UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2010

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

EQUITY ONE, INC.

(Exact name of Registrant as specified in its charter)

Maryland		52-1794271
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer identification No.)
1600 N.E. Miami Gardens Drive North Miami Beach, FL		33179
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (305) 947-1664

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.01 Par Value		New York Stock Exchange
(Title of each class)		(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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 or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No þ

As of June 30, 2010, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the Registrant was $647,080,590 based upon the last reported sale price of $15.60 per share on the New York Stock Exchange on such date.

As of February 25, 2011, the number of outstanding shares of Common Stock, par value $.01 per share, of the Registrant was 107,823,294.

Certain sections of the Registrant’s definitive Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K to the extent stated herein are incorporated by reference in Part III hereof.

 

 

EQUITY ONE, INC.

TABLE OF CONTENTS

		Page
Part I
Item 1. Business			1
Item 1A. Risk Factors			6
Item 1B. Unresolved Staff Comments			15
Item 2. Properties			16
Item 3. Legal Proceedings			26
Item 4. Removed and Reserved			26
Part II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			27
Item 6. Selected Financial Data			29
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 7A. Quantitative and Qualitative Disclosures about Market Risks			53
Item 8. Financial Statements and Supplementary Data			53
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			53
Item 9A. Controls and Procedures			54
Item 9B. Other information			54
Part III
Item 10. Directors, Executive Officers and Corporate Governance			55
Item 11. Executive Compensation			55
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			55
Item 13. Certain Relationships and Related Transactions and Director Independence			55
Item 14. Principal Accounting Fees and Services			55
Part IV
Item 15. Exhibits and Financial Statement Schedules			56
Signatures			61
EX-3.1
EX-12.1
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1

PART I

ITEM 1. BUSINESS

The Company

We are a real estate investment trust, or REIT, that owns, manages, acquires, develops and redevelops neighborhood and community shopping centers. We were organized as a Maryland corporation in 1992, completed our initial public offering in May 1998, and have elected to be taxed as a REIT since 1995.

As of December 31, 2010, our consolidated property portfolio comprised 189 properties consisting of approximately 19.9 million square feet of gross leasable area, or GLA, including 174 shopping centers, four development or redevelopment properties, six non-retail properties and five land parcels. As of December 31, 2010, our core portfolio was 90.3% leased and included national, regional and local tenants. For a listing of the properties in our core portfolio, refer to Item 2 - Properties.

Our core portfolio includes 21 shopping centers owned through our subsidiary DIM Vastgoed, N.V., (“DIM”), a Dutch company in which we acquired a controlling interest in the first quarter of 2009. Currently, we own approximately 97.4% of DIM and we have initiated statutory squeeze-out proceedings under Dutch law with respect to the minority shares not owned by us. The results of DIM’s operations have been consolidated in our financial statements since January 14, 2009, the acquisition date of our controlling interest.

In addition, as of December 31, 2010, we had interests in another 18 properties through joint ventures, including 15 neighborhood shopping centers, two retail properties in New York City and one office building. In some cases, we manage and lease these properties, and in other cases our involvement varies from indirect management and oversight to more passive investments.

Finally, on January 4, 2011, we closed on the acquisition of C&C (US) No. 1, Inc., which we refer to as CapCo, through a joint venture with Liberty International Holdings Limited, or LIH. At the time of acquisition, CapCo owned a portfolio of 13 properties in California totaling approximately 2.6 million square feet. A more complete description of this acquisition is provided in Item 7 in the section entitled “Business Combination.”

In this annual report, references to “we,” “us” or “our” or similar terms refer to Equity One, Inc. and our consolidated subsidiaries, including DIM.

Business Objectives and Strategies

Our principal business objective is to maximize long-term stockholder value by generating sustainable cash flow growth and increasing the long-term value of our real estate assets. Our strategies for reaching this objective include:

	•		Operating Strategy: Maximizing the internal growth of revenue from our shopping centers by leasing and re-leasing those properties to a diverse group of creditworthy tenants, maintaining our properties to standards that our existing and prospective tenants find attractive, as well as containing costs through effective property management;
	•		Investment Strategy: Using capital wisely to renovate or redevelop our properties and to acquire and develop additional shopping centers where expected, risk-adjusted returns meet or exceed our standards as well as by investing in strategic partnerships that minimize operational or other risks; and
	•		Capital Strategy: Financing our capital requirements with internally generated funds, borrowings under our existing credit facilities, proceeds from selling properties that do not meet our investment criteria and proceeds from institutional partners and the debt and equity capital markets.

Operating Strategy. Our core operating strategy is to maximize rents and maintain high occupancy levels by attracting and retaining a strong and diverse base of tenants, as well as containing costs through effective property management. Many of our properties are located in some of the most densely populated areas of the country, including the metropolitan areas around Miami, Ft. Lauderdale, West Palm Beach, Tampa, Jacksonville and Orlando, Florida, Atlanta, Georgia, Boston, Massachusetts and the greater New York City metropolitan area. We recently expanded into the Los Angeles and San Francisco markets through our acquisition of CapCo which was consummated on January 4, 2011.

In order to effectively achieve our operating strategy, we seek to:

	•		actively manage and maintain the high standards and physical appearance of our assets while maintaining competitive tenant occupancy costs;
	•		maintain a diverse tenant base in order to limit exposure to any one tenant’s financial condition;
	•		develop strong, mutually beneficial relationships with creditworthy tenants, particularly our anchor tenants, by consistently meeting or exceeding their expectations;
	•		maximize rental rates upon the renewal of expiring leases or as we lease space to new tenants while limiting vacancy and down-time;
	•		evaluate renovation or redevelopment opportunities that will make our properties more attractive for leasing or re-leasing to tenants;
	•		take advantage of under-utilized land or existing square footage, or re-configure properties for better uses; and
	•		adopt consistent standards and vendor review procedures.

Investment Strategy. Our investment strategy is to deploy capital in projects that are expected to generate risk-adjusted returns that exceed our cost of capital. Our investments primarily fall into one of the following categories:

	•		re-developing, renovating, expanding, reconfiguring and/or re-tenanting our existing properties;
	•		selectively acquiring shopping centers that will benefit from our active management and leasing strategies with a focus on supply constrained markets;
	•		selectively acquiring vacant and occupied land for the purpose of developing new shopping centers to meet the needs of expanding retailers; and
	•		investing in strategic partnerships in real estate related ventures where we act as a manager and utilize our expertise or benefit from the local expertise of others.

In evaluating potential redevelopment, acquisition and development opportunities for properties, we also consider such factors as:

	•		the expected returns in relation to our cost of capital, as well as the anticipated risks we will face in achieving the expected returns;
	•		the current and projected cash flow of the property and the potential to increase that cash flow;
	•		the tenant mix at the property, tenant sales performance and the creditworthiness of those tenants;
	•		economic, demographic, regulatory and zoning conditions in the property’s local and regional market;
	•		competitive conditions in the vicinity of the property, including competition for tenants and the potential that others may create competing properties through redevelopment, new construction or renovation;
	•		the level and success of our existing investments in the relevant market;
	•		the current market value of the land, buildings and other improvements and the potential for increasing those market values;
	•		the physical configuration of the property, its visibility, ease of entry and exit, and availability of parking; and
	•		the physical condition of the land, buildings and other improvements, including the structural and environmental conditions.

Capital Strategy. We intend to grow and expand our business by using cash flows from operations, by borrowing under our existing credit facilities, reinvesting proceeds from selling properties that do not meet our investment criteria, accessing the capital markets to issue equity and debt or by using joint venture arrangements. Our strategy is designed to help us maintain a strong balance sheet and sufficient flexibility to fund our operating and investment activities in a cost-efficient way. Our strategy includes:

	•		maintaining a prudent level of overall leverage and an appropriate pool of unencumbered properties that is sufficient to support our unsecured borrowings;
	•		managing our exposure to variable-rate debt;
	•		taking advantage of market opportunities to refinance existing debt and manage our debt maturity schedule;
	•		selling properties that have limited growth potential or are not a strategic fit within our overall portfolio and redeploying the proceeds elsewhere in our business; and
	•		using joint venture arrangements to access less expensive capital, mitigate capital risk, or to benefit from the expertise of local real estate partners.

Change in Policies

Our board of directors establishes the policies that govern our operating, investment and capital strategies, including, among others, the development and acquisition of shopping centers, tenant and market focus, debt and equity financing policies, and quarterly distributions to our stockholders. The board may amend these policies at any time without a vote of our stockholders.

Tax Status

We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with our taxable year ended December 31, 1995. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we currently distribute at least 90% of our REIT taxable income to our stockholders. Also, at least 95% of our gross income in any year must be derived from qualifying sources. It is our intention to adhere to these requirements and maintain our REIT status. As a REIT, we generally will not be subject to corporate level federal income tax on taxable income that we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and to federal income and excise taxes on our undistributed taxable income.

We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries, each of which we refer to as a TRS. In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes. Our investment in certain land parcels, our investment in DIM and certain other real estate and other activities are being conducted through our TRS entities. Our current TRS activities are limited and they have not incurred any significant income taxes to date.

We own a controlling interest in DIM. DIM is not a REIT, is not consolidated with us for tax purposes and is subject to U.S. corporate income tax. However, it has not paid any U.S. federal income tax for the last four years as a result of its taxable operating losses.

Governmental Regulations Affecting Our Properties

We and our properties are subject to a variety of federal, state and local environmental, health, safety and similar laws.

Environmental Regulations. The application of these laws to a specific property depends on a variety of property-specific circumstances, including the current and former uses of the property, the building materials used at the property and the physical layout of the property. Under certain environmental laws, we, as the owner or operator of properties currently or previously owned, may be required to investigate and clean up certain hazardous or toxic substances, asbestos-containing materials, or petroleum product releases at the property. We may also be held liable to a federal, state or local governmental entity or third parties for property damage, injuries resulting from the contamination and for investigation and clean up costs incurred in connection with the contamination, whether or not we knew of, or were responsible for, the contamination. Such costs or liabilities could exceed the value of the affected real estate. The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease real estate or to borrow using the real estate as collateral. We have several properties that will require or are currently undergoing varying levels of environmental remediation as a result of contamination from on-site uses by current or former owners or tenants, such as gas stations or dry cleaners.

Americans with Disabilities Act. Our properties are subject to the Americans with Disabilities Act, or ADA. Under this act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally

require that buildings and services, including restaurants and retail stores, be made accessible and available to people with disabilities. The Act’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages.

Although we believe that we are in substantial compliance with existing regulations, including environmental and ADA regulations, we cannot predict the impact of new or changed laws or regulations on properties we currently own or may acquire in the future. Other than as part of our development or redevelopment projects, we have no current plans for substantial capital expenditures with respect to compliance with environmental, health, safety and similar laws, and we carry environmental insurance which covers a number of environmental risks for most of our properties.

Competition

There are numerous commercial developers, real estate companies, REITs and other owners of real estate in the areas in which our properties are located that compete with us with respect to the leasing of our properties and in seeking land for development or properties for acquisition. Some of these competitors have substantially greater resources than we have, although we do not believe that any single competitor or group of competitors in any of the primary markets where our properties are located is dominant in that market. This level of competition may reduce the number of properties available for development or acquisition, increase the cost of development or acquisition or interfere with our ability to attract and retain tenants.

All of our existing properties are located in developed areas that include other shopping centers and other retail properties. The number of retail properties in a particular area could materially adversely affect our ability to lease vacant space and maintain the rents charged at our existing properties. We believe that the principal competitive factors in attracting tenants in our market areas are location, price, anchor tenants and maintenance of properties. Our retail tenants also face competition from other retailers, outlet stores, super centers and discount shopping clubs. This competition could contribute to lease defaults and insolvency of our tenants.

Tenants

Publix Super Markets is our largest tenant and accounted for approximately 2.9 million square feet, or approximately 15.1% of our gross leasable area, at December 31, 2010, and approximately $24.3 million, or 11.3%, of our annual minimum rent in 2010.

Employees

Our headquarters are located at 1600 N.E. Miami Gardens Drive, North Miami Beach, Florida 33179. At December 31, 2010, we had 168 full-time employees and we believe that our relationships with our employees are good.

Available Information

The internet address of our website is www.equityone.net. In the investors section of our website you can obtain, free of charge, a copy of our annual report on Form 10-K, our quarterly reports on Form 10-Q, our Supplemental Information Packages, our current reports on Form 8-K, and any amendments to those or other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file or furnish such reports or amendments with the SEC. Also available in the corporate governance section of our website, free of charge, are copies of our Corporate Governance Guidelines, Code of Conduct and Ethics and the charters for our audit committee, compensation committee and nominating and corporate governance committee. We intend to provide any amendments or waivers to our Code of Conduct and Ethics that apply to any of our executive officers or our senior financial officers on our website within four business days following the date of the amendment or waiver. The reference to our website address does not constitute incorporation by reference of the information contained on our website and should not be considered a part of this report.

You may also obtain printed copies of any of the foregoing materials from us, free of charge, by contacting our Investor Relations Department at:

Equity One, Inc.
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
Attn: Investor Relations Department
(305) 947-1664

You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, or you may obtain information by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet address at http://www.sec.gov that contains reports, proxy statements and information statements, and other information which you may obtain free of charge.

ITEM 1A. RISK FACTORS

This annual report on Form 10-K and the information incorporated by reference herein contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements and can be identified by the use of forward-looking terminology such as “may,” “will,” “might,” “would,” “expect,” “anticipate,” “estimate,” “would,” “could,” “should,” “believe,” “intend,” “project,” “forecast,” “target,” “plan,” or “continue” or the negative of these words or other variations or comparable terminology. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Some specific risk factors that could impair forward looking statements are set forth below.

These risks factors are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may affect our business. Investors should also refer to our quarterly reports on Form 10-Q and current reports on Form 8-K for future periods for updates to these risk factors.

The current economic environment may make it difficult to lease vacant space or cause space to be vacated in the future.

Our goal is to improve the performance of our properties by re-leasing vacated space. The economic downturn in 2009 and 2010 has affected and continues to affect our business. While the economy in many of our markets has made some modest improvements, macro-economic challenges, such as low consumer confidence, high unemployment and reduced consumer spending, have adversely affected many retailers and continue to adversely affect the retail sales of many regional and local tenants in some of our markets. While most of our centers are anchored by supermarkets, drug stores or other necessity-oriented retailers, which are less susceptible to economic cycles, other tenants in our centers, particularly smaller shop tenants (those occupying less than 10,000 square feet), have been particularly vulnerable as they have faced both declining sales and reduced access to capital. As a result, some tenants have requested rent adjustments and abatements, while other tenants have not been able to continue in business at all.

Our ability to continue to lease or re-lease vacant space in our properties will be affected by these and other factors, including our properties’ locations, current market conditions and covenants and restrictions found in certain leases at our properties that may limit our ability to lease to certain types of tenants. If these economic conditions persist or worsen in 2011, our properties and results of operations could be adversely affected with lower occupancy and higher bad debt expense as tenants fail to pay rent, close their stores or file bankruptcy. Moreover, because many retailers have slowed their growth plans as a result of the prevailing economic climate or their lack of access to capital, demand for retail space has declined, generally, reducing the market rental rates for our properties.

Shorter term expirations of our shop tenants may lead to increased vacancies and reduced rental income which would have an adverse effect on our future results of operations.

From 2011 to 2013, approximately 57.4% of our leases, based on annualized minimum rents, with small shop tenants are due to expire. The annualized minimum rents at expiration for these leases are $20.0 million, $20.4 million, and $19.3 million for 2011-2013, respectively. Additionally, approximately 5.6% of our leases with small shop tenants are month-to-month, representing $5.8 million of annualized rents. Our ability to renew or replace these tenants at comparable rents could have a significant impact on our future results of operations.

We may not be able to re-lease vacated space and, if we are able to re-lease vacated space, there is no assurance that rental rates will be equal to or in excess of current rental rates. In addition, we may incur substantial costs in obtaining new tenants, including brokerage commissions paid by us in connection with new leases or lease renewals, and the cost of making leasehold improvements. All of these events and factors could adversely affect our results of operations.

We are dependent upon certain key tenants, and decisions made by these tenants or adverse developments in the business of these tenants could have a negative impact on our financial condition.

We own shopping centers which are supported by “anchor” tenants which, due to size, reputation or other factors, are particularly responsible for drawing other tenants and shoppers to our centers. For instance, Publix Super Markets is our largest tenant and accounted for approximately 2.9 million square feet, or approximately 15.1% of our gross leasable area, at

December 31, 2010, and approximately $24.3 million, or 11.3%, of our annual minimum rent in 2010. No other tenant accounted for over 5% of our annual minimum rent.

In addition, an anchor tenant may decide that a particular store is unprofitable and close its operations in our center, and, while the tenant may continue to make rental payments, such a failure to occupy its premises could have an adverse effect on the property. A lease termination by an anchor tenant or a failure by that anchor tenant to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping center if their leases have “co-tenancy” clauses which permit cancellation or rent reduction if an anchor tenant’s lease is terminated or the anchor “goes dark.” Vacated anchor tenant space also tends to adversely affect the entire shopping center because of the loss of the departed anchor tenant’s power to draw customers to the center. We cannot provide any assurance that we would be able to quickly re-lease vacant space on favorable terms, if at all. Any of these developments could adversely affect our financial condition or results of operations.

Declarations of bankruptcy by national or regional tenants may have an adverse effect on our operations as those tenants may close multiple locations within our portfolio.

Certain segments of the retail environment remain weak, particularly those relating to home sales, discretionary spending, books, music and video stores. Some of our anchor or other small shop tenants may continue to experience a downturn in their businesses that may weaken their financial condition. As a result, tenants may delay lease commencement, fail to make rental payments when due or declare bankruptcy. In 2009 and 2010, several of our national tenants filed for bankruptcy protection. We are subject to the risk that these tenants may be unable to make their lease payments, may refuse to extend leases upon expiration or may reject leases in bankruptcy. Tenant bankruptcies, leasing delays or failures to make rental payments when due could result in the termination of the tenant’s lease and material losses to our business and harm to our operating results.

Volatility in the credit markets may affect our ability to obtain or re-finance our indebtedness at a reasonable cost.

As of December 31, 2010, we had approximately $196.9 million of senior notes and mortgage debt scheduled to mature in the next three years. Additionally, our $400.0 million unsecured revolving credit facility matures on October 2011 with a one year extension option. If credit conditions worsen or if interest rates increase from their current historically low levels, we may experience difficulty refinancing these upcoming loan maturities at a reasonable cost or with desired financing alternatives. For example, it may be hard to raise new unsecured financing in the form of additional bank debt or corporate bonds at interest rates that are appropriate for our long term objectives. If we draw under our existing unsecured revolving line of credit to repay maturing debt, our ability to use the line for other uses such as investments will be reduced. If we increase our reliance on mortgage debt, the credit rating agencies that rate our unsecured corporate debt may reduce our investment-grade credit ratings. Alternatively, we may need to repay maturing debt with proceeds from the issuance of equity or the sale of assets. In addition, lenders may impose more restrictive covenants, events of default and other conditions.

We have substantial debt obligations which may reduce our operating performance and put us at a competitive disadvantage.

As of December 31, 2010, we had debt and other liabilities outstanding in the aggregate amount of approximately $1.4 billion. Many of our loans require scheduled principal amortization. In addition, our organizational documents do not limit the level or amount of debt that we may incur, nor do we have a policy limiting our debt to any particular level. The amount of our debt outstanding from time to time could have important consequences to our stockholders. For example, it could:

	•		require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, property acquisitions, developments and redevelopments and other appropriate business opportunities that may arise in the future;
	•		limit our ability to make distributions on our outstanding shares of our common stock, including the payment of dividends required to maintain our status as a REIT;
	•		make it difficult to satisfy our debt service requirements;
	•		limit our flexibility in planning for, or reacting to, changes in our business and the factors that affect the profitability of our business, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms;
	•		adversely affect financial ratios and debt and operational coverage levels monitored by rating agencies and adversely affect the ratings assigned to our unsecured debt;

	•		limit our ability to obtain any additional debt or equity financing we may need in the future for working capital, debt refinancing, capital expenditures, acquisitions, redevelopment or other general corporate purposes or to obtain such financing on favorable terms; and
	•		require us to dedicate increased amounts of our cash flow from operations to payments on our variable rate, unhedged debt if interest rates rise.

If our internally generated cash is inadequate to repay our indebtedness upon maturity, then we will be required to repay debt through refinancing or equity offerings. If we are unable to refinance our indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of our properties, potentially upon disadvantageous terms, which might result in losses and might adversely affect our cash available for distribution. If prevailing interest rates or other factors at the time of refinancing result in higher interest rates on refinancing, our interest expense would increase without a corresponding increase in our rental rates, which would adversely affect our results of operations. Further, if one of our properties is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, or if we are in default under the related mortgage or deed of trust, such property could be transferred to the mortgagee, or the mortgagee could foreclose upon the property, appoint a receiver and receive an assignment of rents and leases or pursue other remedies, all with a consequent loss of income and asset value. Foreclosure could also create taxable income without accompanying cash proceeds, thereby hindering our ability to meet the REIT distribution requirements under the Code.

Our financial covenants may restrict our operating or acquisition activities, which may harm our financial condition and operating results.

Our unsecured revolving credit facility, our outstanding senior unsecured notes and much of our existing mortgage indebtedness contain customary covenants and conditions, including, among others, compliance with various financial ratios and restrictions upon the incurrence of additional indebtedness and liens on our properties. Furthermore, the terms of some of this indebtedness will restrict our ability to consummate transactions that result in a change of control or to otherwise issue equity or debt securities. The existing mortgages also contain customary negative covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage. If we were to breach covenants in these debt agreements, the lender could declare a default and require us to repay the debt immediately. If we fail to make such repayment in a timely manner, the lender may be entitled to take possession of any property securing the loan. If the lenders declared a default under our unsecured revolving credit facilities, all amounts outstanding would become due and payable and our ability to borrow in future periods could be restricted. In addition, any such default would constitute a cross default under our senior note indebtedness giving rise to the acceleration of such indebtedness.

Increases in interest rates cause our borrowing costs to rise and generally adversely affect the market price of our securities.

While none of our approximately $1.2 billion of debt outstanding as of December 31, 2010, bears variable interest, we do borrow funds at variable interest rates under our lines of credit and could borrow under other variable facilities in the future. Increases in interest rates would increase our interest expense on any variable rate debt, as well as maturing fixed rate debt that must be refinanced at higher interest rates. This would reduce our future earnings and cash flows, which could adversely affect our ability to service our debt and meet our other obligations and also could reduce the amount we are able to distribute to our stockholders. In addition, long-term increases in interest rates will affect the terms under which we refinance our existing debt as it matures, thereby adversely affecting results from operations.

In addition, the market price of our common stock is affected by the annual distribution rate on the shares of our common stock. An increase in market interest rates relative to our annual dividend rate may lead prospective purchasers of our common stock and other securities to seek alternative investments that offer a higher annual yield which would likely adversely affect the market price of our common stock and other securities. Finally, increases in interest rates may have the effect of depressing the market value of retail properties such as ours, including the value of those properties securing our indebtedness. Such declines in the market value of our properties would likely adversely affect the market price of our common stock and other securities.

Geographic concentration of our properties makes our business vulnerable to economic downturns in certain regions or to other events, like hurricanes, that disproportionately affect those areas.

As of December 31, 2010, approximately 51.8% of our retail property gross leasable area was located in Florida. As a result, economic, real estate and other general conditions in Florida will significantly affect our revenues and the value of our properties. Business layoffs or downsizing, industry slowdowns, declines in real estate values, reduced migration to Florida, changing demographics, increases in insurance costs and real estate taxes and other factors may adversely affect the economic

climate in Florida. Any resulting reduction in demand for retail properties in Florida would adversely affect our operating performance and limit our ability to make distributions to stockholders.

In addition, a significant portion of our retail property gross leasable area is located in coastal or other areas that are susceptible to the harmful effects of tropical storms, hurricanes, earthquakes and other similar natural disasters. As of December 31, 2010, over 61.9% of the total insured value of our portfolio is located in the State of Florida. Intense hurricanes and tropical storm activity during the last decade has caused our cost of property insurance to increase significantly. While much of the cost of this insurance is passed on to our tenants as reimbursable property costs, some tenants, particularly national tenants, do not pay a pro rata share of these costs under their leases. Hurricanes and similar storms also disrupt our business and the business of our tenants, which could affect the ability of some tenants to pay rent and may reduce the willingness of residents to remain in or move to the affected area. In addition, following our acquisition of CapCo, we have a large portfolio of properties located in the State of California, including a number of assets in the San Francisco Bay area. These properties may be subject to the risk that an earthquake or other, similar peril would affect the operations of these properties. We currently do not have comprehensive insurance covering losses from these perils. Therefore, if an earthquake did occur and our properties were affected, we would bear the losses resulting therefrom.

Therefore, as a result of the geographic concentration of our properties, we face demonstrable risks, including higher costs, such as uninsured property losses and higher insurance premiums, and disruptions to our business and the businesses of our tenants.

Our insurance coverage on our properties may be inadequate therefore increasing the risks to our business.

We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire, flood, rental loss and acts of terrorism. We also currently carry environmental insurance on all of our properties. All of these policies contain coverage limitations. We believe these coverages are of the types and amounts customarily obtained for or by an owner of similar types of real property assets located in the areas where our properties are located. We intend to obtain similar insurance coverage on subsequently acquired properties.

The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant losses incurred by the insurance industry. For instance, given the issues facing financial firms in general, including insurance companies, and following the hurricane, earthquake and other property loss activity in recent years, property insurance costs across our portfolio have increased. In the event of future industry losses, we may be unable to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses from named wind storms, earthquakes or due to terrorist acts and toxic mold, or, if offered, the cost of obtaining these types of insurance may not be justified. We, therefore, may cease to have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available.

If an uninsured loss or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but still remain obligated for any mortgage debt or other financial obligations related to the property. We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Also, due to inflation, changes in codes and ordinances, environmental considerations and other factors, it may not be feasible to use insurance proceeds to replace a building after it has been damaged or destroyed or the proceeds could be insufficient. Events such as these could adversely affect our results of operations and our ability to meet our obligations, including distributions to our stockholders.

We may be unable to sell properties in accordance with our business plan which could reduce our available capital or commit us to non-core assets over the long-term.

In general, we intend to sell assets over time as part of our capital recycling efforts and as assets no longer meet our investment criteria. For instance, following our acquisition of CapCo, we announced our intention to dispose of certain, non-core assets owned by it. However, real estate investments generally cannot be sold quickly. Also, there are limitations under federal income tax laws applicable to real estate and to REITs in particular that may limit our ability to sell our assets. We may not be able to alter our portfolio promptly in response to changes in economic or other conditions. Our inability to respond quickly to changes in the performance of our investments could adversely affect our ability to meet our obligations and make distributions to our stockholders.

The federal income tax provisions applicable to REITs provide that any gain realized by a REIT on the sale of property held as inventory or other property held primarily for sale to customers in the ordinary course of business is treated as income from a “prohibited transaction” that is subject to a 100% penalty tax. Under current law, unless a sale of real property qualifies for a safe harbor, the question of whether the sale of a property constitutes the sale of property held primarily for sale to customers is

generally a question of the facts and circumstances regarding a particular transaction. We intend to hold our properties for investment with a view to long-term appreciation, to engage in the business of acquiring and owning properties and to make occasional sales as are consistent with our investment objectives. We do not intend to engage in prohibited transactions. We cannot assure you that we will only make sales that satisfy the requirements of the safe harbors or that the IRS will not successfully assert that one or more of our sales are prohibited transactions.

Our development and redevelopment activities are inherently risky and may not yield anticipated returns, which would harm our operating results and reduce funds available for distributions to stockholders.

An important component of our growth strategy is the redevelopment of properties within our portfolio and the development of new shopping centers. At December 31, 2010, we had invested an aggregate of approximately $74.9 million in these development or redevelopment projects at various stages of completion and anticipate that these projects will require an additional $19.6 million to complete, based on our current plans and estimates. In addition to these costs, we currently estimate that the costs to complete The Gallery at Westbury Plaza project in Nassau County, New York, will be in the range of $90.0 to $100.0 million. These developments and redevelopments may not be as successful as currently expected. Expansion, renovation and development projects entail the following considerable risks:

	•		significant time lag between commencement and completion subjects us to greater risks due to fluctuations in the general economy;
	•		failure or inability to obtain construction or permanent financing on favorable terms;
	•		expenditure of money and time on projects that may never be completed;
	•		inability to achieve projected rental rates or anticipated pace of lease-up;
	•		higher-than-estimated construction costs, including labor and material costs; and
	•		possible delay in completion of the project because of a number of factors, including weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, or man-made or natural disasters (such as fires, hurricanes, earthquakes or floods).

While our policies with respect to expansion, renovation and development activities are intended to limit some of the risks otherwise associated with such activities, such as initiating construction only after securing commitments from anchor tenants, we will nevertheless be subject to risks that the construction costs of a property, due to factors such as cost overruns, design changes and timing delays arising from a lack of availability of materials and labor, weather conditions and other factors outside of our control, as well as financing costs, may exceed original estimates, possibly making the associated investment unprofitable. Significant changes in economic conditions could adversely affect prospective tenants and our ability to lease newly developed and redeveloped properties. Any substantial unanticipated delays or expenses could adversely affect the investment returns from these redevelopment projects and harm our operating results.

Future acquisitions may not yield the returns expected, may result in disruptions to our business, may strain management resources and may result in stockholder dilution.

Our investing strategy and our market selection process may not ultimately be successful and may not provide positive returns on our investment. The acquisition of properties or portfolios of properties entails risks that include the following, any of which could adversely affect our results of operations and our ability to meet our obligations:

	•		we may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify;
	•		we may not be able to integrate any acquisitions into our existing operations successfully;
	•		properties we acquire may fail to achieve the occupancy or rental rates we project at the time we make the decision to acquire, which may result in the properties’ failure to achieve the returns we projected;
	•		our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs, which could significantly increase our total acquisition costs; and
	•		our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost.

If we acquire a business, we will be required to integrate the operations, personnel and accounting and information systems of the acquired business and train, retain and motivate any key personnel from the acquired business. In addition, acquisitions of or investments in companies may cause disruptions in our operations and divert management’s attention away from day-to-day operations, which could impair our relationships with our current tenants and employees. The issuance of equity or debt securities in connection with any acquisition or investment could be substantially dilutive to our stockholders.

Our ability to grow will be limited if we cannot obtain additional capital.

Our growth strategy is focused on the redevelopment of properties we already own and the acquisition and development of additional properties. We believe that it will be difficult to fund our expected growth with cash from operating activities because, in addition to other requirements, we are required to distribute to our stockholders at least 90% of our REIT taxable income (excluding net capital gains) each year to continue to qualify as a REIT for federal income tax purposes. As a result, we must rely primarily upon the availability of debt or equity capital, which may or may not be available on favorable terms or at all. The debt could include mortgage loans from third parties or the sale of debt securities. Equity capital could include shares of our common stock or preferred stock. We cannot guarantee that additional financing, refinancing or other capital will be available in the amounts we desire or on favorable terms. Our access to debt or equity capital depends on a number of factors, including the general availability of credit in the capital markets, the market’s perception of our growth potential, our ability to pay dividends, our financial condition, our credit rating and our current and potential future earnings. Depending on the outcome of these factors, we could experience delay or difficulty in implementing our growth strategy on satisfactory terms, or we may be unable to implement this strategy at all. See the Risk Factor entitled “Volatility in the credit markets may affect our ability to obtain or re-finance our indebtedness at a reasonable cost.”

Property ownership through joint ventures could limit our control of those investments and reduce our expected returns.

Real estate partnership or joint venture investments may involve risks not otherwise present for investments made solely by us, including the possibility that our partners or co-venturers might become bankrupt, that our partners or co-venturers might at any time have different interests or goals than we do, and that our partners or co-venturers may take actions contrary to our instructions, requests, policies or objectives. Other risks of joint venture investments could include an impasse on decisions, such as sales of the ventures or their properties, because neither our partners or co-venturers nor we would have full control over the involved partnerships or joint ventures. These factors could limit the return that we receive from those investments or cause our cash flows to be lower than our estimates.

Competition for the acquisition of assets and the leasing of properties may adversely impact our future operating performance, our growth plans, and stockholder returns.

Numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and properties for acquisition, particularly in our target markets. This competition may affect us in various ways, including:

	•		reducing properties available for acquisition;
	•		increasing the cost of properties available for acquisition;
	•		reducing the rate of return on these properties;
	•		reducing rents payable to us;
	•		interfering with our ability to attract and retain tenants;
	•		leading to increased vacancy rates at our properties; and
	•		adversely affecting our ability to minimize expenses of operation.

In addition, tenants and potential acquisition targets may find competitors to be more attractive because they may have greater resources, broader geographic diversity, may be willing to pay more or offer greater lease incentives or may have a more compatible operating philosophy. In particular, larger REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. These competitive factors may adversely affect our profitability, and our stockholders may experience a lower return on their investment.

We may be subjected to liability for environmental contamination which might have a material adverse impact on our financial condition and results of operations.

As an owner and operator of real estate and real estate-related facilities, we may be liable for the costs of removal or remediation of hazardous or toxic substances present at, on, under, in or released from our properties, as well as for governmental fines and damages for injuries to persons and property. We may be liable without regard to whether we knew of, or were responsible for, the environmental contamination and with respect to properties we have acquired, whether the contamination occurred before or after the acquisition. We have several properties in our portfolio that will require or are currently undergoing varying levels of environmental remediation. The presence of contamination or the failure to properly remediate contamination at any of our properties may adversely affect our ability to sell or lease those properties or to borrow funds by using those properties as collateral. The costs or liabilities could exceed the value of the affected real estate. Although we have environmental insurance policies covering most of our properties, there is no assurance that these policies will cover any or all of the potential losses or damages from environmental contamination; therefore, any liability, fine or damage could directly impact our financial results.

We may experience adverse consequences in the event we fail to qualify as a REIT.

Although we believe that we are organized and have operated so as to qualify as a REIT under the Internal Revenue Code since our REIT election in 1995, no assurance can be given that we have qualified or will remain so qualified. In addition, no assurance can be given that new legislation, regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification.

Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code for which not infrequently there are only limited judicial and administrative interpretations. These provisions include requirements concerning, among other things, the ownership of our outstanding common stock, the nature of our assets, the nature and sources of our income, and the amount of our distributions to our stockholders. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. For example, in order to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources. Satisfying this requirement could be difficult, for example, if defaults by tenants were to reduce the amount of income from qualifying rents. In addition, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, excluding net capital gains. Under a revenue procedure issued by the Internal Revenue Service, REITs are permitted to pay the distributions required to qualify as a REIT under the Code in predominantly their own stock, rather than all cash, with respect to taxable years ending on or before December 31, 2011, subject to certain limitations. To the extent we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions (or deemed distributions) in any year are less than the sum of 85% of our ordinary income for that year, 95% of our capital gain net earnings for that year and 100% of our undistributed taxable income from prior years. We intend to make distributions to our stockholders to comply with the distribution provisions of the Internal Revenue Code. Although we anticipate that our cash flows from operating activities and our ability to borrow under our existing credit facilities will enable us to pay our operating expenses and meet distribution requirements, no assurance can be given in this regard. We may be required to sell assets to distribute enough of our taxable income to satisfy the distribution requirement and to avoid corporate income tax.

     If we fail to qualify as a REIT:

	•		we would not be allowed a deduction for distributions to stockholders in computing taxable income, and therefore our taxable income or alternative minimum taxable income so computed would be fully subject to the regular federal income tax or the federal alternative minimum tax;
	•		unless we are entitled to relief under specific statutory provisions, we could not elect to be taxed as a REIT again for the four taxable years following the year during which we were disqualified;
	•		we could be required to pay significant income taxes, which would substantially reduce the funds available for investment or for distribution to our stockholders for each year in which we failed or were not permitted to qualify; and
	•		the tax laws would no longer require us to pay any distributions to our stockholders.

We are subject to other tax liabilities.

Even if we qualify as a REIT, we are subject to some federal, state and local taxes on our income and property that could reduce operating cash flow. For example, we will pay tax on certain types of income that are not distributed, and will be subject to a 100% excise tax on transactions with a TRS that are not conducted on an arms-length basis. In addition, our TRSs are subject to foreign, federal, state and local taxes.

Our Chairman of the Board and his affiliates are beneficial owners of approximately 45.7% of our common stock and exercise significant control over our company and may delay, defer or prevent us from taking actions that would be beneficial to our other stockholders.

As of December 31, 2010, Chaim Katzman, the chairman of our board of directors and our largest stockholder, and his affiliates beneficially owned approximately 45.7% of the outstanding shares of our common stock as a result of a stockholders’ agreement with other of our stockholders, have voting power over almost 50.2% of our outstanding shares with respect to the election of directors. Accordingly, Mr. Katzman is able to exercise significant influence over the outcome of substantially all matters required to be submitted to our stockholders for approval, including decisions relating to the election of our board of directors and the determination of our day-to-day corporate and management policies. In addition, Mr. Katzman is able to exercise significant influence over the outcome of any proposed merger or consolidation of our company which, under our charter, requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Mr. Katzman’s ownership interest in our company may discourage third parties from seeking to acquire control of our company which may adversely affect the market price of our common stock.

To maintain our status as a REIT, we limit the amount of shares any one stockholder can own.

The Internal Revenue Code imposes certain limitations on the ownership of the stock of a REIT. For example, not more than 50% in value of our outstanding shares of capital stock may be owned, actually or constructively, by five or fewer individuals (as defined in the Code). To protect our REIT status, our charter provides that, subject to certain exceptions, no person may own, or be deemed to own, directly and by virtue of the constructive ownership provisions of the Code, more than 9.9% (or 5.0% in the case of an “individual”) in value of the aggregate outstanding shares of our capital stock or more than 9.9% (or 5.0% in the case of an “individual”), in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock. The constructive ownership rules are complex. Shares of our capital stock owned, actually or constructively, by a group of related individuals and/or entities may be treated as constructively owned by one of those individuals or entities. As a result, the acquisition of less than 5.0% or 9.9%, as applicable, in value of the outstanding common stock and/or a class or series of preferred stock (or the acquisition of an interest in an entity that owns common stock or preferred stock) by an individual or entity could cause that individual or entity (or another) to own constructively more than 5.0% or 9.9%, as applicable, in value of the outstanding stock. If that happened, either the transfer or ownership would be void or the shares would be transferred to a charitable trust and then sold to someone who can own those shares without violating the 5.0% or 9.9% ownership limit, as applicable. Our board of directors may waive the REIT ownership restrictions on a case-by-case basis, and it has in the past done so, including for Chaim Katzman, our chairman of the board, and his affiliates, and for LIH and its affiliates. Our charter also provides that, subject to certain exceptions, a foreign person may not acquire, beneficially or constructively, any shares of our capital stock, if immediately following the acquisition of such shares, the fair market value of the shares of our capital stock owned, directly and indirectly, by all foreign persons (other than Liberty International Holdings Limited (“LIH”) and its affiliates) would comprise 29% or more of the fair market value of the issued and outstanding shares of our capital stock. This 29% limit is intended to ensure that CapCo, one of our subsidiaries, will qualify as a “domestically controlled” REIT. The foregoing ownership restrictions may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the stockholders’ best interest.

We cannot assure you we will continue to pay dividends at current rates.

Our ability to continue to pay dividends on our common stock at current rates or to increase our common stock dividend rate will depend on a number of factors, including, among others, the following:

	•		our financial condition and results of future operations;
	•		the ability of our tenants to perform in accordance with the lease terms;
	•		the terms of our loan covenants; and
	•		our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

If we do not maintain or increase the dividend rate on our common stock, there could be an adverse effect on the market price of our common stock. Conversely, the payment of dividends on our common stock may be subject to payment in full of the interest on debt we may owe.

Under a revenue procedure issued by the Internal Revenue Service, REITs are permitted to pay the distributions required to qualify as a REIT under the Code in predominantly their own stock, rather than all cash, with respect to taxable years ending on or before December 31, 2011, subject to certain limitations. To date, we have paid all of our dividends solely in cash. If we were to pay a portion of our dividends in stock, there could be an adverse effect on the market price of our stock.

Our organizational documents contain provisions which may discourage the takeover of our company, may make removal of our management more difficult and may depress our stock price.

Our organizational documents contain provisions that may have an anti-takeover effect and inhibit a change in our management. As a result, these provisions could prevent our stockholders from receiving a premium for their shares of common stock above the prevailing market prices. These provisions include:

	•		the REIT and foreign ownership limits described above;
	•		the ability to issue preferred stock with the powers, preferences or rights determined by our board of directors;
	•		special meetings of our stockholders may be called only by the chairman of the board, the chief executive officer, the president or by the board of directors;
	•		advance notice requirements for stockholder proposals;
	•		the absence of cumulative voting rights; and
	•		provisions relating to the removal of incumbent directors.

Finally, Maryland law also contains several statutes that restrict mergers and other business combinations with an interested stockholder or that may otherwise have the effect of preventing or delaying a change of control.

Changes in taxation of corporate dividends may adversely affect the value of our common stock.

The maximum marginal rate of tax payable by a domestic non-corporate taxpayer on a dividend received from a regular “C” corporation in a taxable year beginning before January 1, 2013 is 15%, as opposed to the marginal tax rates of up to 35% that apply to ordinary income. The reduced tax rate, however, does not apply to dividends paid to domestic non-corporate taxpayers by a REIT, except for certain limited amounts. Although the distributed earnings of a REIT are generally subject to less total federal income tax than are the distributed earnings of a non-REIT “C” corporation which are distributed to stockholders net of corporate-level income tax, domestic non-corporate investors could view the stock of regular “C” corporations as more attractive relative to the stock of a REIT because the dividends from regular “C” corporations are taxed at a lower stated tax rate while distributions from REITs (other than distributions designated as capital gain dividends or returns of capital or the limited amounts of dividends that qualify for the 15% rate) are generally taxed at the same rate as the individual’s other ordinary income.

Foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a “domestically controlled” REIT.

A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” In general, we will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If we were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 5% of our outstanding common stock.

Several of our controlling stockholders have pledged their shares of our stock as collateral under bank loans, which could result in foreclosure and disposition and could have a negative impact on our stock price.

As of December 31, 2010, Chaim Katzman, the chairman of our board of directors and his affiliates beneficially owned approximately 45.7% of the outstanding shares of our common stock. Several of our stockholders affiliated with Mr. Katzman, including Gazit-Globe, Ltd. and related entities, have pledged a substantial portion of our stock that they own to secure loans made to them by commercial banks. Based on information from these stockholders, we believe that 85.0% of the shares reported as beneficially owned by Mr. Katzman and his affiliates are pledged to secure loans made to these stockholders.

If one of these stockholders defaults on any of its obligations under these pledge agreements or the related loan documents, these banks may have the right to sell the pledged shares in one or more public or private sales that could cause our stock price to decline. Many of the occurrences that could result in a foreclosure of the pledged shares are out of our control and are unrelated to our operations. Some of the occurrences that may constitute such an event of default include:

	•		the stockholder’s failure to make a payment of principal or interest when due;
	•		a reduction in the dividend we pay on our common stock;
	•		the occurrence of another default that would entitle any of the stockholder’s other creditors to accelerate payment of any debts and obligations owed to them by the stockholder;
	•		if the bank, in its absolute discretion, deems that a change has occurred in the condition of the stockholder to which the bank has not given its prior written consent; and
	•		if, in the opinion of the bank, the value of the pledged shares has been reduced or is likely to be reduced (for example, the price of our common stock declines).

In addition, because so many shares are pledged to secure these loans, the occurrence of an event of default could result in a sale of pledged shares that would trigger a change of control of our company, even when such a change may not be in the best interests of our stockholders or may violate covenants of certain loan agreements.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our consolidated portfolio consists primarily of grocery-anchored shopping centers and, at December 31, 2010, contained an aggregate of approximately 19.9 million square feet of gross leasable area, or GLA. Other than our leasehold interests in McAlpin Square shopping center located in Savannah, Georgia, Plaza Acadienne shopping center located in Eunice, Louisiana, and El Novillo shopping center located in Miami, Florida, all of our properties are owned in fee simple. In addition, some of our properties are subject to mortgages as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness.”

The following table provides a brief description of our properties as of December 31, 2010:

		Year		Total								Average
		Built /		Sq. Ft.				Percent				base rent
Property		Renovated		Owned				Leased				per leased SF				Grocer Anchor		Other anchor tenants
ALABAMA (3)
Madison Centre		1997			64,837				97.5	%		$	9.92			Publix		Rite Aid
The Shops at Lake Tuscaloosa		2003 / 2005			70,242				88.9	%		$	12.22			Publix
Winchester Plaza		2006			75,700				86.9	%		$	11.66			Publix
TOTAL SHOPPING CENTERS ALABAMA (3)					210,779				90.8	%		$	11.27
CONNECTICUT (2)
Brookside Plaza**		1985 / 2006			213,274				89.7	%		$	11.83			Wakefern Food		Bed Bath & Beyond / Walgreens / Staples / Petsmart
Copps Hill		1979 / 2002			184,528				100.0	%		$	13.14			Stop & Shop		Kohl’s / Rite Aid
TOTAL SHOPPING CENTERS CONNECTICUT (2)					397,802				94.5	%		$	12.47
FLORIDA (90)
Orlando / Central Florida (11)
Alafaya Commons		1987			126,333				92.2	%		$	14.65			Publix
Alafaya Village		1986			38,118				96.3	%		$	20.82
Conway Crossing		2002			76,321				85.5	%		$	11.57			Publix
Shoppes of Eastwood		1997			69,037				100.0	%		$	12.71			Publix
Eustis Village		2002			156,927				95.1	%		$	11.25			Publix		Beall’s Department Store
Hunter’s Creek		1998			73,204				98.2	%		$	13.65					Office Depot / Lifestyle Family Fitness
Kirkman Shoppes		1973			88,820				90.8	%		$	18.99					Party America
Lake Mary Centre		1988 / 2001			340,434				97.1	%		$	13.29			Albertsons		Kmart / Lifestyle Fitness Center / Office Depot
Park Promenade		1987 / 2000			128,848				70.0	%		$	7.04					Beauty Depot / Dollar General
Town & Country		1993			72,043				95.6	%		$	8.59			Albertsons* (Ross Dress For Less)
Unigold Shopping Center		1987			117,527				82.9	%		$	11.93			Winn-Dixie
Jacksonville / North Florida (10)
Atlantic Village		1984			100,559				87.5	%		$	10.59			Publix		Jo-Ann Fabric & Crafts
Beauclerc Village		1962 / 1988			68,846				89.0	%		$	8.46					Big Lots / Goodwill / Bealls Outlet
Forest Village		2000			71,526				85.0	%		$	10.92			Publix
Ft. Caroline		1985 / 1995			71,816				86.8	%		$	6.93			Winn-Dixie		Citi Trends
Mandarin Landing		1976			139,580				75.7	%		$	17.22			Whole Foods		Office Depot / Aveda Institute
Medical & Merchants		1993			156,153				98.9	%		$	11.46			Publix		Memorial Hospital / Planet Fitness
Middle Beach Shopping Center		1994			69,277				83.5	%		$	8.68			Publix*

		Year		Total								Average
		Built /		Sq. Ft.				Percent				base rent
Property		Renovated		Owned				Leased				per leased SF				Grocer Anchor		Other anchor tenants
Pablo Plaza		1974 / 1998 / 2001 / 2008			151,238				87.9	%		$	11.68			Publix		Marshalls / HomeGoods
Oak Hill		1985 / 1997			78,492				77.6	%		$	7.95			Publix
South Beach**		1990 / 1991			303,219				87.2	%		$	12.42					Ross / Bed Bath & Beyond / Home Depot / Stein Mart / Staples
Miami-Dade / Broward / Palm Beach (39)
Bird Ludlum		1988 / 1998			192,274				98.8	%		$	17.66			Winn-Dixie		CVS Pharmacy / Bird Executive / Goodwill
Boynton Plaza		1978 / 1999			99,324				91.1	%		$	13.25			Publix		CVS Pharmacy
Bluffs Square		1986			123,917				77.2	%		$	13.45			Publix		Walgreens
Chapel Trail		2007			56,378				100.0	%		$	21.50					LA Fitness
Coral Reef Shopping Center		1968 / 1990			76,632				96.2	%		$	25.29					Office Depot / Walgreens
Countryside Shops		1986 / 1988 / 1991			179,561				91.8	%		$	13.42			Publix		CVS Pharmacy / Stein Mart
Country Walk		1985 / 2006 / 2008			100,686				96.5	%		$	18.86			Publix		CVS Pharmacy
Crossroads Square		1973			81,587				79.9	%		$	17.02					CVS Pharmacy / Goodwill
CVS Plaza		2004			18,214				71.5	%		$	23.91
El Novillo		1970 / 2000			10,000				100.0	%		$	24.31					Jumbo Buffet
Gateway Plaza		1991			29,800				100.0	%		$	14.31					Babies R Us
Greenwood		1982 / 1994			132,325				88.4	%		$	12.93			Publix		Bealls Outlet
Hammocks Town Center		1987 / 1993			172,806				89.0	%		$	12.81			Publix		Metro Dade Library / CVS Pharmacy / Porky’s Gym
Jonathan’s Landing		1997			26,820				41.2	%		$	23.56
Lago Mar		1995			82,613				84.6	%		$	14.34			Publix
Lantana Village		1976 / 1999			181,780				96.6	%		$	7.63			Winn-Dixie		Kmart / Rite Aid* (Family Dollar)
Magnolia Shoppes		1998			114,118				89.5	%		$	11.01					Regal Cinemas / Deal$
Meadows		1997			75,524				95.8	%		$	14.03			Publix
Oakbrook Square		1974 / 2000 / 2003			199,633				97.1	%		$	14.20			Publix		Stein Mart / HomeGoods* / CVS / Basset Furniture / Duffy’s
Oaktree Plaza		1985			23,745				72.9	%		$	16.60
Pine Island		1983 / 1999			254,907				89.0	%		$	12.01			Publix		Home Depot Expo* / Staples
Plaza Alegre		2003			88,411				92.4	%		$	15.58			Publix		Goodwill
Point Royale		1970 / 2000			216,760				98.2	%		$	8.22			Winn-Dixie		Best Buy / Pasteur Medical
Prosperity Centre		1993			122,014				88.7	%		$	16.47					Office Depot / CVS / Bed Bath & Beyond / TJ Maxx
Ridge Plaza		1984 / 1999			155,204				94.6	%		$	10.94					Ridge Theater / Kabooms / Wachovia* (United Collection) / Round Up / Goodwill
Riverside Square		1987			104,241				81.8	%		$	13.34			Publix
Sawgrass Promenade		1982 / 1998			107,092				91.6	%		$	11.40			Publix		Walgreens / Dollar Tree
Sheridan Plaza		1973 / 1991			508,455				98.6	%		$	14.99			Publix		Kohl’s / Ross / Bed Bath & Beyond / Office Depot / LA Fitness / USA Baby & Child Space / Assoc. in Neurology

		Year		Total								Average
		Built /		Sq. Ft.				Percent				base rent
Property		Renovated		Owned				Leased				per leased SF				Grocer Anchor		Other anchor tenants
Shoppes of Andros Isles		2000			79,420				82.4	%		$	12.21			Publix
Shoppes of Silverlakes		1995 / 1997			126,789				84.8	%		$	16.71			Publix
Shops at Skylake		1999 / 2005 / 2006			281,943				96.1	%		$	17.23			Publix		TJMaxx / LA Fitness / Goodwill
Sunrise Town Center		1989			128,124				82.3	%		$	11.12					L.A. Fitness / Office Depot
Tamarac Town Square		1987			124,585				76.9	%		$	11.01			Publix		Dollar Tree
Veranda Shoppes		2007			44,888				100.0	%		$	24.99			Publix
Waterstone		2005			61,000				100.0	%		$	14.63			Publix
West Bird		1977 / 2000			99,864				91.2	%		$	13.03			Publix		CVS Pharmacy
West Lakes Plaza		1984 / 2000			100,747				100.0	%		$	13.38			Winn-Dixie		Navarro Pharmacy
Westport Plaza		2002			49,533				100.0	%		$	17.41			Publix
Young Circle		1962 / 1997			65,834				98.1	%		$	15.59			Publix		Walgreens
Florida Treasure / Northeast Coast (8)
Cashmere Corners		2001			89,234				91.2	%		$	8.67			Albertsons
New Smyrna Beach		1987			118,451				100.0	%		$	12.08			Publix		Bealls Outlet
Old King Commons		1988			84,759				92.6	%		$	8.37					Wal-Mart
Ryanwood		1987			114,925				90.9	%		$	11.32			Publix		Bealls Outlet / Books-A-Million
Salerno Village		1987			82,477				88.6	%		$	10.60			Winn-Dixie		CVS Pharmacy
Shops at St. Lucie		2006			19,361				91.0	%		$	22.03
South Point Center		2003			64,790				88.1	%		$	15.53			Publix
Treasure Coast		1983			133,781				98.5	%		$	11.80			Publix		TJ Maxx
Tampa / St. Petersburg / Venice / Cape Coral / Naples (22)
Bay Pointe Plaza		1984 / 2002			103,986				94.3	%		$	10.40			Publix		Bealls Outlet
Carrollwood		1970 / 2002			94,203				89.4	%		$	13.58			Publix		Golf Locker
Charlotte Square		1980			96,188				67.3	%		$	6.92			Publix* (American Signature Furniture)		Seafood Buffet
Chelsea Place		1992			81,144				96.5	%		$	11.78			Publix
Dolphin Village		1967/1990			136,224				79.7	%		$	13.22			Publix		Dollar Tree, CVS
Glengary Shoppes		1995			99,182				100.0	%		$	18.04					Best Buy / Barnes & Noble
Lake St. Charles		1999			57,015				100.0	%		$	10.43			Sweet Bay
Lutz Lake		2002			64,985				86.1	%		$	12.82			Publix
Marco Town Center		2001			109,830				91.0	%		$	17.92			Publix
Mariners Crossing		1989 / 1999			97,812				95.8	%		$	10.15			Sweet Bay
Midpoint Center		2002			75,386				100.0	%		$	12.36			Publix
Pavilion		1982			167,745				84.2	%		$	11.62			Publix		Pavilion 6 Theatre / Anthony’s
Regency Crossing		1986 / 2001			85,864				81.6	%		$	10.27			Publix

		Year		Total								Average
		Built /		Sq. Ft.				Percent				base rent
Property		Renovated		Owned				Leased				per leased SF				Grocer Anchor		Other anchor tenants
Ross Plaza		1984 / 1996			90,826				94.5	%		$	12.47					Ross Dress for Less / Deal$
Seven Hills		1991			72,590				87.8	%		$	10.45			Publix
Shoppes of North Port		1991			84,705				92.2	%		$	10.26			Publix		Bealls Outlet
Summerlin Square		1986 / 1998			109,156				49.1	%		$	7.99			Winn-Dixie
Sunlake		2008			89,516				85.6	%		$	16.97			Publix
Sunpoint Shopping Center		1984			132,374				65.5	%		$	8.61					Goodwill / Ozzie’s Buffet / Big Lots / Chapter 13 Trustee
Venice Plaza		1971 / 1979 / 1999			132,345				98.8	%		$	6.38			Sweet Bay		TJ Maxx
Venice Shopping Center		1968 / 2000			109,801				85.9	%		$	5.66			Publix		Beall’s Outlet
Walden Woods		1985 / 1998 / 2003			75,874				94.4	%		$	8.40					Dollar Tree / Aaron Rents / Dollar General
TOTAL SHOPPING CENTERS FLORIDA (90)					10,070,395				90.1	%		$	12.88
GEORGIA (34)
Atlanta (25)
BridgeMill		2000			89,102				86.4	%		$	15.78			Publix
Buckhead Station		1996			233,739				100.0	%		$	20.44					Bed Bath & Beyond / TJ Maxx / Old Navy / Toys R Us / DSW / Ulta 3 / Nordstrom Rack
Butler Creek		1990			95,597				87.4	%		$	10.82			Kroger
Chastain Square		1981 / 2001			91,637				98.1	%		$	17.94			Publix
Commerce Crossing		1988			100,668				26.5	%		$	5.52					Fred’s Store
Douglas Commons		1988			97,027				98.9	%		$	10.86			Kroger
Fairview Oaks		1997			77,052				89.4	%		$	10.47			Kroger
Freehome Village		2003			74,340				72.2	%		$	12.31			Publix
Golden Park Village		2000			68,738				78.7	%		$	10.83			Publix
Governors Town Square		2005			68,658				100.0	%		$	16.19			Publix
Grassland Crossing		1996			90,906				93.2	%		$	11.46			Kroger
Hairston Center		2000			13,000				38.5	%		$	11.28
Hamilton Ridge		2002			90,996				85.1	%		$	11.75			Kroger
Keith Bridge Commons		2002			94,886				87.0	%		$	12.34			Kroger
Mableton Crossing		1997			86,819				96.4	%		$	10.56			Kroger
Macland Pointe		1992-93			79,699				100.0	%		$	10.43			Publix
Market Place		1976			77,706				94.4	%		$	12.28					Galaxy Cinema
Paulding Commons		1991			192,391				96.3	%		$	8.07			Kroger		Kmart
Piedmont Peachtree Crossing		1978 / 1998			152,239				97.7	%		$	17.76			Kroger		Cost Plus Store / Binders Art Supplies
Powers Ferry Plaza		1979 / 1987 / 1998			86,473				86.5	%		$	9.89					Micro Center
Salem Road Station		2000			67,270				90.3	%		$	11.16			Publix
Shops of Huntcrest		2003			97,040				86.2	%		$	13.57			Publix
Shops of Westridge		2006			66,297				74.7	%		$	13.53			Publix

		Year		Total								Average
		Built /		Sq. Ft.				Percent				base rent
Property		Renovated		Owned				Leased				per leased SF				Grocer Anchor		Other anchor tenants
Wesley Chapel		1989			164,153				86.8	%		$	6.87					Corinthian College / Little Giant/ Deal$ / Planet Fitness
Williamsburg @ Dunwoody		1983			44,928				68.7	%		$	21.70
Central / South Georgia (9)
Daniel Village		1956 / 1997			171,932				85.0	%		$	8.84			Bi-Lo		St. Joseph Home Health Care
Dublin Village		2005			98,540				92.5	%		$	6.73			Kroger
Grayson Village		2002			83,155				77.1	%		$	11.51			Publix
Loganville Town Center		1997			77,661				88.9	%		$	11.96			Publix
McAlpin Square		1979			173,952				98.6	%		$	7.32			Kroger		Big Lots / Post Office / Habitat for Humanity
Spalding Village		1989			235,318				63.5	%		$	7.65			Kroger		Fred’s Store / Goodwill
The Vineyards at Chateau Elan		2002			79,047				97.4	%		$	14.42			Publix
Walton Plaza		1990			43,460				91.7	%		$	10.44			Harris Teeter* (Omni Fitness)
Wilmington Island Shopping Center		1985 / 1998 / 2003			87,818				69.6	%		$	12.68			Kroger
TOTAL SHOPPING CENTERS GEORGIA (34)					3,452,244				86.4	%		$	11.91
LOUISIANA (13)
Ambassador Row		1980 / 1991			187,678				97.4	%		$	9.87					Conn’s Appliances / Big Lots / Chuck E Cheese / Planet Fitness / JoAnn Fabrics
Ambassador Row Courtyard		1986 / 1991 / 2005			146,697				99.0	%		$	10.44					Bed Bath & Beyond / Marshall’s / Hancock Fabrics / Unitech Training Academy / Tuesday Morning
Bluebonnet Village		1983			101,623				91.3	%		$	11.35			Matherne’s		Office Depot
Boulevard		1976 / 1994			68,012				89.8	%		$	8.83					Piccadilly / Harbor Freight Tools / Golfballs.com
Country Club Plaza		1982 / 1994			64,686				92.1	%		$	6.50			Winn-Dixie
Crossing		1988 / 1993			114,806				97.4	%		$	5.83			Save A Center		A-1 Home Appliance / Piccadilly
Elmwood Oaks		1989			130,284				100.0	%		$	9.94					Academy Sports / Dollar Tree / Home Décor
Grand Marche (ground lease)		1969			200,585				100.0	%		NA
Plaza Acadienne		1980			105,419				56.4	%		$	4.42			Super 1 Store		Fred’s Store
Sherwood South		1972 / 1988 / 1992			77,107				86.0	%		$	6.35					Burke’s Outlet / Harbor Freight Tools / Fred’s Store
Siegen Village		1988			170,416				99.2	%		$	9.32					Office Depot / Big Lots / Dollar Tree / Stage / Party City
Tarpon Heights		1982			56,605				84.3	%		$	5.31					Stage / Dollar General
Village at Northshore		1988			144,638				96.7	%		$	8.54					Marshalls / Dollar Tree / Kirschman’s* / Bed Bath & Beyond / Office Depot
TOTAL SHOPPING CENTERS LOUISIANA (13)					1,568,556				93.5	%		$	8.65
MARYLAND (1)
South Plaza Shopping Center		2005			92,335				100.0	%		$	16.95					Ross Dress For Less / Best Buy / Old Navy / Petco
TOTAL SHOPPING CENTERS MARYLAND (1)					92,335				100.0	%		$	16.95

		Year		Total								Average
		Built /		Sq. Ft.				Percent				base rent
Property		Renovated		Owned				Leased				per leased SF				Grocer Anchor		Other anchor tenants
MASSACHUSETTS (7)
Cambridge Star Market		1953 / 1997			66,108				100.0	%		$	30.25			Star Market
Medford Shaw’s Supermarket		1995			62,656				100.0	%		$	23.94			Shaw’s
Plymouth Shaw’s Supermarket		1993			59,726				100.0	%		$	17.77			Shaw’s
Quincy Star Market		1965 / 1995			100,741				100.0	%		$	19.53			Star Market
Swampscott Whole Foods		1967 / 2005			35,907				100.0	%		$	22.89			Whole Foods
Webster Plaza		1963 / 1998			199,425				100.0	%		$	8.18			Shaw’s		K Mart
West Roxbury Shaw’s Plaza		1973 / 1995 / 2006			76,316				92.9	%		$	25.25			Shaw’s
TOTAL SHOPPING CENTERS MASSACHUSETTS (7)					600,879				99.1	%		$	18.09
MISSISSIPPI (1)
Shipyard Plaza		1987			66,857				98.2	%		$	7.04					Big Lots / Buffalo Wild Wings
TOTAL SHOPPING CENTERS MISSISSIPPI (1)					66,857				98.2	%		$	7.04
NEW YORK (2)
Westbury Plaza		1993			398,602				100.0	%		$	21.14					Marshalls / Sports Authority / Walmart / Olive Garden / Borders / Costco
1175 Third Avenue		1995			25,350				100.0	%		$	41.66			Food Emporium
TOTAL SHOPPING CENTERS NEW YORK (2)					423,952				100.0	%		$	22.37
NORTH CAROLINA (12)
Brawley Commons		1997 / 1998			119,189				75.7	%		$	11.48			Lowe’s Foods		Rite Aid
Carolina Pavilion		1996			731,678				93.7	%		$	10.65					AMC Theatres / Value City Furniture / Old Navy / Ross Dress For Less / Sports Authority / Babies ‘R Us / Michaels Crafts / Sears Retail Outlet Store / DSW Shoe Warehouse / Cost Plus World Market / Gregg Appliances / Petco / Dollar Tree / Dress Barn / Bed Bath & Beyond / Kohl’s / Buy Buy Baby / Nordstrom Rack
Centre Pointe Plaza		1989			163,642				94.7	%		$	5.81					Belk’s / Dollar Tree / Aaron Rents / Burkes Outlet Stores
Chestnut Square		1985 / 2008			34,260				90.7	%		$	15.45					Walgreens
Galleria		1986 / 1990			92,114				76.4	%		$	9.75			Harris Teeter*
Parkwest Crossing		1990			85,602				91.6	%		$	10.47			Food Lion
Riverview Shopping Center		1973 / 1995			128,498				95.4	%		$	7.82			Kroger		Upchurch Drugs / Riverview Galleries
Salisbury Marketplace		1987			79,732				75.9	%		$	10.88			Food Lion
Stanley Market Place		2007			53,228				93.4	%		$	9.90			Food Lion		Family Dollar
Thomasville Commons		1991			148,754				90.8	%		$	5.49			Ingles		Kmart
Willowdaile Shopping Center		1986			95,601				84.1	%		$	8.69					Hall of Fitness / Ollie’s Bargain Outlet
Whitaker Square		1996			82,760				100.0	%		$	12.24			Harris Teeter		Rugged Wearhouse
TOTAL SHOPPING CENTERS NORTH CAROLINA (12)					1,815,058				90.5	%		$	9.62

		Year		Total								Average
		Built /		Sq. Ft.				Percent				base rent
Property		Renovated		Owned				Leased				per leased SF				Grocer Anchor		Other anchor tenants
SOUTH CAROLINA (7)
Belfair Towne Village		2000 / 2003 / 2006			166,639				89.7	%		$	13.43			Kroger		Stein Mart
Lancaster Plaza		1971 / 1990			77,400				57.1	%		$	3.67			Bi-Lo		Tractor Supply
Lancaster Shopping Center		1963 / 1987			29,047				17.2	%		$	6.49
Milestone Plaza		1995			89,721				97.4	%		$	14.86			Bi-Lo
North Village Center		1984			60,356				70.3	%		$	8.34					Dollar General / Goodwill
Windy Hill		1968 / 1988 / 2006			68,465				96.5	%		$	5.96					Rose’s Store / Family Dollar Store
Woodruff		1995			68,055				98.7	%		$	10.66			Publix
TOTAL SHOPPING CENTERS SOUTH CAROLINA (7)					559,683				82.5	%		$	10.75
TENNESSEE (1)
Greensboro Village Shopping Center		2005			70,203				95.6	%		$	14.21			Publix
TOTAL SHOPPING CENTERS TENNESSEE (1)					70,203				95.6	%		$	14.21
VIRGINIA (1)
Smyth Valley Crossing		1989			126,841				98.9	%		$	6.06			Ingles		Wal-Mart
TOTAL SHOPPING CENTERS VIRGINIA (1)					126,841				98.9	%		$	6.06
TOTAL CORE SHOPPING CENTER PORTFOLIO (174)					19,455,584				90.3	%		$	12.38
OTHER PROPERTIES (6)
4101 South I-85 Industrial		1956 / 1963			188,513				38.0	%
Banco Popular Office Building		1971			32,737				82.9	%
Laurel Walk Apartments		1985			106,480				91.8	%
Mandarin Mini-Storage		1982			52,300				62.7	%
Prosperity Office Building		1972			3,200				0.0	%
Providence Square		1973			85,930				22.6	%
TOTAL OTHER PROPERTIES (6)					469,160				53.0	%
TOTAL EXCLUDING DEVELOPMENTS, REDEVELOPMENTS & LAND (180)					19,924,744				89.4	%
DEVELOPMENTS, REDEVELOPMENTS & LAND (9)
Developments (2)
Redevelopments (2)
Land Held for Development (5)
TOTAL CONSOLIDATED - 189 Properties

Total square footage does not include shadow anchor square footage that is not owned by Equity One.

Most of our leases provide for the monthly payment in advance of fixed minimum rent, the tenants’ pro rata share of property taxes, insurance (including fire and extended coverage, rent insurance and liability insurance) and common area maintenance for the property. Our leases may also provide for the payment of additional rent based on a percentage of the tenants’ sales. Utilities are generally paid directly by tenants except where common metering exists with respect to a property. In those cases, we make the payments for the utilities and are reimbursed by the tenants on a monthly basis. Generally, our leases prohibit our tenants from assigning or subletting their spaces. The leases also require our tenants to use their spaces for the purposes designated in their lease agreements and to operate their businesses on a continuous basis. Some of the lease agreements with major or national or regional 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 tenant will remain liable for the payment of the lease obligations under that lease agreement.

Major Tenants

The following table sets forth as of December 31, 2010 the gross leasable area, or GLA, of our existing properties leased to tenants in our core shopping center portfolio. Our core shopping center portfolio is defined as all of our shopping centers accounted for on a consolidated basis, excluding Canyon Trails Towne Center which is owned through a joint venture with Vestar Development Company.

		Supermarket
		Anchor Tenants				Other Anchor				Non-anchor
		(1)				Tenants(1)				Tenants				Total
Leased GLA (sq. ft.)			5,742,846				6,600,831				5,220,180				17,563,857
Percentage of Total Leased GLA			32.7	%			37.6	%			29.7	%			100	%

The following table sets forth as of December 31, 2010 the annual minimum rent at expiration attributable to tenants in our core shopping center portfolio:

		Supermarket Anchor
		Tenants				Other Anchor Tenants				Non-anchor Tenants				Total
Annual Minimum Rent (“AMR”)		$	53,688,940			$	68,665,983			$	104,040,262			$	226,395,185
Percentage of Total AMR			23.7	%			30.3	%			46.0	%			100.0	%

The following table sets forth as of December 31, 2010 information regarding leases with the ten largest tenants in our core shopping center portfolio:

																						Average
																		Percent of				Annual
																		Aggregate				Minimum
										Percent				Annualized				Annualized				Rent per
		Number				GLA				of Total				Minimum Rent				Minimum				Square
Tenant		of Leases				(square feet)				GLA				at 12/31/10				Rent				Foot
Publix			67				2,946,030				15.1	%		$	24,329,631				11.3	%		$	8.26
Supervalu			6				398,625				2.0	%			8,681,248				4.0	%		$	21.78
Kroger			15				845,602				4.3	%			6,641,076				3.1	%		$	7.85
TJ Maxx Companies			11				347,401				1.8	%			4,182,887				1.9	%		$	12.04
Bed, Bath & Beyond			8				267,761				1.4	%			3,250,935				1.5	%		$	12.14
LA Fitness			4				196,235				1.0	%			3,087,362				1.4	%		$	15.73
Costco			1				148,295				0.8	%			3,000,921				1.4	%		$	20.24
Winn Dixie			9				398,128				2.1	%			2,937,815				1.4	%		$	7.38
Office Depot			10				243,625				1.3	%			2,797,348				1.3	%		$	11.48
Dollar Tree			25				272,041				1.4	%			2,419,081				1.1	%		$	8.89
Total top ten tenants			156				6,063,743				31	%		$	61,328,304				28	%		$	10.11