average shares outstanding - basic . . . . . . . . . . . . 26,775 26,690 26,667 Effect of dilutive securities: Share options and awards. . . . . . . . . . . . . . . . . . . 52 58 132 Operating partnership units . . . . . . . . . . . . . . . . . 104 142 70 --------- --------- -------- Weighted average shares outstanding - diluted . . . . . . . . . . . 26,931 26,890 26,869 ========= ========= ========

EFFECTS OF INFLATION The rate of inflation was relatively unchanged in 2000. WRI has structured its leases, however, in such a way as to remain largely unaffected should significant inflation occur. Most of the leases contain percentage rent provisions whereby WRI receives rentals based on the tenants' gross sales. Many leases provide for increasing minimum rentals during the terms of the leases through escalation provisions. In addition, many of WRI's leases are for terms of less than ten years, which allows WRI to adjust rental rates to changing market conditions when the leases expire. Most of WRI's leases require the tenants to pay their proportionate share of operating expenses and ad valorem taxes. As a result of these lease provisions, increases due to inflation, as well as ad valorem tax rate increases, generally do not have a significant adverse effect upon WRI's operating results. NEW ACCOUNTING PRONOUNCEMENTS 26 In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended, was issued. This statement requires that an entity recognize all derivatives as either assets or liabilities and measure the instruments at fair value. The accounting for changes in fair value of a derivative depends upon its intended use. WRI adopted the provisions of this statement in the first quarter of fiscal year 2001. Based upon valuations at December 31, 2000, WRI would record liabilities totaling $1.9 million with a corresponding entry to other comprehensive income at that date relating to interest rate swaps that have been designated as cash flow hedges. The effect of this pronouncement on net income will be insignificant. In December 1999, the SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" was issued. This bulletin requires that revenue based on a percentage of tenants' sales be recognized only after the tenant exceeds their sales breakpoint. Implementation of this bulletin reduced revenue by an estimated $.6 million in 2000 and will have no effect on 2001. In July 2000, the Emerging Issues Task Force of the Financial Accounting Standards Board reached a consensus on EITF Issue No. 00-1,"Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures." This consensus requires that the proportionate share method of presenting balance sheet and income statement information for partnerships and other ventures in which entities have joint interest and control be discontinued, except in limited circumstances. WRI was required to conform with the guidance provided in this Issue effective December 31, 2000. Accordingly, the consolidated financial statements for all periods presented in this Annual Report have been restated to conform with the revised presentation. FORWARD-LOOKING STATEMENTS This Annual Report includes certain forward-looking statements reflecting WRI's expectations in the near term that involve a number of risks and uncertainties; however, many factors may materially affect the actual results, including demand for our properties, changes in rental and occupancy rates, changes in property operating costs, interest rate fluctuations, and changes in local and general economic conditions. Accordingly, there is no assurance that WRI's expectations will be realized. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK WRI uses fixed and floating-rate debt to finance its capital requirements. These transactions expose WRI to market risk related to changes in interest rates. Derivative financial instruments are used to manage a portion of this risk, primarily interest rate swap agreements with major financial institutions. These swap agreements expose WRI to credit risk in the event of non-performance by the counter-parties to the swaps. We do not engage in the trading of derivative financial instruments in the normal course of business. At December 31, 2000, WRI had fixed-rate debt of $572.8 million and variable-rate debt of $219.6 million, after adjusting for the effect of interest rate swaps. We also had variable-rate notes receivable from joint venture partners totaling $23.8 million at year-end. In the event interest rates were to increase 100 basis points, net income, funds from operations and future cash flows would decrease $2.0 million based upon the variable-rate debt and notes receivable outstanding at December 31, 2000. 27 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEPENDENT AUDITORS' REPORT To the Board of Trust Managers and Shareholders of Weingarten Realty Investors: We have audited the accompanying consolidated balance sheets of Weingarten Realty Investors (the "Company") as of December 31, 2000 and 1999, and the related statements of consolidated income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2000. Our audits also included the financial statement schedules listed in the Index at Item 14. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Weingarten Realty Investors at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in Note 17, the accompanying consolidated financial statements have been restated. DELOITTE & TOUCHE LLP Houston, Texas February 28, 2001 (October 24, 2001 as to Note 17) 28

STATEMENTS OF CONSOLIDATED INCOME (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Years Ended December 31, ------------------------------- 2000 1999 1998 --------- --------- --------- (As restated, Note 17) Revenues: Rentals . . . . . . . . . . . . . . . . . . . . . . $243,633 $220,552 $189,563 Interest income. . . . . . . . . . . . . . . . . . 5,476 3,097 2,060 Other. . . . . . . . . . . . . . . . . . . . . . . 3,136 1,829 1,380 Total. . . . . . . . . . . . . . . . . . . . . . 252,245 225,478 193,003 Expenses: Depreciation and amortization. . . . . . . . . . . . 54,597 48,668 41,051 Interest. . . . . . . . . . . . . . . . . . . . . . 43,190 32,792 33,338 Operating. . . . . . . . . . . . . . . . . . . . . . 37,689 34,480 29,432 Ad valorem taxes. . . . . . . . . . . . . . . . . . 31,439 27,781 23,845 General and administrative. . . . . . . . . . . . . 8,213 7,513 7,119 Total. . . . . . . . . . . . . . . . . . . . . . 175,128 151,234 134,785 Income Before Equity in Earnings of Joint Ventures, Minority Interest in Income of Partnerships, Gain on Sales of Property, and Extraordinary Charge. . 77,117 74,244 58,218 Equity in Earnings of Joint Ventures . . . . . . . . 4,150 3,655 4,469 Minority Interest in Income of Partnerships. . . . . (2,648) (2,173) (1,258) Gain on Sales of Property. . . . . . . . . . . . . . 382 20,594 328 Income Before Extraordinary Charge. . . . . . . . . . 79,001 96,320 61,757 --------- --------- --------- Extraordinary Charge (early retirement of debt) . . . (190) (1,392) Net Income. . . . . . . . . . . . . . . . . . . . . . $ 79,001 $ 96,130 $ 60,365 --------- --------- --------- Net Income Available to Common Shareholders . . . . . $ 58,961 $ 76,537 $ 54,484 ========= ========= ========= Net Income Per Common Share - Basic: Income Before Extraordinary Charge . . . . . . . $ 2.20 $ 2.88 $ 2.09 Extraordinary Charge. . . . . . . . . . . . . . . (.01) (.05) --------- --------- --------- Net Income. . . . . . . . . . . . . . . . . . . . $ 2.20 $ 2.87 $ 2.04 ========= ========= ========= Net Income Per Common Share - Diluted: Income Before Extraordinary Charge . . . . . . . $ 2.19 $ 2.86 $ 2.08 Extraordinary Charge . . . . . . . . . . . . . . (.01) (.05) --------- --------- --------- Net Income . . . . . . . . . . . . . . . . . . . $ 2.19 $ 2.85 $ 2.03 ========= ========= =========

See Notes to Consolidated Financial Statements. 29

CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) December 31, ------------------------ 2000 1999 ----------- ----------- (As restated, Note 17) ASSETS Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,730,617 $1,484,177 Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . (365,344) (322,386) ----------- ----------- Property - net . . . . . . . . . . . . . . . . . . . . . . . . . . 1,365,273 1,161,791 Investment in Real Estate Joint Ventures . . . . . . . . . . . . . . . 27,871 18,782 ----------- ----------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,393,144 1,180,573 ----------- ----------- Notes Receivable from Real Estate Joint Ventures and Partnerships. . . 38,636 69,158 Unamortized Debt and Lease Costs . . . . . . . . . . . . . . . . . . . 36,970 29,773 Accrued Rent and Accounts Receivable (net of allowance for doubtful accounts of $1,884 in 2000 and $909 in 1999) . . . . . . . . . . . . 24,485 19,373 Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . 7,321 4,603 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,025 16,615 ----------- ----------- Total. . . . . . . . . . . . . . . . . . . . . . . . . $1,517,581 $1,320,095 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 792,353 $ 592,978 Accounts Payable and Accrued Expenses. . . . . . . . . . . . . . . . . 63,884 57,059 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,891 4,637 ----------- ----------- Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 860,128 654,674 ----------- ----------- Minority Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 27,586 19,519 ----------- ----------- Commitments and Contingencies Shareholders' Equity: Preferred Shares of Beneficial Interest - par value, $.03 per share; shares authorized: 10,000 7.44% Series A cumulative redeemable preferred shares of beneficial interest; 3,000 shares issued and outstanding; liquidation preference $25 per share . . . . . . . . . . . . 90 90 7.125% Series B cumulative redeemable preferred shares of beneficial interest; 3,600 shares issued and 3,552 and 3,600 shares outstanding in 2000 and 1999; liquidation preference $25 per share. . . . . . . . . . . . . . . . . . 107 108 7.0% Series C cumulative redeemable preferred shares of beneficial interest; 2,300 shares issued and 2,266 and 2,297 shares outstanding in 2000 and 1999; liquidation preference $50 per share. . . . . . . . . . . . . . . . . . 68 69 Common Shares of Beneficial Interest - par value, $.03 per share; shares authorized: 150,000; shares issued and outstanding: 26,921 in 2000 and 26,695 in 1999. . . . . . . . . . . . . . . . 807 801 Capital Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . 758,363 753,030 Accumulated Dividends in Excess of Net Income. . . . . . . . . . . (129,568) (108,193) Deferred Compensation Obligation. . . . . . . . . . . . . . . . . . (3) ----------- ----------- Shareholders' Equity. . . . . . . . . . . . . . . . . . . . . . 629,867 645,902 ----------- ----------- Total. . . . . . . . . . . . . . . . . . . . . . . . . $1,517,581 $1,320,095 =========== ===========

See Notes to Consolidated Financial Statements. 30

STATEMENTS OF CONSOLIDATED CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, ---------------------------------- 2000 1999 1998 ---------- ---------- ---------- (As restated, Note 17) Cash Flows from Operating Activities: Net income $ 79,001 $ 96,130 $ 60,365 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 54,597 48,668 41,051 Equity in earnings of joint ventures (4,150) (3,655) (4,469) Minority interest in income of partnerships 2,648 2,173 1,258 Gain on sales of property (382) (20,594) (328) Extraordinary charge (early retirement of debt) 190 1,392 Changes in accrued rent and accounts receivable (5,171) (4,215) (463) Changes in other assets (15,577) (13,078) (12,717) Changes in accounts payable and accrued expenses 6,067 5,595 5,410 Other, net 5,591 2,340 1,555 ---------- ---------- ---------- Net cash provided by operating activities 122,624 113,554 93,054 ---------- ---------- ---------- Cash Flows from Investing Activities: Investment in properties (228,068) (185,667) (171,601) Notes receivable: Advances (41,786) (20,602) (12,598) Collections 75,054 9,761 4,408 Proceeds from sales and disposition of property 3,368 15,010 1,109 Purchase of marketable debt securities (14,951) Proceeds from sales of marketable debt securities 15,000 12,229 Real estate joint ventures and partnerships: Investments (12,475) (3,368) (882) Distributions 3,241 4,057 3,665 Other, net (514) (4) 241 ---------- ---------- ---------- Net cash used in investing activities (201,180) (165,813) (178,380) ---------- ---------- ---------- Cash Flows from Financing Activities: Proceeds from issuance of: Debt 211,557 125,898 136,363 Common shares of beneficial interest 1,398 546 301 Preferred shares of beneficial interest 111,263 159,552 Principal payments of debt (28,161) (85,532) (134,210) Common and preferred dividends paid (100,376) (95,397) (77,347) Other, net (3,144) (628) (354) ---------- ---------- ---------- Net cash provided by financing activities 81,274 56,150 84,305 ---------- ---------- ---------- Net increase (decrease) in cash and cash equivalents 2,718 3,891 (1,021) Cash and cash equivalents at January 1 4,603 712 1,733 ---------- ---------- ---------- Cash and cash equivalents at December 31 $ 7,321 $ 4,603 $ 712 ========== ========== ==========

See Notes to Consolidated Financial Statements. 31

STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY (AMOUNTS IN THOUSANDS) Years Ended December 31, 2000, 1999 and 1998 Preferred Common Accumulated Shares of Shares of Dividends in Deferred Beneficial Beneficial Capital Excess of Compensation Interest Interest Surplus Net Income Obligation ------------ ----------- --------- -------------- -------------- Balance, January 1, 1998 . . . . . . . . . . $ 800 $481,130 $ (91,944) Net income . . . . . . . . . . . . . . . . 60,365 Issuance of Series A preferred shares . . $ 90 72,422 Issuance of Series B preferred shares . . . 108 86,932 Shares issued under benefit plans . . . . . 696 Dividends declared - common shares . . . . (71,466) Dividends declared - preferred shares . . . (5,881) Adjustment for cumulative effect of adopting accounting for deferred compensation plan: Common shares held in plan . . . . . $ (3,531) Deferred compensation obligation . . . 3,458 ------------ ----------- --------- -------------- -------------- Balance, December 31, 1998 . . . . . . . . . 198 800 641,180 (108,926) (73) Net income . . . . . . . . . . . . . . . . 96,130 Issuance of Series C preferred shares . . . 69 111,119 Shares issued under benefit plans . . . . 1 883 Dividends declared - common shares . . . . (75,804) Dividends declared - preferred shares . . . (19,593) Redemption of Series C preferred shares . . (152) Deferred compensation obligation . . . . . 70 ------------ ----------- --------- -------------- -------------- Balance, December 31, 1999 . . . . . . . . . 267 801 753,030 (108,193) (3) Net income . . . . . . . . . . . . . . . . 79,001 Shares issued under benefit plans . . . . . 2 1,783 Shares issued in exchange for interest in limited partnerships . . . . . . . . . 2 3,554 Dividends declared - common shares. . . . . (80,336) Dividends declared - preferred shares . . . (20,040) Redemption of Series B preferred shares. . (1) 1 (2) Redemption of Series C preferred shares. . (1) 1 (2) Deferred compensation obligation . . . . . 3 ------------ ----------- --------- -------------- -------------- Balance, December 31, 2000 . . . . . . . . . $ 265 $ 807 $758,363 $ (129,568) $ - ============ =========== ========= ============== ==============

See Notes to Consolidated Financial Statements. 32 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Weingarten Realty Investors, a Texas real estate investment trust, is engaged in the acquisition, development and management of real estate, primarily anchored neighborhood and community shopping centers and, to a lesser extent, industrial properties. Over 69% of the square footage of WRI's portfolio is in Texas, with the remainder located primarily throughout the southwestern part of the United States. WRI's major tenants include supermarkets, drugstores and other retailers who generally sell basic necessity-type commodities. WRI currently operates and intends to operate in the future as a real estate investment trust. Basis of Presentation In July 2000, the Emerging Issues Task Force of the Financial Accounting Standards Board reached a consensus on EITF Issue No. 00-1, "Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures." This consensus requires that the proportionate share method of presenting balance sheet and income statement information for partnerships and other ventures in which entities have joint interest and control be discontinued, except in limited circumstances. WRI was required to conform with the guidance provided in this Issue effective December 31, 2000. Accordingly, the consolidated financial statements for all periods have been restated to include the accounts of WRI and its subsidiaries, as well as 100% of the accounts of joint ventures and partnerships over which WRI exercises financial and operating control and the related amounts of minority interests. All significant intercompany balances and transactions have been eliminated. Investments in joint ventures and partnerships where WRI has the ability to exercise significant influence but does not exercise financial and operating control are accounted for using the equity method. Revenue Recognition Rental revenue is generally recognized on a straight-line basis over the life of the lease. Revenue from tenant reimbursements of taxes, maintenance expenses and insurance is recognized in the period the related expense is recorded. Revenue based on a percentage of tenants' sales was estimated and accrued ratably over the year in 1999 and 1998. Beginning January 1, 2000, such revenue was recognized only after the tenant exceeded their sales breakpoint, in accordance with the SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." Implementation of this bulletin reduced revenue by an estimated $.6 million in 2000 and will have no effect on 2001. Property Real estate assets are stated at cost less accumulated depreciation, which, in the opinion of management, is not in excess of the individual property's estimated undiscounted future cash flows, including estimated proceeds from disposition. Depreciation is computed using the straight-line method, generally over estimated useful lives of 18-50 years for buildings and 10-20 years for parking lot surfacing and equipment. Major replacements where the betterment extends the useful life of the asset are capitalized and the replaced asset and corresponding accumulated depreciation are removed from the accounts. All other maintenance and repair items are charged to expense as incurred. WRI's properties are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis to the carrying amount of such property. Such carrying amount would be adjusted, if necessary, to estimated fair value to reflect an impairment in the value of the asset. Capitalization Carrying charges, principally interest and ad valorem taxes, on land under development and buildings under construction are capitalized as part of land under development and buildings and improvements. 33 Deferred Charges Debt and lease costs are amortized primarily on a straight-line basis over the terms of the debt and over the lives of leases, respectively. Use of Estimates The preparation of financial statements requires management to make use of estimates and assumptions that affect amounts reported in the financial statements as well as certain disclosures. Actual results could differ from those estimates. Per Share Data Net income per common share - basic is computed using net income available to common shareholders and the weighted average shares outstanding. Net income per common share - diluted includes the effect of potentially dilutive securities for the periods indicated, as follows (in thousands):

2000 1999 1998 ------- ------- ------- Numerator: Net income available to common shareholders - basic . $58,961 $76,537 $54,484 Income attributable to operating partnership units . . 131 141 37 ------- ------- ------- Net income available to common shareholders - diluted $59,092 $76,678 $54,521 ======= ======= ======= Denominator: Weighted average shares outstanding - basic . . . . . 26,775 26,690 26,667 Effect of dilutive securities: Share options and awards . . . . . . . . . . . . . 52 58 132 Operating partnership units . . . . . . . . . . . 104 142 70 ------- ------- ------- Weighted average shares outstanding - diluted . . . . 26,931 26,890 26,869 ======= ======= =======

Options to purchase 893,401, 550,200 and 13,200 common shares in 2000, 1999 and 1998, respectively, were not included in the calculation of net income per common share - diluted as the exercise prices were greater than the average market price for the year. On January 29, 2001, WRI issued 4.5 million common shares of beneficial interest in a secondary public offering. On February 27, 2001, an additional 200,000 shares were sold upon exercise of a portion of the over-allotment option. Had these transactions occurred on January 1, 2000, earnings per common share-basic and earnings per common share-diluted for the year ended December 31, 2000 would have both decreased by $.07. Statements of Cash Flows WRI considers all highly liquid investments with original maturities of three months or less as cash equivalents. WRI issued .1 million common shares of beneficial interest in 2000 valued at $3.6 million in exchange for interests in limited partnerships which had been formed to acquire operating properties. We assumed debt and/or capital lease obligations totaling $30.7 million, $39.1 million and $6.7 million in connection with purchases of property during 2000, 1999 and 1998, respectively. We issued limited partnership interests in exchange for property valued at $4.0 million in 1998, and in connection with the sale of improved properties in 1999, we received notes receivable totaling $41.4 million. Comprehensive Income WRI adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" in 1998. For the years presented, WRI did not have significant amounts of comprehensive income. 34 New Accounting Pronouncement In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended, was issued. This statement requires that an entity recognize all derivatives as either assets or liabilities and measure the instruments at fair value. The accounting for changes in fair value of a derivative depends upon its intended use. WRI adopted the provisions of this statement in the first quarter of fiscal year 2001. Based upon valuations at December 31, 2000, WRI would record liabilities totaling $1.9 million with a corresponding entry to other comprehensive income at that date relating to interest rate swaps that have been designated as cash flow hedges. The effect of this pronouncement on net income and funds from operations will be insignificant. Reclassifications Certain reclassifications of prior years' amounts have been made to conform with the current year presentation. NOTE 2. DEBT WRI's debt consists of the following (in thousands):

DECEMBER 31, ------------------ 2000 1999 -------- -------- Fixed-rate debt payable to 2015 at 6.0% to 10.0% . . . . . $472,271 $423,906 Variable-rate unsecured notes payable. . . . . . . . . . . 50,000 Unsecured notes payable under revolving credit agreements. 230,100 114,000 Obligations under capital leases . . . . . . . . . . . . . 33,467 48,467 Industrial revenue bonds payable to 2015 at 5.0% to 7.1% . 6,010 6,141 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 505 464 -------- -------- Total. . . . . . . . . . . . . . . . . . . . . . . . $792,353 $592,978 ======== ========

In November 2000, WRI entered into a new unsecured $350 million revolving credit agreement with a syndicate of banks. The agreement expires in November 2003, but we can request a one-year extension of the agreement, solely at our option. We also have an agreement for an unsecured and uncommitted overnight credit facility totaling $20 million with a bank to be used for cash management purposes. We will maintain adequate funds available under our revolving credit facilities at all times to cover the outstanding balance under the $20 million facility. WRI also has letters of credit totaling $19.3 million outstanding under the $350 million revolving credit facility at December 31, 2000. The revolving credit agreements are subject to normal banking terms and conditions and do not adversely restrict our operations or liquidity. On March 1, 2000, we finalized an additional $100 million revolving credit agreement with a bank, which expired February 28, 2001. There were no amounts outstanding under this line at year-end. At December 31, 2000, the variable interest rate for notes payable under the $20 million revolving credit agreement was 7.0%. During 2000, the maximum balance and weighted average balance outstanding under all three credit facilities were $232.9 million and $152.5 million, respectively, at an average interest rate of 6.97%. WRI made cash payments for interest on debt, net of amounts capitalized, of $40.8 million in 2000, $31.9 million in 1999 and $32.4 million in 1998. Various leases and properties and current and future rentals from those leases and properties collateralize certain debt. At December 31, 2000 and 1999, the carrying value of such property aggregated $221.6 million and $175.1 million, respectively. WRI has three interest rate swap contracts with an aggregate notional amount of $40 million that serve as a hedge against changes in interest rates on a like amount of our $350 million variable-rate revolving credit facility. Such contracts, which expire through 2004, have been outstanding since their purchase in 1992 and fix the interest rate at 7.8%. We also entered into two additional interest rate swaps for a notional amount of $25 million each which serve as hedges against changes in interest rates on two separate $25 million variable-rate medium term notes which mature in 2002 and 2003. These swaps fix the interest rates on the medium term notes at 7.0% and 6.8% for the two-year and three-year notes, respectively. The interest rate swaps increased interest expense and decreased net income by $.5 million in 2000, $1.0 million in 1999 and $.9 million in 1998. The interest rate swaps increased the average interest rate for our debt by .1% for 2000 and .2% for 1999 and 1998. WRI could be exposed to credit losses in the event of non-performance by the counter-party; however, the likelihood of such non-performance is remote. 35 In January 2000, WRI issued $10.5 million of ten-year 8.25% fixed-rate, unsecured medium term notes. In connection with this debt issuance, we entered into a ten-year interest rate swap agreement with a notional amount of $10.5 million to swap 8.25% fixed-rate interest for floating-rate interest. On January 4, 2001, we terminated this swap with the counter-party, resulting in the receipt of $.9 million. As the swap was accounted for as a hedge of the medium term note, the gain will be amortized over the remaining life of the note, which lowers the effective interest rate on the note to 7.4%. In July 2000, the Company issued a two-year $25 million variable-rate, unsecured medium term note that bears interest at 50 basis points over LIBOR and a three-year $25 million variable-rate note that bears interest at 60 basis points over LIBOR. At the time of issuance, the interest rates were 7.23% and 7.33%, respectively. During November and December of 2000, we entered into interest rate swap agreements which fix the interest rates on these notes. In December 2000, we completed three fixed-rate medium term note transactions totaling $36 million which included a twelve-year $11 million note bearing interest at 7.5%, a ten-year $10 million note bearing interest at 7.4% and a ten-year $15 million note bearing interest at 7.5%. In conjunction with acquisitions completed during 2000, we assumed $30.7 million of non-recourse debt secured by the related properties. The weighted average interest rate on this debt is 8.1%, and the average remaining life is 5.0 years. Additionally, ten-year non-recourse debt secured by retail properties held by joint ventures in which we participate was issued during 2000, our share of which totaled $17.8 million. The weighted average interest rate on this debt is 7.90%. In the third quarter of 1999, WRI filed a $400 million shelf registration statement with the SEC, which allows for the issuance of debt or equity securities or warrants. The unused portion of the shelf registration was $311.7 million at December 31, 2000 and $113.4 million following the sale of 4.7 million common shares in early 2001. WRI's debt can be summarized as follows (in thousands):

DECEMBER 31, -------------------- 2000 1999 --------- --------- As to interest rate (including the effects of interest rate swaps): Fixed-rate debt . . . . . . . . . . . . . . $ 572,783 $ 499,906 Variable-rate debt. . . . . . . . . . . . . . 219,570 93,072 --------- --------- Total . . . . . . . . . . . . . . . . . . $ 792,353 $ 592,978 ========= ========= As to collateralization: Unsecured debt. . . . . . . . . . . . . . . $ 669,106 $ 481,464 Secured debt. . . . . . . . . . . . . . . . 123,247 111,514 --------- --------- Total . . . . . . . . . . . . . . . . . . $ 792,353 $ 592,978 ========= =========

36 Scheduled principal payments on our debt (excluding $230.1 million due under our revolving credit agreements and $21 million of capital leases) are due during the following years (in thousands):

2001. . . . . . . $ 34,244 2002. . . . . . . 69,503 2003. . . . . . . 53,671 2004. . . . . . . 52,961 2005. . . . . . . 62,989 2006 through 2010 228,374 2011 through 2015 39,511

Various debt agreements contain restrictive covenants, the most restrictive of which requires WRI to maintain a pool of qualifying assets, as defined, of not less than 185% of unsecured debt. Other restrictions include minimum interest and fixed charge coverage ratios, minimum unencumbered interest coverage ratios, minimum net worth requirements and both secured and unsecured debt to total asset value measures. Management believes that WRI is in compliance with all restrictive covenants. NOTE 3. PREFERRED SHARES In February 1998, WRI issued $75 million of 7.44% Series A cumulative redeemable preferred shares with a liquidation preference of $25 per share. The shares are callable at WRI's option any time after March 31, 2003 and have no stated maturity. In October 1998, WRI issued $90 million of 7.125% Series B cumulative redeemable preferred shares with a liquidation preference of $25 per share and no stated maturity. WRI can elect to redeem the shares anytime after October 20, 2003. The Series B shares are redeemable by the holder only upon their death and are also redeemable in either cash or common shares at our option. There are limitations on the number of shares per shareholder and in the aggregate that may be redeemed per year. In January 1999, WRI issued $115 million of 7.0% Series C cumulative redeemable preferred shares with a liquidation preference of $50 per share and no stated maturity. WRI can elect to redeem these shares anytime after March 15, 2004. The redemption rights of the shareholders and the related restrictions are effectively the same as for the Series B preferred shares. The proceeds of these offerings were used to pay down amounts outstanding under WRI's revolving credit facilities, to fund acquisition and new development activity, to retire $35 million of 9.11% secured notes payable and to retire $82 million of variable-rate, medium term notes due in 2000. Any redemption of preferred shares initiated by WRI must be funded with proceeds from an offering of additional common or preferred shares. NOTE 4. PROPERTY WRI's property consists of the following (in thousands):

DECEMBER 31, ---------------------- 2000 1999 ---------- ---------- Land . . . . . . . . . . . $ 328,462 $ 274,047 Land held for development. 24,013 22,964 Land under development . . 42,430 14,755 Buildings and improvements 1,302,092 1,163,051 Construction in-progress . 33,620 9,360 ---------- ---------- Total. . . . . . . . . . . $1,730,617 $1,484,177 ========== ==========

37 The following carrying charges were capitalized (in thousands):

DECEMBER 31, ---------------------- 2000 1999 1998 ------ ------ ------ Interest . . . . $4,204 $3,037 $1,375 Ad valorem taxes 333 326 50 ------ ------ ------ Total. . . $4,537 $3,363 $1,425 ====== ====== ======

During 2000, WRI acquired ten shopping centers and five industrial properties. Three of the shopping center acquisitions were made through investment in joint ventures which are accounted for under the equity method. These transactions added 2.0 million square feet to our portfolio and represent an investment of $164.8 million. In 2000, WRI acquired land at nine separate locations for the development of retail shopping centers. We also completed new development totaling $22 million, which added 215,000 square feet to the portfolio. NOTE 5. INVESTMENTS IN REAL ESTATE JOINT VENTURES WRI owns interests in 17 joint ventures or limited partnerships where we do not exercise financial and operating control. These partnerships are accounted for under the equity method since WRI exercises significant influence. Our interests range from 20% to 75% and, with the exception of our partnership with American National Insurance Company ("AN") discussed further below, each venture owns a single real estate asset. Combined condensed financial information of these ventures is summarized as follows (in thousands):

December 31, -------------------- 2000 1999 --------- --------- Combined Balance Sheets Property . . . . . . . . . . . . . . . . . . . . . $176,247 $111,214 Accumulated Depreciation . . . . . . . . . . . . . (21,755) (18,384) --------- --------- Property - net . . . . . . . . . . . . . . . . 154,492 92,830 Other Assets . . . . . . . . . . . . . . . . . . . 10,800 6,043 --------- --------- Total. . . . . . . . . . . . . . . . . . $165,292 $ 98,873 ========= ========= Debt . . . . . . . . . . . . . . . . . . . . . . . $ 77,274 $ 2,866 Amounts Payable to WRI . . . . . . . . . . . . . . 16,622 57,434 Other Liabilities . . . . . . . . . . . . . . . . . 5,359 2,578 Accumulated Equity. . . . . . . . . . . . . . . . . 66,037 35,995 --------- --------- Total. . . . . . . . . . . . . . . . . . . . $165,292 $ 98,873 ========= =========

38

Years Ended December 31, ------------------------- 2000 1999 1998 ------- ------- ------- Combined Statements of Income Revenues. . . . . . . . . . . . . . . . . . . . $21,301 $10,960 $11,363 ------- ------- ------- Expenses: Depreciation and amortization . . . . . . . . 3,924 1,991 1,919 Operating . . . . . . . . . . . . . . . . . . 3,208 1,943 2,089 Interest . . . . . . . . . . . . . . . . . . . 6,427 1,538 1,681 Ad valorem taxes . . . . . . . . . . . . . . . 2,731 1,280 1,325 General and administrative . . . . . . . . . . 18 16 17 ------- ------- ------- Total . . . . . . . . . . . . . . . . . . . . . 16,308 6,768 7,031 ------- ------- ------- Gain on sales of property . . . . . . . . . . 5 1,114 ------- ------- ------- Net Income . . . . . . . . . . . . . . . . . . $ 4,993 $ 4,197 $ 5,446 ======= ======= =======

Our investment in real estate joint ventures, as reported on the balance sheets, differs from our proportionate share of the joint ventures' underlying net assets due to basis differentials which arose upon the transfer of assets from WRI to the joint ventures. This basis differential which totaled $2.0 million at December 31, 2000 and 1999, respectively, is depreciated over the useful lives of the related assets. Fees earned by WRI for the management of these joint ventures totaled, in millions, $.4 in 2000, $.1 in 1999 and $.1 in 1998. In 1999, we entered into a limited partnership, Weingarten-Murphy, LTD., which was formed to develop a shopping center in a suburb of Dallas. WRI is the general partner and owns a 50% interest in the partnership. In December 1999, WRI sold seven industrial properties totaling 2.0 million square feet to a limited partnership, AN/WRI PARTNERSHIP, LTD. in which we retained 20% ownership. WRI serves as general partner. WRI loaned $41.4 million to the partnership until August of 2000, at which time the loan was replaced with a ten-year non-recourse third party mortgage with an interest rate of 8.1%. In March 2000, WRI formed a strategic joint venture with an institutional investor to acquire $200 million of real estate assets using limited leverage. Each asset purchase is made by a separate limited partnership in which WRI has a 30% interest. As general partner in the joint venture, WRI is responsible for the acquisition process, as well as, the on-going leasing and management activities of the acquired properties, subject to limited partner approval of significant transactions. Two shopping centers were acquired in June and one in August of this year under this joint venture arrangement. WRI loaned these three partnerships an aggregate of $32.0 million which was replaced with ten-year non-recourse third party mortgages with a weighted average rate of 7.8%. NOTE 6. RELATED PARTY TRANSACTIONS WRI has mortgage bonds and notes receivable from WRI Holdings, Inc. of $3.8 million and $3.9 million, net of deferred gain of $3.0 million at December 31, 2000 and 1999, respectively. WRI and WRI Holdings share certain directors and are under common management. Unimproved land and an investment in a joint venture which owns and manages a motor hotel collateralize these receivables. The bonds and notes bear interest at rates of 16% and prime plus 1%, respectively. However, due to WRI Holdings' poor financial condition, WRI has limited the recognition of interest income for financial statement purposes to the amount of cash payments received. WRI did not receive any interest payments in 1999 or 2000 and does not anticipate receiving such payments in the near term. No interest income has been recognized for financial reporting purposes in the last three years. In the second quarter of 1998, WRI purchased 13.7 acres of undeveloped land from WRI Holdings to be used for the development of a luxury apartment complex in Conroe, Texas. The purchase price was $2.2 million and was based upon an 39 independent third party appraisal. WRI Holdings used the proceeds to pay down amounts outstanding under mortgage bonds and notes payable to WRI. In December 1999, undeveloped land from WRI Holdings of 102.6 acres was sold and the net proceeds of $8.1 million were used to pay down amounts outstanding under mortgage bonds and notes payable to WRI. WRI's unrecorded receivable for interest on the mortgage bonds and notes receivable was $23.6 million and $20.9 million at December 31, 2000 and 1999, respectively. Interest income not recognized by WRI for financial reporting purposes aggregated, in millions, $2.7, $4.2 and $4.8 for 2000, 1999 and 1998, respectively. WRI does not anticipate recovery of the unrecorded receivable in the future. WRI owns interests in several joint ventures and partnerships. Notes receivable from these entities bear interest at 8% to 10.5% at December 31, 2000, are due at various dates through 2028 and are generally secured by real estate assets. WRI recognized interest income on these notes as follows, in millions: $5.0 in 2000; $2.3 in 1999 and $1.5 in 1998. The Chase Manhattan Bank is a significant participant in and the agent for the banks that provide WRI's $350 million revolving credit agreement and is a counter-party in four interest rate swap agreements with WRI. An executive officer of J.P. Morgan Chase serves on the WRI Board of Trustees. NOTE 7. FEDERAL INCOME TAX CONSIDERATIONS Federal income taxes are not provided because WRI believes it qualifies as a REIT under the provisions of the Internal Revenue Code. Shareholders of WRI include their proportionate taxable income in their individual tax returns. As a REIT, we must distribute at least 95% of our ordinary taxable income to our shareholders and meet certain income source and investment restriction requirements. Taxable income differs from net income for financial reporting purposes principally because of differences in the timing of recognition of interest, ad valorem taxes, depreciation, rental revenue, pension expense and installment gains on sales of property. As a result of these differences, the book value of our net assets exceeds the tax basis by $4.6 million at December 31, 2000. For federal income tax purposes, the cash dividends distributed to common shareholders are characterized as follows:

2000 1999 1998 ------ ------ ------ Ordinary income . . . . . . . . . . . . . 87.1% 84.2% 97.0% Return of capital (generally non-taxable) . 12.7 4.0 2.1 Capital gain distributions . . . . . . . . .2 11.8 .9 ------ ------ ------ Total . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% ====== ====== ======

NOTE 8. LEASING OPERATIONS WRI's lease terms range from less than one year for smaller tenant spaces to over twenty-five years for larger tenant spaces. In addition to minimum lease payments, most of the leases provide for contingent rentals (payments for taxes, maintenance and insurance by lessees and for an amount based on a percentage of the tenants' sales). Future minimum rental income from non-cancelable tenant leases at December 31, 2000, in millions, is: $191.3 in 2001; $166.2 in 2002; $142.6 in 2003; $119.2 in 2004; $95.7 in 2005 and $523.7 thereafter. The future minimum rental amounts do not include estimates for contingent rentals. Such contingent rentals, in millions, aggregated $50.3 in 2000, $44.5 in 1999 and $39.6 in 1998. 40 NOTE 9. COMMITMENTS AND CONTINGENCIES WRI leases land and one shopping center from the owners and then subleases these properties to other parties. Future minimum rental payments under these operating leases, in millions, are: $1.2 in 2001; $1.1 in 2002; $1.0 in 2003; $.8 in 2004; $.7 in 2005 and $4.4 thereafter. Future minimum rental payments on these leases have not been reduced by future minimum sublease rentals aggregating $20.1 million through 2036 that are due under various non-cancelable subleases. Rental expense (including insignificant amounts for contingent rentals) for operating leases aggregated, in millions: $2.5 in 2000, $3.8 in 1999 and $2.6 in 1998. Sublease rental revenue (excluding amounts for improvements constructed by WRI on the leased land) from these leased properties was as follows, in millions: $3.1 in 2000, $2.9 in 1999 and $2.8 in 1998. Property under capital leases, consisting of four shopping centers, aggregated $29.1 and $41.1 million, respectively, at December 31, 2000 and 1999 and is included in buildings and improvements. Amortization of property under capital leases is included in depreciation and amortization expense. Future minimum lease payments under these capital leases total $67.2 million, with annual payments due, in millions, of $1.8 in each of 2001 and 2002; $1.9 in each of 2003 and 2004; $2.0 in 2005; and $57.8 thereafter. The amount of these total payments representing interest is $33.7 million. Accordingly, the present value of the net minimum lease payments is $33.5 million at December 31, 2000. In 1998 and 1997, WRI formed limited partnerships to acquire certain property. WRI exercises operating and financial control of the partnerships and consolidates their operations in the accompanying consolidated financial statements. The partnership agreements allow for the outside limited partners to put their interests to the partnership for the original consideration of $5.7 million payable in cash or WRI common shares at the option of WRI. In 2000, WRI issued .1 million common shares of beneficial interest valued at $3.6 million in exchange for certain of these limited partnership interests. WRI is involved in various matters of litigation arising in the normal course of business. While WRI is unable to predict with certainty the amounts involved, WRI's management and counsel are of the opinion that, when such litigation is resolved, WRI's resulting liability, if any, will not have a material effect on WRI's consolidated financial statements. NOTE 10. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of WRI's financial instruments was determined using available market information and appropriate valuation methodologies as of December 31, 2000. Unless otherwise described below, all other financial instruments are carried at amounts which approximate their fair values. Based on rates currently available to WRI for debt with similar terms and average maturities, fixed-rate debt with carrying values of $572.8 million and $499.9 million have fair values of approximately $575.9 million and $485.6 million at December 31, 2000 and 1999, respectively. The fair value of WRI's variable-rate debt approximates its carrying values of $219.6 million and $93.1 million at year-end 2000 and 1999, respectively. The fair value of the interest rate swap agreements is based on the estimated amounts WRI would receive or pay to terminate the contracts. If WRI had terminated these agreements at December 31, 2000 and 1999, WRI would have paid $1.9 million and $1.1 million at each year-end, respectively. 41 NOTE 11. SHARE OPTIONS AND AWARDS WRI had an incentive share option plan, which provided for the issuance of options and share awards up to a maximum of 700,000 common shares that expired in December 1997. Options granted under this plan become exercisable in equal increments over a three-year period. WRI has an additional share option plan, which grants 100 share options to every employee of WRI, excluding officers, upon completion of each five-year interval of service. This plan, which expires in 2002, provides options for a maximum of 100,000 common shares. Options granted under this plan are exercisable immediately. For both of these share option plans, options are granted to employees of WRI at an exercise price equal to the quoted fair market value of the common shares on the date the options are granted and expire upon termination of employment or ten years from the date of grant. In 2000, WRI granted 370,801 share options under a compensatory incentive share plan. This plan, which expires in 2002, provides for the issuance of up to 1,750,000 shares, either in the form of restricted shares or share options. Prior to 2000, the restricted shares generally vested over a ten-year period, with potential acceleration of vesting due to appreciation in the market value of our common shares. Beginning in 2000, the vesting period is five years. The share options granted to non-officers vest over a three-year period beginning one year after the date of grant and over a seven-year period beginning two years after the date of grant for officers. Share options were granted at the quoted fair market value on the date of grant. Restricted shares are issued at no cost to the employee, and as such we recognized compensation expense relating to restricted shares as follows, in millions: $ .3 in 2000, 1999 and 1998. WRI does not recognize compensation cost for share options when the option exercise price equals or exceeds the quoted fair market value on the date of the grant. Had we determined compensation cost for our share option and award plans based on the fair value of the options granted at the grant dates, our proforma net income available to common shareholders would have been as follows, in millions: $58.7, $75.9 and $53.8 in 2000, 1999 and 1998, respectively. Proforma net income per common share - basic would have been $2.19, $2.84 and $2.02 in 2000, 1999 and 1998, respectively. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing method with the following weighted-average assumptions in 2000, 1999 and 1998, respectively: dividend yield of 6.9%, 7.3% and 6.5%; expected volatility of 15.4%, 18.1% and 18.1%; expected lives of 7.4, 6.9 and 6.9 and risk-free interest rates of 5.1%, 6.6% and 4.8%. Following is a summary of the option activity for the three years ended December 31, 2000:

SHARES WEIGHTED UNDER AVERAGE OPTION EXERCISE PRICE ---------- --------------- Outstanding, January 1, 1998 . 1,175,025 $ 37.85 Granted. . . . . . . . . . . . 14,900 42.99 Canceled . . . . . . . . . . . (7,802) 40.14 Exercised. . . . . . . . . . . (29,344) 34.01 ---------- Outstanding, December 31, 1998 1,152,779 37.99 Granted. . . . . . . . . . . . 17,900 41.29 Canceled . . . . . . . . . . . (14,800) 40.23 Exercised. . . . . . . . . . . (39,089) 32.95 ---------- Outstanding, December 31, 1999 1,116,790 38.19 Granted. . . . . . . . . . . . 371,801 42.17 Canceled . . . . . . . . . . . (27,800) 42.17 Exercised. . . . . . . . . . . (45,000) 34.40 ---------- Outstanding, December 31, 2000 1,415,791 $ 39.28 ===========

The number of share options exercisable at December 31, 2000, 1999 and 1998 was 920,000, 728,000 and 432,000, respectively. Options exercisable at year-end 2000 had a weighted average exercise price of $38.23. The weighted average fair value per share of options granted during 2000, 1999 and 1998 was $2.92, $4.25 42 and $4.05, respectively. Share options outstanding at December 31, 2000 had exercise prices ranging from $25.00 to $45.81 and a weighted average remaining contractual life of 6.1 years. Approximately 94% of the options outstanding at year-end 2000 have exercise prices between $37.00 and $42.63 and a weighted average contractual life of 6.4 years. There were 629,000 common shares available for the future grant of options or awards at December 31, 2000. NOTE 12. EMPLOYEE BENEFIT PLANS WRI has a Savings and Investment Plan to which eligible employees may elect to contribute from 1% to 12% of their salaries. Employee contributions are matched by WRI at the rate of $.50 per $1.00 for the first 6% of the employee's salary. The employees vest in the employer contributions ratably over a six-year period. Compensation expense related to the plan was $.3 million in 2000, 1999 and 1998. Effective April 1, 1999, WRI adopted an Employee Share Purchase Plan under which 250,000 WRI common shares have been authorized. These shares, as well as common shares purchased by WRI on the open market, are made available for sale to employees at a discount of 15%. Shares purchased by the employee under the plan are restricted from being sold for two years from the date of purchase or until termination of employment with WRI. During 2000, a total of 9,759 shares were purchased by employees at an average price of $37.73. WRI has a defined benefit pension plan covering substantially all of its employees. The benefits are based on years of service and the employee's compensation during the last five years of service. Our funding policy is to make annual contributions as required by applicable regulations; however, we have not been required to make contributions for any of the past three years. Reconciliation of the benefit obligation, plan assets at fair value and the funded status of the plan are as follows (in thousands): 2000 1999 -------- -------- Benefit obligation at beginning of year . . . . . $10,703 $10,485 Service cost. . . . . . . . . . . . . . . . . . . 539 533 Interest cost . . . . . . . . . . . . . . . . . . 746 729 Actuarial gain. . . . . . . . . . . . . . . . . . (640) (841) Benefit payments. . . . . . . . . . . . . . . . . (219) (203) -------- -------- Benefit obligation at end of year . . . . . . . . $11,129 $10,703 ======== ======== Fair value of plan assets at beginning of year. . $12,057 $10,676 Actual return on plan assets. . . . . . . . . . . 405 1,584 Benefit payments. . . . . . . . . . . . . . . . . (219) (203) -------- -------- Fair value of plan assets at end of year. . . . . $12,243 $12,057 ======== ======== Plan assets at fair value less benefit obligation $ 1,114 $ 1,354 Unrecognized gain . . . . . . . . . . . . . . . . (2,785) (3,096) -------- -------- Pension liability . . . . . . . . . . . . . . . . $(1,671) $(1,742) ======== ======== 43 The components of net periodic pension cost are as follows (in thousands): 2000 1999 1998 -------- ------ ------ Service cost. . . . . . . . . . $ 539 $ 533 $ 457 Interest cost . . . . . . . . . 746 729 663 Expected return on plan assets. (1,075) (950) (923) Prior service cost. . . . . . . 8 47 Recognized gains. . . . . . . . (281) (59) (124) -------- ------ ------ Total . . . . . . . . $ (71) $ 261 $ 120 ======== ====== ====== Assumptions used to develop periodic expense and the actuarial present value of the benefit obligations were: 2000 1999 1998 ----- ----- ----- Weighted average discount rate. . . . . . . . . . 7.5% 7.5% 6.7% Expected long-term rate of return on plan assets. 9.0% 9.0% 9.0% Rate of increase in compensation levels . . . . . 5.0% 5.0% 5.0% WRI also has a non-qualified supplemental retirement plan for officers of WRI, which provides for benefits in excess of the statutory limits of its defined benefit pension plan. The obligation is funded in a grantor trust with our common shares. We recognized expense as follows, in millions: $.3 in 2000, 1999 and 1998. NOTE 13. SEGMENT INFORMATION The operating segments presented are the segments of WRI for which separate financial information is available, and operating performance is evaluated regularly by senior management in deciding how to allocate resources and in assessing performance. WRI evaluates the performance of its operating segments based on net operating income that is defined as total revenues less operating expenses and ad valorem taxes. Management does not consider the effect of gains or losses from the sale of property in evaluating ongoing operating performance. The shopping center segment is engaged in the acquisition, development and management of real estate, primarily anchored neighborhood and community shopping centers located in Texas, Louisiana, Arizona, Nevada, Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri, Illinois, Florida and Maine. The customer base includes supermarkets, drugstores and other retailers who generally sell basic necessity-type commodities. The industrial segment is engaged in the acquisition, development and management of bulk warehouses and office/service centers. Its properties are located in Texas, Nevada and Tennessee, and the customer base is diverse. Included in "Other" are corporate-related items, insignificant operations and costs that are not allocated to the reportable segments. 44 Information concerning WRI's reportable segments is as follows (in thousands):

SHOPPING CENTER INDUSTRIAL OTHER TOTAL ---------- ----------- --------- ---------- 2000: Revenues . . . . . . . . . . . . . . . . $ 215,780 $ 27,500 $ 8,965 $ 252,245 Net operating income . . . . . . . . . . 155,003 18,826 9,288 183,117 Equity in earnings of joint ventures . . 3,410 907 (167) 4,150 Investment in real estate joint ventures 25,514 1,311 1,046 27,871 Total assets . . . . . . . . . . . . . . 1,229,340 185,938 102,303 1,517,581 Capital expenditures . . . . . . . . . . 241,321 22,532 594 264,447 1999: Revenues . . . . . . . . . . . . . . . . $ 193,163 $ 27,556 $ 4,759 $ 225,478 Net operating income . . . . . . . . . . 137,315 19,653 6,249 163,217 Equity in earnings of joint ventures . . 3,277 398 (20) 3,655 Investment in real estate joint ventures 16,940 1,401 441 18,782 Total assets . . . . . . . . . . . . . . 1,048,408 159,464 112,223 1,320,095 Capital expenditures . . . . . . . . . . 184,323 49,469 11,095 244,887 1998: Revenues . . . . . . . . . . . . . . . . $ 172,694 $ 17,208 $ 3,101 $ 193,003 Net operating income . . . . . . . . . . 123,354 12,453 3,919 139,726 Equity in earnings of joint ventures . . 3,388 560 521 4,469 Investment in real estate joint ventures 18,534 1,004 418 19,956 Total assets . . . . . . . . . . . . . . 899,041 132,355 86,327 1,117,723 Capital expenditures . . . . . . . . . . 126,096 53,870 8,136 188,102

Net operating income reconciles to income before extraordinary charge as shown on the Statements of Consolidated Income as follows (in thousands): ------------------------------- 2000 1999 1998 --------- --------- --------- Total segment net operating income . . $183,117 $163,217 $139,726 Less: Depreciation and amortization 54,597 48,668 41,051 Interest . . . . . . . . . . . . . . 43,190 32,792 33,338 General and administrative . . . . . 8,213 7,513 7,119 Minority interest in partnerships. . 2,648 2,173 1,258 Equity in Earnings of Joint Ventures (4,150) (3,655) (4,469) Gain on sales of property. . . . . . (382) (20,594) (328) --------- --------- --------- Income before extraordinary charge . . $ 79,001 $ 96,320 $ 61,757 ========= ========= ========= 45 NOTE 14. SUBSEQUENT EVENTS In January 2001, we entered into a contract to acquire 19 supermarket-anchored shopping centers in California for a total purchase price of $277.5 million, including the assumption of approximately $132 million of debt. This acquisition is expected to close in March of 2001 and will add approximately 2.5 million square feet to our portfolio. On January 29, 2001, we issued 4.5 million common shares of beneficial interest in a secondary public offering. In February 2001, the underwriters exercised their over-allotment option and purchased an additional 200,000 shares. Net proceeds of $188.1 million based on a price of $42.19 per share were used to pay down amounts outstanding under our $350 revolving line of credit. In February 2001, we purchased a 488,000 square foot retail center in Orlando, Florida for $54.0 million. NOTE 15. PRO FORMA FINANCIAL INFORMATION (UNAUDITED) During the year ended December 31, 2000, WRI acquired seven retail centers, five industrial projects and interests in joint ventures which own three additional retail centers for a total of $164.8 million. The pro forma financial information for the years ended December 31, 2000 and 1999 is based on the historical statements of WRI after giving effect to the acquisitions as if such acquisitions took place on January 1, 2000 and 1999, respectively. The pro forma financial information shown below is presented for informational purposes only and may not be indicative of results that would have actually occurred if the acquisitions had been in effect at the dates indicated, nor does it purport to be indicative of the results that may be achieved in the future (in thousands, except per share amounts). DECEMBER 31, ------------------ 2000 1999 -------- -------- Pro forma revenues . . . . . . . . . . . . . . . . . . $265,790 $243,274 ======== ======== Pro forma net income available to common shareholders. $ 79,246 $ 97,183 ======== ======== Pro forma net income per common share - basic. . . . . $ 2.97 $ 3.64 ======== ======== Pro forma net income per common share - diluted. . . . $ 2.95 $ 3.62 ======== ======== NOTE 16. QUARTERLY FINANCIAL DATA (UNAUDITED) Summarized quarterly financial data is as follows (in thousands, except per share amounts):

FIRST SECOND THIRD FOURTH ------- ------- ------- ------- 2000: Revenues. . . . . . . . . . . . . . . . . . $59,699 $62,033 $64,218 $66,295 Net income available to common shareholders 14,441 14,968 14,852 14,700 Net income per common share - basic . . . . 0.54 0.56 0.55 .55 Net income per common share - diluted . . . 0.54 0.56 0.55 .54 1999: Revenues. . . . . . . . . . . . . . . . . . $53,372 $54,918 $57,003 $60,185 Net income available to common shareholders 13,524 14,174 14,562 34,277 (1) Net income per common share - basic . . . . 0.51 0.53 0.55 1.28 (1) Net income per common share - diluted . . . 0.50 0.53 0.54 1.28 (1) (1) Increase is primarily the result of a gain on the sale of property during the quarter.

46 NOTE 17. RESTATEMENT Subsequent to the issuance of its financial statements for each of the three years in the period ended December 31, 2000, WRI determined that 17 joint ventures or partnerships which had previously been consolidated should have been accounted for under the equity method. The accompanying financial statements have been restated to present these joint ventures and partnerships on the equity method. The restatement did not change net income or shareholders' equity. The effect of the restatement on specific line items on the statements of consolidated income and consolidated balance sheets is as follows (in thousands):

Year ended December 31, ----------------------------------------------------------------------------- 2000 1999 1998 ------------------------- ------------------------- ----------------------- As As As Previously As Previously As Previously As Reported Restated Reported Restated Reported Restated ------------ ----------- ------------ ----------- ----------- ---------- Operating results: Rental revenues . . . . . . . . $ 264,552 $ 243,633 $ 231,331 $ 220,552 $ 200,792 $ 189,563 Interest Income . . . . . . . . 5,638 5,476 3,158 3,097 2,111 2,060 Other . . . . . . . . . . . . . 3,184 3,136 2,162 1,829 1,806 1,380 Expenses: Depreciation and amortization . 58,518 54,597 50,659 48,668 42,949 41,051 Interest. . . . . . . . . . . . 45,545 43,190 32,941 32,792 33,900 33,338 Operating . . . . . . . . . . . 40,268 37,689 36,102 34,480 31,178 29,432 Ad valorem taxes. . . . . . . . 34,170 31,439 29,061 27,781 25,171 23,845 General and administrative. . . 8,213 8,213 7,522 7,513 7,156 7,119 Equity in earnings of joint ventures. . . . . . . . . . . . . 4,150 3,655 4,469 Minority interest in income of partnerships . . . . . . . . 8,041 2,648 4,923 2,173 4,041 1,258 Gain on sale of property. . . . . 382 382 20,877 20,594 1,443 328 Balance sheet: Property. . . . . . . . . . . . . 1,906,431 1,730,617 1,595,346 1,484,177 Accumulated Depreciation. . . . . (387,118) (365,344) (340,789) (322,386) Investment in real estate joint ventures. . . . . . . . . . . . 27,871 18,782 Notes receivable from real estate joint ventures and partnerships 31,002 38,636 52,824 69,158 Unamortized Debt and Lease Costs Costs . . . . . . . . . . . . . 38,453 36,970 30,638 29,773 Accrued Rent and Accounts Receivable. . . . . . . . . . . 22,273 24,485 17,557 19,373 Cash and Cash Equivalents . . . . 14,825 7,321 8,467 4,603 Other Assets. . . . . . . . . . . 20,145 17,025 18,666 16,615 Debt. . . . . . . . . . . . . . . 869,627 792,353 595,843 592,978 Accounts Payable and Accrued Expenses. . . . . . . . . . . . 69,561 63,884 59,156 57,059 Other Liabilities . . . . . . . . 4,263 3,891 4,945 4,637 Minority Interest . . . . . . . . 72,693 27,586 76,863 19,519

47 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 48 PART III ITEM 10. TRUST MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Information with respect to WRI's Trust Managers is incorporated herein by reference to the "Election of Trust Managers" section of WRI's definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 20, 2001. ITEM 11. EXECUTIVE COMPENSATION Incorporated herein by reference to the "Executive Compensation" and "Pension Plan" sections of WRI's definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 20, 2001. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Incorporated herein by reference to the "Election of Trust Managers" section of WRI's definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 20, 2001. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Incorporated herein by reference to the "Compensation Committee Interlocks and Insider Participation" section of WRI's definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 20, 2001. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Financial Statements and Financial Statement Schedules: PAGE ---- (1) (A) Independent Auditors' Report . . . . . . . . . . . . . . . . . . . 28 (B) Financial Statements (i) Statements of Consolidated Income for the years ended December 31, 2000, 1999 and 1998. . . . . . . . . . . 29 (ii) Consolidated Balance Sheets as of December 31, 2000 and 1999 30 (iii) Statements of Consolidated Cash Flows for the years ended December 31, 2000, 1999 and 1998. . . . . . . . . . . . . . 31 (iv) Statements of Consolidated Shareholders' Equity for the years ended December 31, 2000, 1999 and 1998 . . . . . . . . . . . 32 (v) Notes to Consolidated Financial Statements. . . . . . . . . . . 33 (2) Financial Statement Schedules: SCHEDULE PAGE -------- ---- II Valuation and Qualifying Accounts . . . . . . . . . . . . . . 54 III Real Estate and Accumulated Depreciation. . . . . . . . . . 55 IV Mortgage Loans on Real Estate . . . . . . . . . . . . . . . 57 All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements and notes hereto. (b) No reports on Form 8-K were filed during the last quarter of the period covered by this annual report. (c) Exhibits: 49

3.1 - Restated Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration Statement on Form S-3 (No. 33-49206) 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 - Amended and Restated Bylaws of WRI (filed as Exhibit 3.2 to WRI's Registration Statement on Form S-3 (No. 33-49206) and incorporated herein by reference). 4.1 - 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December 28, 1984, payable to WRI in the original principal amount of $16,682,000 (filed as Exhibit 10.10 to WRI's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 4.2 - 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. dated December 28, 1984, payable to WRI in the original principal amount of $3,150,000 (filed as Exhibit 10.8 to WRI's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 4.2.1*** - Seventh Bonds Renewal and Extension Agreement, effective December 28, 2000, for the 16% Mortgage Bonds of WRI Holdings, Inc., payable to WRI in the original principal amount of 3,150,000. 4.3 - Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee, relating to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000 (filed as Exhibit 10.9 to WRI's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 4.3.1 - Supplemental Indenture of Trust, dated February 22, 1995, between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) relating to the 16% Mortgage Bonds due December 28, 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000 (filed as Exhibit 10.4.1 to WRI's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 4.4*** - Seventh Supplemental Indenture of Trust between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Trust Company of New York), as Trustee, amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee, relating to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000. 4.5 - Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $16,682,000 (filed as Exhibit 10.11 to WRI's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 4.5.1 - First Supplemental Indenture of Trust between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Trust Company of New York), as Trustee, amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $16,682,000 (filed as Exhibit 10.7.1 to WRI's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 4.6 - Third Amended Promissory Note, as restated, effective as of January 1, 1992, executed by WRI Holdings, Inc., pursuant to which it may borrow up to the principal sum of $40,000,000 from WRI (filed as Exhibit 10.8 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference). 4.7 - 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December 28, 1984, payable to WRI in the original principal amount of $7,000,000 (filed as Exhibit 10.13 to WRI's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 50 4.8 - Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.14 to WRI's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 4.8.1 - First Supplemental Indenture of Trust between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Trust Company of New York), as Trustee, amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.10.1 to WRI's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 4.9 - Agreement Correcting Trust Indenture, dated February 11, 1985, relating to 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.15 to WRI's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 4.10 - Amendment to Note Purchase Agreement, dated March 31, 1991, amending loan agreement, dated August 6, 1987, Life and Accident Insurance Company for $5,000,000, American General Life Insurance Company of Delaware for $5,000,000, Republic National Life Insurance Company for $3,000,000 and American Amicable Life Insurance Company of Texas for $2,000,000 (filed as Exhibit 10.15.1 to WRI's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 4.11 - Promissory Note in the amount of $12,000,000 between WRI, as payee, and Plaza Construction, Inc., as maker (filed as Exhibit 10.23 to WRI's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 4.11.1*** - Twelfth Renewal and Extension of Promissory Note in the amount of $12,000,000, effective as of December 1, 2000, between WRI, as payee, and Plaza Construction, Inc., as maker. 4.12 - 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). 4.13 - Senior Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as trustee (filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference). 4.14 - 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). 4.15 - 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, 1999 and incorporated herein by reference). 4.16 - 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, 1999 and incorporated herein by reference). 4.17 - 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, 1999 and incorporated herein by reference). 4.18 - 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, 1999 and incorporated herein by reference). 4.19 - Statement of Designation of 7.44% Series A Cumulative Redeemable Preferred Shares (filed as Exhibit 99 to WRI's Current Report on Form 8-A dated February 18, 1999 and incorporated herein by reference). 4.20 - Statement of Designation of 7.125% Series B Cumulative Redeemable Preferred Shares (filed as Exhibit 4.2 to WRI's Current Report on Form 8-K dated October 28, 1999 and incorporated herein by reference). 51 4.21 - Statement of Designation of 7.00% Series C Cumulative Redeemable Preferred Shares (filed as Exhibit 4.1 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference). 4.22 - 7.44% Series A Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4 to WRI's Current Report on Form 8-K dated February 23, 1999 and incorporated herein by reference). 4.23 - 7.125% Series B Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.1 to WRI's Current Report on Form 8-K dated October 28, 1999 and incorporated herein by reference). 4.24 - 7.00% Series C Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference). 4.25*** - Credit Agreement dated November 21. 2000 among WRI, the Lenders Party Hereto and the Chase Manhattan Bank as Administrative Agent. 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+ - Weingarten Realty Investors Supplemental Retirement Account Plan, as amended and restated (filed as Exhibit 10.26 to WRI's Annual Report on Form 10-K for the year ended December 31, 1992 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+ - 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). 10.5+ - 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). 10.6+ - 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). 12.1* - Computation of Fixed Charges Ratios. 21.1*** - Subsidiaries of the Registrant. 23.1* - Consent of Deloitte & Touche llp. * Filed with this report. + Management contract or compensatory plan or arrangement. *** Previously filed with the Form 10-K filed with the Commission on March 13, 2001.

52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WEINGARTEN REALTY INVESTORS By: Andrew M. Alexander ----------------------- Andrew M. Alexander Chief Executive Officer Date: October 25, 2001 Pursuant to the requirement of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE ------------------------- ------------------------------ ---------------- By: Stanford Alexander Chairman October 25, 2001 -------------------- and Trust Manager Stanford Alexander By: Andrew M. Alexander Chief Executive Officer, October 25, 2001 -------------------- President and Trust Manager Andrew M. Alexander By: Robert J. Cruikshank Trust Manager October 25, 2001 -------------------- Robert J. Cruikshank By: Martin Debrovner Vice Chairman October 25, 2001 -------------------- and Trust Manager Martin Debrovner By: Melvin Dow Trust Manager October 25, 2001 -------------------- Melvin Dow By: Stephen A. Lasher Trust Manager October 25, 2001 -------------------- Stephen A. Lasher By: Douglas W. Schnitzer Trust Manager October 25, 2001 -------------------- Douglas W. Schnitzer By: Marc J. Shapiro Trust Manager October 25, 2001 -------------------- Marc J. Shapiro By: J.T. Trotter Trust Manager October 25, 2001 -------------------- J.T. Trotter By: Joe D. Shafer Vice President/Controller October 25, 2001 -------------------- (Principal Accounting Officer) Joe D. Shafer 53

SCHEDULE II WEINGARTEN REALTY INVESTORS VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 2000, 1999 AND 1998 (AMOUNTS IN THOUSANDS) CHARGED BALANCE AT TO COSTS CHARGED BALANCE BEGINNING AND TO OTHER DEDUCTIONS AT END OF DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (A) PERIOD --------------------------------- ----------- --------- -------- ------------ ---------- 2000: Allowance for Doubtful Accounts $ 909 $ 1,667 $ 692 $ 1,884 1999: Allowance for Doubtful Accounts $ 887 $ 1,043 $ 1,021 $ 909 1998: Allowance for Doubtful Accounts $ 1,001 $ 681 $ 795 $ 887 _______________ Note A - Write-offs of accounts receivable previously reserved.

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SCHEDULE III WEINGARTEN REALTY INVESTORS REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2000 (AMOUNTS IN THOUSANDS) Total Cost ------------------------------------- Buildings Projects and Under Total Accumulated Encumbrances Land Improvements Development Cost Depreciation (A) -------- ------------- ------------ ---------- ------------- -------------- SHOPPING CENTERS: Texas. . . . . . . . . . $171,211 $ 680,464 $ 851,675 $ 256,363 $ 33,151 Other States . . . . . . 121,603 404,996 526,599 69,914 66,312 -------- ------------- ------------ ---------- ------------- -------------- Total Shopping Centers 292,814 1,085,460 1,378,274 326,277 99,463 INDUSTRIAL: Texas. . . . . . . . . . 30,325 135,779 166,104 25,384 43,586 Other States . . . . . . 2,512 10,786 13,298 623 -------- ------------- ------------ ---------- ------------- -------------- Total Industrial . . . 32,837 146,565 179,402 26,007 43,586 OFFICE BUILDING: Texas. . . . . . . . . . 534 9,340 9,874 6,200 -------- ------------- ------------ ---------- ------------- -------------- MULTI-FAMILY RESIDENTIAL: Texas. . . . . . . . . . 2,277 12,720 14,997 855 -------- ------------- ------------ ---------- ------------- -------------- Total Improved Properties . . . . . 328,462 1,254,085 1,582,547 359,339 143,049 -------- ------------- ------------ ---------- ------------- -------------- LAND UNDER DEVELOPMENT OR HELD FOR DEVELOPMENT: Texas. . . . . . . . . . $ 27,509 27,509 Other States . . . . . . 38,934 38,934 -------- ------------- ------------ ---------- ------------- -------------- Total Land Under Development or Held for Development. . . 66,443 66,443 -------- ------------- ------------ ---------- ------------- -------------- LEASED PROPERTY (SHOPPING CENTER) UNDER CAPITAL LEASE: Texas. . . . . . . . . . 18,953 18,953 39 Other States . . . . . . 29,054 29,054 5,966 5,857 -------- ------------- ------------ ---------- ------------- -------------- Total Leased Property Under Capital Lease. . 48,007 48,007 6,005 5,857 -------- ------------- ------------ ---------- ------------- -------------- CONSTRUCTION IN PROGRESS: Texas. . . . . . . . . . 8,221 8,221 Other States . . . . . . 25,399 25,399 -------- ------------- ------------ ---------- ------------- -------------- Total Construction in Progress . . . . . . 33,620 33,620 -------- ------------- ------------ ---------- ------------- -------------- TOTAL OF ALL PROPERTIES . . . . . . $328,462 $ 1,302,092 $ 100,063 $1,730,617 $ 365,344 $ 148,906 ======== ============= ============ ========== ============= ============== Note A - Encumbrances do not include $24.0 million outstanding under a $30 million 20-year term loan, payable to a group of insurance companies secured by a property collateral pool including all or part of three shopping centers.

55 SCHEDULE III (CONTINUED) The changes in total cost of the properties for the years ended December 31, 2000, 1999 and 1998 were as follows:

2000 1999 1998 ----------- ----------- ----------- Balance at beginning of year $1,484,177 $1,278,466 $1,092,869 Additions at cost . . . . . . 264,447 244,887 188,102 Retirements or sales. . . . . (18,007) (39,176) (2,505) ----------- ----------- ----------- Balance at end of year. . . . $1,730,617 $1,484,177 $1,278,466 =========== =========== ===========

The changes in accumulated depreciation for the years ended December 31, 2000, 1999 and 1998 were as follows:

2000 1999 1998 --------- --------- --------- Balance at beginning of year $322,386 $291,080 $256,689 Additions at cost. . . . . . 47,175 42,882 34,916 Retirements or sales . . . . (4,217) (11,576) (525) --------- --------- --------- Balance at end of year . . . $365,344 $322,386 $291,080 ========= ========= =========

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SCHEDULE IV WEINGARTEN REALTY INVESTORS MORTGAGE LOANS ON REAL ESTATE DECEMBER 31, 2000 (AMOUNTS IN THOUSANDS) FINAL PERIODIC FACE CARRYING INTEREST MATURITY PAYMENT AMOUNT OF AMOUNT OF RATE DATE TERMS MORTGAGES MORTGAGES(A) --------- -------- ---------- ---------- ------------- SHOPPING CENTERS: FIRST MORTGAGES: Eastex Venture Beaumont, TX (Note D) . . . . . . . . 8% 10-31-09 $ 335 $ 2,300 $ 2,130 Annual P & I Main/O.S.T., Ltd. Houston, TX (Note D). . . . . . . . . 9.3% 02-01-20 $ 476 4,800 4,461 Annual P & I ($1,241 balloon) INDUSTRIAL: FIRST MORTGAGES: River Pointe, Conroe,TX (Notes B and D). . . . . Prime 11-30-03 Varying 2,133 1,891 +2% Little York, Houston, TX (Notes B and D). . . . . Prime 12-31-03 Varying 1,922 1,760 +2% South Loop Business Park Houston, TX (Note D) . . . . . . . . 9.25% 11-01-07 $ 74 439 373 Annual P & I

Schedule continued on next page 57

SCHEDULE IV (CONTINUED) WEINGARTEN REALTY INVESTORS MORTGAGE LOANS ON REAL ESTATE DECEMBER 31, 2000 (AMOUNTS IN THOUSANDS) FINAL PERIODIC FACE CARRYING INTEREST MATURITY PAYMENT AMOUNT OF AMOUNT OF RATE DATE TERMS MORTGAGES MORTGAGES(A) --------- -------- --------- ---------- ------------- UNIMPROVED LAND: SECOND MORTGAGE: River Pointe Conroe, TX. . . . . Prime 12-01-01 Varying 12,000 3,712 +1% ($3,806 balloon) ---------- ------------- TOTAL MORTGAGE LOANS ON REAL ESTATE (Note D). . $ 23,594 $ 14,327 ========== ============= Note A - The aggregate cost at December 31, 2000 for federal income tax purposes is $14,327. Note B - Principal payments are due monthly to the extent of cash flow generated by the underlying property. Note C - Changes in mortgage loans for the years ended December 31, 2000, 1999 and 1998 are summarized below: Note D - Represents WRI share of mortgage loans to joint ventures.

--------- --------- -------- 2000 1999 1998 --------- --------- -------- Balance, Beginning of Year $ 47,828 $ 28,359 $25,653 New Mortgage Loans 33,588 3,116 Additions to Existing Loans 380 1,773 1,560 Collections of Principal (33,881) (15,892) (1,970) --------- --------- -------- Balance, End of Year $ 14,327 $ 47,828 $28,359 ========= ========= ========

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