##### Table of Contents



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, 2008
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER: 001-31817
 CEDAR SHOPPING CENTERS, INC.
  Maryland
    
    42-1241468(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)44 South Bayles Avenue, Port Washington, NY
    
    11050-3765(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (516) 767-6492
Securities registered pursuant to Section 12(b) of the Act:
 Name of each exchange onTitle of each class
    
    which registeredCommon Stock, $0.06 par value
    
    New York Stock Exchange8-7/8% Series A Cumulative RedeemablePreferred Stock, $25.00 Liquidation Value
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS
 Item No.
    
    Page No.PART I1 and 2. Business and Properties
    
    
    41A. Risk Factors
    
    
    91B. Unresolved Staff Comments
    
    
    173. Legal Proceedings
    
    
    174. Submission of Matters to a Vote of Security Holders
    
    
    17PART II5. Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    216. Selected Financial Data
    
    
    237. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    257A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    358. Financial Statements and Supplementary Data
    
    
    379. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
    
    
    749A. Controls and Procedures, including Management Report on Internal
Control Over Financial Reporting
    
    
    749B. Other Information
    
    
    76PART III10. Directors, Executive Officers
and Corporate Governance
    
    
    7611. Executive Compensation
    
    
    7612. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    7613. Certain Relationships and Related Transactions,
and Director Independence
    
    
    7614. Principal Accounting Fees and Services
    
    
    76PART IV15 Exhibits and Financial Statement Schedules
    
    
    77EX-10.2.dEX-10.3.b.v.EX-10.3.c.v.EX-10.3.d.iv.EX-10.3.f.EX-10.8EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  3




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Part I.
 
 Items 1 and 2. Business and Properties
 General
      4




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The Companys Properties
  Number of
    
    GLA
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Net bookState
    
    properties
    
    (Sq. ft.)
    
    Land
    
    improvements
    
    Total cost
    
    depreciation
    
    valuePennsylvania
    
    
    46
    
    
    
    5,955,000
    
    
    $
    126,822,000
    
    
    $
    636,343,000
    
    
    $
    763,165,000
    
    
    $
    78,134,000
    
    
    $
    685,031,000Massachusetts
    
    
    9
    
    
    
    1,447,000
    
    
    
    42,967,000
    
    
    
    187,774,000
    
    
    
    230,741,000
    
    
    
    17,812,000
    
    
    
    212,929,000Connecticut
    
    
    8
    
    
    
    960,000
    
    
    
    18,535,000
    
    
    
    113,379,000
    
    
    
    131,914,000
    
    
    
    11,788,000
    
    
    
    120,126,000Virginia
    
    
    13
    
    
    
    816,000
    
    
    
    28,878,000
    
    
    
    101,651,000
    
    
    
    130,529,000
    
    
    
    11,593,000
    
    
    
    118,936,000Ohio
    
    
    27
    
    
    
    967,000
    
    
    
    22,869,000
    
    
    
    96,297,000
    
    
    
    119,166,000
    
    
    
    10,887,000
    
    
    
    108,279,000Maryland
    
    
    7
    
    
    
    677,000
    
    
    
    15,736,000
    
    
    
    68,750,000
    
    
    
    84,486,000
    
    
    
    6,037,000
    
    
    
    78,449,000New Jersey
    
    
    4
    
    
    
    968,000
    
    
    
    13,802,000
    
    
    
    71,423,000
    
    
    
    85,225,000
    
    
    
    7,251,000
    
    
    
    77,974,000New York
    
    
    6
    
    
    
    279,000
    
    
    
    15,204,000
    
    
    
    44,013,000
    
    
    
    59,217,000
    
    
    
    2,513,000
    
    
    
    56,704,000Michigan
    
    
    1
    
    
    
    78,000
    
    
    
    2,443,000
    
    
    
    9,779,000
    
    
    
    12,222,000
    
    
    
    982,000
    
    
    
    11,240,000Total operating
portfolio
    
    
    121
    
    
    
    12,147,000
    
    
    
    287,256,000
    
    
    
    1,329,409,000
    
    
    
    1,616,665,000
    
    
    
    146,997,000
    
    
    
    1,469,668,000Projects under
development and
land held for
future expansion
and development
    
    
    n/a
    
    
    
    n/a
    
    
    
    92,524,000
    
    
    
    72,789,000
    
    
    
    165,313,000
    
    
    
    
    
    
    
    165,313,000Total portfolio
    
    
    121
    
    
    
    12,147,000
    
    
    $
    379,780,000
    
    
    $
    1,402,198,000
    
    
    $
    1,781,978,000
    
    
    $
    146,997,000
    
    
    $
    1,634,981,000
 5




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Number
    
    
    
    
    
    
    
    
    
    
    
    
    
    Annualized
    
    Percentage ofof
    
    
    
    
    
    Percentage
    
    Annualized
    
    base rent
    
    annualizedTenant
    
    stores
    
    GLA
    
    of GLA
    
    base rent
    
    per sq ft
    
    base rentsTop ten tenants (a):Giant Foods (b)
    
    
    19
    
    
    
    1,136,000
    
    
    
    9.4
    %
    
    $
    16,867,000
    
    
    $
    14.84
    
    
    
    13.5
    %Discount Drug Mart
    
    
    18
    
    
    
    454,000
    
    
    
    3.7
    %
    
    
    4,273,000
    
    
    
    9.41
    
    
    
    3.4
    %Farm Fresh (b)
    
    
    6
    
    
    
    364,000
    
    
    
    3.0
    %
    
    
    3,768,000
    
    
    
    10.35
    
    
    
    3.0
    %Stop & Shop (b)
    
    
    5
    
    
    
    325,000
    
    
    
    2.7
    %
    
    
    3,494,000
    
    
    
    10.75
    
    
    
    2.8
    %CVS
    
    
    14
    
    
    
    150,000
    
    
    
    1.2
    %
    
    
    2,979,000
    
    
    
    19.86
    
    
    
    2.4
    %Shaws (b)
    
    
    4
    
    
    
    241,000
    
    
    
    2.0
    %
    
    
    2,676,000
    
    
    
    11.10
    
    
    
    2.1
    %LA Fitness
    
    
    4
    
    
    
    168,000
    
    
    
    1.4
    %
    
    
    2,422,000
    
    
    
    14.42
    
    
    
    1.9
    %Staples
    
    
    7
    
    
    
    151,000
    
    
    
    1.2
    %
    
    
    2,091,000
    
    
    
    13.85
    
    
    
    1.7
    %Food Lion (b)
    
    
    7
    
    
    
    243,000
    
    
    
    2.0
    %
    
    
    1,921,000
    
    
    
    7.91
    
    
    
    1.5
    %Burlington Coat Factory
    
    
    2
    
    
    
    306,000
    
    
    
    2.5
    %
    
    
    1,680,000
    
    
    
    5.49
    
    
    
    1.3
    %Sub-total top ten tenants
    
    
    86
    
    
    
    3,538,000
    
    
    
    29.1
    %
    
    
    42,171,000
    
    
    
    11.92
    
    
    
    33.8
    %Remaining tenants
    
    
    1,130
    
    
    
    7,677,000
    
    
    
    63.2
    %
    
    
    82,546,000
    
    
    
    10.75
    
    
    
    66.2
    %Sub-total all tenants
    
    
    1,216
    
    
    
    11,215,000
    
    
    
    92.3
    %
    
    
    124,717,000
    
    
    
    11.12
    
    
    
    100.0
    %Vacant space (c)
    
    
    n/a
    
    
    
    932,000
    
    
    
    7.7
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal (including vacant space)
    
    
    1,216
    
    
    
    12,147,000
    
    
    
    100.0
    %
    
    $
    124,717,000
    
    
    $
    10.27
    
    
    
    n/a
 
 (a)
    
    Based on annualized base rent.(b)
    
    Several of the tenants listed above share common ownership with other tenants including, without limitation, (1) Giant Foods and
Stop & Shop, (2) Farm Fresh, Shaws, Shop n Save (GLA of 53,000; annualized base rent of $505,000), Shoppers Food Warehouse
(GLA of 59,000, annualized base rent of $939,000) and Acme (GLA of 172,000, annualized based rent of $756,000), and (3) Food
Lion and Hannaford (GLA of 43,000; annualized base rent of $405,000).(c)
    
    Includes vacant space at properties undergoing development and/or redevelopment activities. PercentageNumber
    
    
    
    
    
    Percentage
    
    Annualized
    
    Annualized
    
    of annualizedYear of lease
    
    of leases
    
    GLA
    
    of GLA
    
    expiring
    
    expiring base
    
    expiringexpiration (a)
    
    expiring
    
    expiring
    
    expiring
    
    base rents
    
    rents per sq ft
    
    base rentsMonth-To-Month
    
    
    89
    
    
    
    211,000
    
    
    
    1.9
    %
    
    $
    2,884,000
    
    
    $
    13.67
    
    
    
    2.3
    %2009
    
    
    187
    
    
    
    1,025,000
    
    
    
    9.1
    %
    
    
    10,102,000
    
    
    
    9.86
    
    
    
    8.1
    %2010
    
    
    183
    
    
    
    1,344,000
    
    
    
    12.0
    %
    
    
    13,248,000
    
    
    
    9.86
    
    
    
    10.6
    %2011
    
    
    158
    
    
    
    966,000
    
    
    
    8.6
    %
    
    
    10,580,000
    
    
    
    10.95
    
    
    
    8.5
    %2012
    
    
    152
    
    
    
    799,000
    
    
    
    7.1
    %
    
    
    9,101,000
    
    
    
    11.39
    
    
    
    7.3
    %2013
    
    
    134
    
    
    
    794,000
    
    
    
    7.1
    %
    
    
    9,458,000
    
    
    
    11.91
    
    
    
    7.6
    %2014
    
    
    57
    
    
    
    835,000
    
    
    
    7.4
    %
    
    
    7,070,000
    
    
    
    8.47
    
    
    
    5.7
    %2015
    
    
    47
    
    
    
    527,000
    
    
    
    4.7
    %
    
    
    5,550,000
    
    
    
    10.53
    
    
    
    4.5
    %2016
    
    
    37
    
    
    
    539,000
    
    
    
    4.8
    %
    
    
    5,473,000
    
    
    
    10.15
    
    
    
    4.4
    %2017
    
    
    33
    
    
    
    497,000
    
    
    
    4.4
    %
    
    
    6,252,000
    
    
    
    12.58
    
    
    
    5.0
    %2018
    
    
    40
    
    
    
    813,000
    
    
    
    7.2
    %
    
    
    8,900,000
    
    
    
    10.95
    
    
    
    7.1
    %Thereafter
    
    
    99
    
    
    
    2,865,000
    
    
    
    25.6
    %
    
    
    36,099,000
    
    
    
    12.60
    
    
    
    28.9
    %1,216
    
    
    
    11,215,000
    
    
    
    100.0
    %
    
    
    124,717,000
    
    
    
    11.12
    
    
    
    100.0
    %Vacant space (a)
    
    
    n/a
    
    
    
    932,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal portfolio (b)
    
    
    1,216
    
    
    
    12,147,000
    
    
    
    n/a
    
    
    $
    124,717,000
    
    
    $
    10.27
    
    
    
    n/a
 
 (a)
    
    Includes vacant space at properties undergoing development and/or redevelopment activities.(b)
    
    At December 31, 2008, the Company had a portfolio of 121 operating properties totaling approximately 12.1
million sq. ft. of GLA, including 111 wholly-owned properties comprising approximately 10.9 million sq. ft. and
ten properties owned in joint venture comprising approximately 1.2 million sq. ft. The entire 121 property
portfolio was approximately 92% leased at December 31, 2008.  6




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Acquisitions in 2008
  Number of
    
    
    
    
    
    
    AcquisitionProperty
    
    properties
    
    
    GLA
    
    
    cost (i)(ii)Operating properties (iii)
    
    
    4
    
    
    
    268,000
    
    
    $
    54,509,000Land for projects under development,
expansion and/or future development
    
    
    6
    
    
    182 acres
    
    
    55,122,000Total
    
    
    
    
    
    
    
    
    
    $
    109,631,000
 
 (i)
    
    Amounts include purchase accounting allocations totaling approximately $2.2 million.(ii)
    
    During 2008, the Company acquired the partnership interests from the partner owning the
70% interests in Fairview Plaza, Halifax Plaza and Newport Plaza, and the 75% interest in
Loyal Plaza, previously consolidated for financial reporting purposes, for a purchase price
of approximately $17.5 million. The excess of the purchase price and closing costs over the
carrying value of the minority interest partners accounts (approximately $8.4 million) was
allocated to the Companys real estate asset accounts.(iii)
    
    These four properties, acquired individually and not as part of a portfolio, had
acquisition costs of less than $20.0 million each. 7




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Joint Venture Arrangements
     8




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Competition
  Environmental Matters
   Employees
  
 Item 1A. Risk Factors
 Deteriorating conditions in the U.S. economy, instability in the credit markets and the uncertain
retail environment could adversely affect our ability to continue to pay dividends or cause us to
reduce further the amount of our dividends .
  9




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Volatility and instability in the credit markets could adversely affect our ability to obtain new
financing or to refinance existing indebtedness .
   Our properties consist primarily of community shopping and convenience centers. Our performance
therefore is linked to economic conditions in the market for retail space generally .
   10




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Our performance and value are subject to risks associated with real estate assets and with the real
estate industry.
  1.
    
    local oversupply, increased competition or declining demand for real estate;2.
    
    non-payment or deferred payment of rent or other charges by tenants, either as a result
of tenant-specific financial ills, or general economic events or circumstances adversely
affecting consumer disposable income or credit;3.
    
    vacancies or an inability to rent space on acceptable terms;4.
    
    inability to finance property development, tenant improvements and acquisitions on
acceptable terms;5.
    
    increased operating costs, including real estate taxes, insurance premiums, utilities,
repairs and maintenance;6.
    
    volatility and/or increases in interest rates, or the non-availability of funds in the
credit markets in general;7.
    
    an inability to refinance our existing indebtedness or to refinance on acceptable
terms;8.
    
    increased costs of complying with current, new or expanded governmental regulations;9.
    
    the relative illiquidity of real estate investments;10.
    
    changing market demographics;11.
    
    changing traffic patterns;12.
    
    an inability to arrange property-specific replacement financing for maturing mortgage
loans in acceptable amounts or on acceptable terms;
 Our substantial indebtedness and constraints on credit may impede our operating performance, as
well as our development, redevelopment and acquisition activities, and put us at a competitive
disadvantage.
  11




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As substantially all of our revenues are derived from rental income, failure of tenants to pay rent
or delays in arranging leases and occupancy at our properties, particularly with respect to anchor
tenants, could seriously harm our operating results and financial condition.
     Competition may impede our ability to renew leases or re-let spaces as leases expire, which could
harm our business and operating results.
  12




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Our current and future joint venture investments could be adversely affected by the lack of sole
decision-making authority, reliance on joint venture partners financial condition, and any
disputes that may arise between our joint venture partners and us.
  The financial covenants in our loan agreements may restrict our operating or acquisition
activities, which may harm our financial condition and operating results.
  A substantial portion of our properties are located in the mid-Atlantic and Northeast coastal
regions, which exposes us to greater economic risks than if our properties were owned in several
geographic regions.
  13




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Development and redevelopment activities may be delayed or otherwise may not achieve expected
results.
  Our success depends on key personnel whose continued service is not guaranteed.
  Potential losses may not be covered by insurance.
  Future terrorist attacks could harm the demand for, and the value of, our properties.
  14




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If we fail to continue as a REIT, our distributions will not be deductible, and our income will be
subject to taxation, thereby reducing earnings available for distribution.
     We could incur significant costs related to government regulation and litigation over environmental
matters and various other federal, state and local regulatory requirements.
  15




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Our charter and Maryland law contain provisions that may delay, defer or prevent a change of
control transaction and depress our stock price.
   1.
    
    business combination provisions that, subject to limitations, prohibit certain
business combinations between us and an interested stockholder (defined generally as any
person or an affiliate thereof
 16




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who beneficially owns 10% or more of the voting power of our shares) for five years after
the most recent date on which the stockholder becomes an interested stockholder, and
thereafter imposes special appraisal rights and special stockholder voting requirements on
these combinations; and2.
    
    control share provisions that provide that our control shares (defined as shares
that, when aggregated with other shares controlled by the stockholder, entitle the
stockholder to exercise one of three increasing ranges of voting power in electing
directors) acquired in a control share acquisition (defined as the direct or indirect
acquisition of ownership or control of control shares) have no voting rights except to the
extent approved by our shareholders by the affirmative vote of at least two-thirds of all
the votes entitled to be cast on the matter, excluding all interested shares.
  
 Item 1B. Unresolved Staff Comments:
 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders:
 Directors and Executive Officers of the Company
  Name
    
    Age
    
    PositionLeo S. Ullman
    
    
    69
    
    
    Chairman of the Board of Directors, Chief Executive Officer
and PresidentJames J. Burns
    
    
    69
    
    
    DirectorRichard Homburg
    
    
    59
    
    
    DirectorPamela N. Hootkin
    
    
    61
    
    
    DirectorPaul G. Kirk, Jr.
    
    
    71
    
    
    DirectorEverett B. Miller, III
    
    
    63
    
    
    DirectorRoger M. Widmann
    
    
    69
    
    
    DirectorLawrence E. Kreider, Jr.
    
    
    61
    
    
    Chief Financial OfficerNancy H. Mozzachio
    
    
    44
    
    
    Vice President  LeasingThomas B. Richey
    
    
    53
    
    
    Vice President  Development and Construction ServicesBrenda J. Walker
    
    
    56
    
    
    Vice PresidentStuart H. Widowski
    
    
    48
    
    
    Secretary and General Counsel
 Leo S. Ullman
 17




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James J. Burns
 Richard Homburg
 Pamela N. Hootkin,
 Paul G. Kirk, Jr.
 18




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Everett B. Miller, III
 Roger M. Widmann,
 Lawrence E. Kreider, Jr.
 19




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Nancy H. Mozzachio
 Thomas B. Richey
 Brenda J. Walker
 Stuart H. Widowski
 20




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Part II.
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Dividend Information
  Market Information
  Quarter ended
    
    Market price range
    
    Dividends2008
    
    High
    
    Low
    
    Close
    
    paidMarch 31
    
    $
    12.60
    
    
    $
    9.42
    
    
    $
    11.68
    
    
    $
    0.225June 30
    
    
    13.12
    
    
    
    11.60
    
    
    
    11.72
    
    
    
    0.225September 30
    
    
    14.02
    
    
    
    10.44
    
    
    
    13.22
    
    
    
    0.225December 31
    
    
    13.58
    
    
    
    3.66
    
    
    
    7.08
    
    
    
    0.225
 2007March 31
    
    $
    16.99
    
    
    $
    15.47
    
    
    $
    16.20
    
    
    $
    0.225June 30
    
    
    16.75
    
    
    
    13.84
    
    
    
    14.35
    
    
    
    0.225September 30
    
    
    14.70
    
    
    
    11.91
    
    
    
    13.62
    
    
    
    0.225December 31
    
    
    14.38
    
    
    
    10.04
    
    
    
    10.23
    
    
    
    0.225
 Stockholder Return Performance Presentation
   21




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As Of
    
    
    Year EndingIndex
    
    
    01/01/04
    
    
    12/31/04
    
    
    12/31/05
    
    
    12/31/06
    
    
    12/31/07
    
    
    12/31/08Cedar Shopping Centers, Inc.
    
    
    
    100.00
    
    
    
    
    122.89
    
    
    
    
    128.84
    
    
    
    
    154.62
    
    
    
    
    105.99
    
    
    
    
    79.64Russell 2000
    
    
    
    100.00
    
    
    
    
    118.33
    
    
    
    
    123.72
    
    
    
    
    146.44
    
    
    
    
    144.15
    
    
    
    
    95.44NAREIT All Equity REIT Index
    
    
    
    100.00
    
    
    
    
    131.58
    
    
    
    
    147.58
    
    
    
    
    199.32
    
    
    
    
    168.05
    
    
    
    
    104.65
 22




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##### Table of Contents



Item 6. Selected Financial Data
 Years ended December 31,Operations data:
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Total revenues
    
    $
    174,480,000
    
    
    $
    154,448,000
    
    
    $
    126,492,000
    
    
    $
    78,941,000
    
    
    $
    51,078,000Expenses:Property operating expenses
    
    
    49,511,000
    
    
    
    41,123,000
    
    
    
    35,220,000
    
    
    
    22,263,000
    
    
    
    15,623,000General and administrative
    
    
    9,441,000
    
    
    
    9,041,000
    
    
    
    6,086,000
    
    
    
    5,132,000
    
    
    
    3,575,000Depreciation and amortization
    
    
    49,802,000
    
    
    
    42,160,000
    
    
    
    34,883,000
    
    
    
    20,606,000
    
    
    
    11,376,000Total expenses
    
    
    108,754,000
    
    
    
    92,324,000
    
    
    
    76,189,000
    
    
    
    48,001,000
    
    
    
    30,574,000Operating income
    
    
    65,726,000
    
    
    
    62,124,000
    
    
    
    50,303,000
    
    
    
    30,940,000
    
    
    
    20,504,000Non-operating income and expense:Interest expense, including amortization of
deferred financing costs
    
    
    (45,957,000
    )
    
    
    (39,529,000
    )
    
    
    (34,225,000
    )
    
    
    (16,249,000
    )
    
    
    (11,264,000
    )Interest income
    
    
    284,000
    
    
    
    788,000
    
    
    
    641,000
    
    
    
    91,000
    
    
    
    66,000Equity in income of unconsolidated joint venture
    
    
    956,000
    
    
    
    634,000
    
    
    
    70,000
    
    
    
    
    
    
    
    Gain on sale of interest in unconsolidated
joint venture
    
    
    
    
    
    
    
    
    
    
    141,000
    
    
    
    
    
    
    
    Total non-operating income and expense
    
    
    (44,717,000
    )
    
    
    (38,107,000
    )
    
    
    (33,373,000
    )
    
    
    (16,158,000
    )
    
    
    (11,198,000
    )Income before minority and limited partners interests
    
    
    21,009,000
    
    
    
    24,017,000
    
    
    
    16,930,000
    
    
    
    14,782,000
    
    
    
    9,306,000Minority interests in consolidated joint ventures
    
    
    (2,157,000
    )
    
    
    (1,415,000
    )
    
    
    (1,202,000
    )
    
    
    (1,270,000
    )
    
    
    (1,229,000
    )Limited partners interest in Operating Partnership
    
    
    (477,000
    )
    
    
    (633,000
    )
    
    
    (393,000
    )
    
    
    (299,000
    )
    
    
    (157,000
    )Net income
    
    
    18,375,000
    
    
    
    21,969,000
    
    
    
    15,335,000
    
    
    
    13,213,000
    
    
    
    7,920,000Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )
    
    
    (7,186,000
    )
    
    
    (2,218,000
    )Net income applicable to common shareholders
    
    $
    10,498,000
    
    
    $
    14,092,000
    
    
    $
    7,458,000
    
    
    $
    6,027,000
    
    
    $
    5,702,000Per common share:Basic
    
    $
    0.24
    
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34Diluted
    
    $
    0.24
    
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34Dividends to common shareholders
    
    $
    40,027,000
    
    
    $
    39,775,000
    
    
    $
    29,333,000
    
    
    $
    20,844,000
    
    
    $
    13,750,000Per common share
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.835Weighted average number of common shares outstanding:Basic
    
    
    44,475,000
    
    
    
    44,193,000
    
    
    
    32,926,000
    
    
    
    23,988,000
    
    
    
    16,681,000Diluted
    
    
    44,475,000
    
    
    
    44,197,000
    
    
    
    33,055,000
    
    
    
    24,031,000
    
    
    
    16,684,000
 23




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##### Table of Contents



Item 6. Selected Financial Data (continued)
 December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Balance sheet data:Real estate, net
    
    $
    1,634,981,000
    
    
    $
    1,492,276,000
    
    
    $
    1,175,494,000
    
    
    $
    946,457,000
    
    
    $
    505,325,000Land and related costs held for sale
    
    
    2,266,000
    
    
    
    2,652,000
    
    
    
    2,324,000
    
    
    
    
    
    
    
    Investment in unconsolidated joint venture
    
    
    4,976,000
    
    
    
    3,757,000
    
    
    
    3,644,000
    
    
    
    
    
    
    
    Other assets
    
    
    84,905,000
    
    
    
    96,299,000
    
    
    
    70,257,000
    
    
    
    49,799,000
    
    
    
    31,835,000Total assets
    
    $
    1,727,128,000
    
    
    $
    1,594,984,000
    
    
    $
    1,251,719,000
    
    
    $
    996,256,000
    
    
    $
    537,160,000Mortgages and other loans payable
    
    $
    1,013,473,000
    
    
    $
    851,514,000
    
    
    $
    568,073,000
    
    
    $
    527,791,000
    
    
    $
    248,630,000Other liabilities
    
    
    107,932,000
    
    
    
    97,225,000
    
    
    
    70,595,000
    
    
    
    44,405,000
    
    
    
    34,239,000Minority interests in consolidated joint ventures
    
    
    58,150,000
    
    
    
    62,402,000
    
    
    
    9,132,000
    
    
    
    12,339,000
    
    
    
    11,995,000Limited partners interest in Operating Partnership
    
    
    23,546,000
    
    
    
    25,689,000
    
    
    
    25,969,000
    
    
    
    20,586,000
    
    
    
    6,542,000Shareholders equity
    
    
    524,027,000
    
    
    
    558,154,000
    
    
    
    577,950,000
    
    
    
    391,135,000
    
    
    
    235,754,000Total liabilities and shareholders equity
    
    $
    1,727,128,000
    
    
    $
    1,594,984,000
    
    
    $
    1,251,719,000
    
    
    $
    996,256,000
    
    
    $
    537,160,000Weighted average number of common shares:Shares used in determination of basic earnings per share
    
    
    44,475,000
    
    
    
    44,193,000
    
    
    
    32,926,000
    
    
    
    23,988,000
    
    
    
    16,681,000Additional shares assuming conversion of OP Units (basic)
    
    
    2,024,000
    
    
    
    1,985,000
    
    
    
    1,737,000
    
    
    
    1,202,000
    
    
    
    450,000Shares used in determination of basic FFO per share
    
    
    46,499,000
    
    
    
    46,178,000
    
    
    
    34,663,000
    
    
    
    25,190,000
    
    
    
    17,131,000Shares used in determination of diluted earnings per share
    
    
    44,475,000
    
    
    
    44,197,000
    
    
    
    33,055,000
    
    
    
    24,031,000
    
    
    
    16,684,000Additional shares assuming conversion of OP Units (diluted)
    
    
    2,024,000
    
    
    
    1,990,000
    
    
    
    1,747,000
    
    
    
    1,206,000
    
    
    
    450,000Shares used in determination of diluted FFO per share
    
    
    46,499,000
    
    
    
    46,187,000
    
    
    
    34,802,000
    
    
    
    25,237,000
    
    
    
    17,134,000Other data:Funds From Operations (FFO) (a)
    
    $
    56,859,000
    
    
    $
    56,190,000
    
    
    $
    41,954,000
    
    
    $
    25,923,000
    
    
    $
    15,625,000Per common share (assuming conversion of OP Units):Basic
    
    $
    1.22
    
    
    $
    1.22
    
    
    $
    1.21
    
    
    $
    1.03
    
    
    $
    0.91Diluted
    
    $
    1.22
    
    
    $
    1.22
    
    
    $
    1.21
    
    
    $
    1.03
    
    
    $
    0.91Cash flows provided by (used in):Operating activities
    
    $
    59,370,000
    
    
    $
    51,504,000
    
    
    $
    40,286,000
    
    
    $
    25,334,000
    
    
    $
    17,733,000Investing activities
    
    $
    (150,927,000
    )
    
    $
    (192,432,000
    )
    
    $
    (190,105,000
    )
    
    $
    (323,225,000
    )
    
    $
    (167,499,000
    )Financing activities
    
    $
    77,584,000
    
    
    $
    143,350,000
    
    
    $
    159,103,000
    
    
    $
    298,035,000
    
    
    $
    152,069,000Square feet of GLA
    
    
    12,147,000
    
    
    
    12,009,000
    
    
    
    10,061,000
    
    
    
    8,442,000
    
    
    
    4,887,000Percent leased (including development/redevelopment and
other non-stabilized properties)
    
    
    92
    %
    
    
    93
    %
    
    
    93
    %
    
    
    91
    %
    
    
    88
    %Average annualized base rent per leased square foot
    
    $
    11.03
    
    
    $
    10.74
    
    
    $
    10.53
    
    
    $
    10.40
    
    
    $
    10.61
 
  24




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Executive Summary
      25




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Summary of Critical Accounting Policies
   Revenue Recognition
   Real Estate Investments
  26




---



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27




---



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Stock-Based Compensation
   28




---



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Results of Operations
  Comparison of 2008 to 2007
 PropertiesPercentage
    
    Acquisitions
    
    held in2008
    
    2007
    
    Increase
    
    change
    
    and other (ii)
    
    both yearsTotal revenues
    
    $
    174,480,000
    
    
    $
    154,448,000
    
    
    $
    20,032,000
    
    
    
    13
    %
    
    $
    23,093,000
    
    
    $
    (3,061,000
    )Property operating expenses
    
    
    49,511,000
    
    
    
    41,123,000
    
    
    
    8,388,000
    
    
    
    20
    %
    
    
    7,222,000
    
    
    
    1,166,000Depreciation and
amortization
    
    
    49,802,000
    
    
    
    42,160,000
    
    
    
    7,642,000
    
    
    
    18
    %
    
    
    8,706,000
    
    
    
    (1,064,000
    )General and administrative
    
    
    9,441,000
    
    
    
    9,041,000
    
    
    
    400,000
    
    
    
    4
    %
    
    
    n/a
    
    
    
    n/aNon-operating income and
expense, net (i)
    
    
    44,717,000
    
    
    
    38,107,000
    
    
    
    6,610,000
    
    
    
    17
    %
    
    
    n/a
    
    
    
    n/a
 
 (i)
    
    Non-operating income and expense consists principally of interest expense (including amortization of deferred financing costs),
and equity in income of an unconsolidated joint venture.(ii)
    
    Includes principally the results of properties acquired after January 1, 2007. Amounts also include (a) unallocated property and
construction management compensation and benefits (including stock-based compensation), and (b) results of a property in Wyoming,
Michigan that was demolished in the second quarter of 2008 as part of the redevelopment plans for the property. Properties held in both years
  29




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General and administrative expenses.
 Non-operating income and expense.
 Comparison of 2007 to 2006
 PropertiesPercentage
    
    Acquisitions
    
    held in2007
    
    2006
    
    Increase
    
    change
    
    and other (ii)
    
    both yearsTotal revenues
    
    $
    154,448,000
    
    
    $
    126,492,000
    
    
    $
    27,956,000
    
    
    
    22
    %
    
    $
    24,792,000
    
    
    $
    3,164,000Property operating expenses
    
    
    41,123,000
    
    
    
    35,220,000
    
    
    
    5,903,000
    
    
    
    17
    %
    
    
    5,589,000
    
    
    
    314,000Depreciation and
amortization
    
    
    42,160,000
    
    
    
    34,883,000
    
    
    
    7,277,000
    
    
    
    21
    %
    
    
    7,958,000
    
    
    
    (681,000
    )General and administrative
    
    
    9,041,000
    
    
    
    6,086,000
    
    
    
    2,955,000
    
    
    
    49
    %
    
    
    n/a
    
    
    
    n/aNon-operating income and
expense, net (i)
    
    
    38,107,000
    
    
    
    33,373,000
    
    
    
    4,734,000
    
    
    
    14
    %
    
    
    n/a
    
    
    
    n/a
 
 (i)
    
    Non-operating income and expense consists principally of interest expense (including amortization of deferred financing costs),
and equity in income of an unconsolidated joint venture.(ii)
    
    Includes principally the results of properties acquired after January 1, 2006. Amounts also include unallocated property and
construction management compensation and benefits (including stock-based compensation). Properties held in both years
  General and administrative expenses.
 30




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##### Table of Contents



Non-operating income and expense.
 Liquidity and Capital Resources
     31




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32




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Contractual obligations and commercial commitments
  Maturity Date2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    TotalDebt:Mortgage loans payable (i)
    
    $
    17,517
    
    
    $
    18,758
    
    
    $
    115,353
    
    
    $
    40,053
    
    
    $
    64,634
    
    
    $
    452,668
    
    
    $
    708,983Stabilized property credit facility
    
    
    
    
    
    
    250,190
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,190Development property credit
facility (ii)
    
    
    
    
    
    
    
    
    
    
    54,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,300Interest payments (iii)
    
    
    48,533
    
    
    
    41,822
    
    
    
    36,936
    
    
    
    31,784
    
    
    
    28,033
    
    
    
    58,089
    
    
    
    245,197Operating lease obligations
    
    
    935
    
    
    
    741
    
    
    
    704
    
    
    
    668
    
    
    
    659
    
    
    
    19,404
    
    
    
    23,111Total
    
    $
    66,985
    
    
    $
    311,511
    
    
    $
    207,293
    
    
    $
    72,505
    
    
    $
    93,326
    
    
    $
    530,161
    
    
    $
    1,281,781
 
 (i)
    
    Does not include $15.7 million mortgage loan payable by the Companys 76.3%-owned
unconsolidated joint venture, which is due in May 2011.(ii)
    
    Subject to a one-year extension option.(iii)
    

    Represents interest payments expected to be incurred on the Companys debt obligations as of
December 31, 2008 inclusive of capitalized interest. For variable-rate debt, the rate in effect at
December 31, 2008 is assumed to remain in effect until the maturities of the respective
obligations.  Net Cash Flows
 Operating Activities
  Investing Activities
  Financing Activities
  33




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Funds From Operations
    34




---



##### Table of Contents



2008
    
    2007
    
    2006Net income applicable to common shareholders
    
    $
    10,498,000
    
    
    $
    14,092,000
    
    
    $
    7,458,000Add (deduct):Real estate depreciation and amortization
    
    
    49,521,000
    
    
    
    41,918,000
    
    
    
    34,741,000Limited partners interest
    
    
    477,000
    
    
    
    633,000
    
    
    
    393,000Minority interests in consolidated joint ventures
    
    
    2,157,000
    
    
    
    1,415,000
    
    
    
    1,202,000Minority interests share of FFO applicable to
consolidated joint ventures
    
    
    (6,134,000
    )
    
    
    (2,139,000
    )
    
    
    (1,746,000
    )Equity in income of unconsolidated joint ventures
    
    
    (956,000
    )
    
    
    (634,000
    )
    
    
    (70,000
    )FFO from unconsolidated joint ventures
    
    
    1,296,000
    
    
    
    905,000
    
    
    
    117,000Gain on sale of interest in unconsolidated joint
venture
    
    
    
    
    
    
    
    
    
    
    (141,000
    )Funds From operations
    
    $
    56,859,000
    
    
    $
    56,190,000
    
    
    $
    41,954,000FFO per common share (assuming conversion of OP Units)
    
    $
    1.22
    
    
    $
    1.22
    
    
    $
    1.21Weighted average number of common shares:Shares used in determination of earnings per share
    
    
    44,475,000
    
    
    
    44,193,000
    
    
    
    32,926,000Additional shares assuming conversion of OP Units
    
    
    2,024,000
    
    
    
    1,985,000
    
    
    
    1,737,000Shares used in determination of FFO per share
    
    
    46,499,000
    
    
    
    46,178,000
    
    
    
    34,663,000
 Inflation
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   35




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Item 8. Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
    
    
    
    
    
    
    38Consolidated Balance Sheets, December 31, 2008 and 2007
    
    
    
    
    
    
    39Consolidated Statements of Income, years ended December 31, 2008, 2007 and 2006
    
    
    
    
    
    
    40Consolidated Statements of Shareholders Equity, years ended December 31, 2008, 2007 and 2006
    
    
    
    
    
    
    41Consolidated Statements of Cash Flows, years ended December 31, 2008, 2007 and 2006
    
    
    
    
    
    
    42Notes to Consolidated Financial Statements
    
    
    
    
    
    
    43-68Schedule Filed As Part Of This ReportSchedule III  Real Estate and Accumulated Depreciation,December 31, 2008
    
    
    
    
    
    
    69-73
  37




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Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders
Cedar Shopping Centers, Inc.
     /s/ ERNST & YOUNG LLP
 
 38




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Balance Sheets
 December 31,2008
    
    
    2007AssetsReal estate:Land
    
    $
    379,780,000
    
    
    $
    313,959,000Buildings and improvements
    
    
    1,402,198,000
    
    
    
    1,281,938,0001,781,978,000
    
    
    
    1,595,897,000Less accumulated depreciation
    
    
    (146,997,000
    )
    
    
    (103,621,000
    )Real estate, net
    
    
    1,634,981,000
    
    
    
    1,492,276,000Land and related costs held for sale
    
    
    2,266,000
    
    
    
    2,652,000Investment in unconsolidated joint venture
    
    
    4,976,000
    
    
    
    3,757,000Cash and cash equivalents
    
    
    6,334,000
    
    
    
    20,307,000Restricted cash
    
    
    15,901,000
    
    
    
    17,839,000Rents and other receivables, net
    
    
    5,818,000
    
    
    
    7,640,000Straight-line rents receivable
    
    
    14,322,000
    
    
    
    11,446,000Other assets
    
    
    9,403,000
    
    
    
    9,588,000Deferred charges, net
    
    
    33,127,000
    
    
    
    29,479,000Total assets
    
    $
    1,727,128,000
    
    
    $
    1,594,984,000Liabilities and shareholders equityMortgage loans payable
    
    $
    708,983,000
    
    
    $
    661,074,000Secured revolving credit facilities
    
    
    304,490,000
    
    
    
    190,440,000Accounts payable and accrued expenses
    
    
    46,548,000
    
    
    
    26,068,000Unamortized intangible lease liabilities
    
    
    61,384,000
    
    
    
    71,157,000Total liabilities
    
    
    1,121,405,000
    
    
    
    948,739,000Minority interests in consolidated joint ventures
    
    
    58,150,000
    
    
    
    62,402,000Limited partners interest in Operating Partnership
    
    
    23,546,000
    
    
    
    25,689,000Commitments and contingenciesShareholders equity:Preferred stock ($.01 par value, $25.00 per share
liquidation value, 12,500,000 shares
authorized, 3,550,000
shares issued and outstanding)
    
    
    88,750,000
    
    
    
    88,750,000Common stock ($.06 par value, 150,000,000 shares
authorized
44,468,000 and 44,238,000 shares,
respectively, issued and
outstanding)
    
    
    2,668,000
    
    
    
    2,654,000Treasury stock (713,000 and 616,000 shares,
respectively, at cost)
    
    
    (9,175,000
    )
    
    
    (8,192,000
    )Additional paid-in capital
    
    
    576,083,000
    
    
    
    572,392,000Cumulative distributions in excess of net income
    
    
    (127,043,000
    )
    
    
    (97,514,000
    )Accumulated other comprehensive (loss) income
    
    
    (7,256,000
    )
    
    
    64,000Total shareholders equity
    
    
    524,027,000
    
    
    
    558,154,000Total liabilities and shareholders equity
    
    $
    1,727,128,000
    
    
    $
    1,594,984,000
  39




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Income
 Years ended December 31,2008
    
    
    2007
    
    
    2006Revenues:Rents
    
    $
    140,390,000
    
    
    $
    123,447,000
    
    
    $
    102,981,000Expense recoveries
    
    
    32,877,000
    
    
    
    29,226,000
    
    
    
    22,678,000Other
    
    
    1,213,000
    
    
    
    1,775,000
    
    
    
    833,000Total revenues
    
    
    174,480,000
    
    
    
    154,448,000
    
    
    
    126,492,000Expenses:Operating, maintenance and management
    
    
    29,837,000
    
    
    
    25,055,000
    
    
    
    22,380,000Real estate and other property-related taxes
    
    
    19,674,000
    
    
    
    16,068,000
    
    
    
    12,840,000General and administrative
    
    
    9,441,000
    
    
    
    9,041,000
    
    
    
    6,086,000Depreciation and amortization
    
    
    49,802,000
    
    
    
    42,160,000
    
    
    
    34,883,000Total expenses
    
    
    108,754,000
    
    
    
    92,324,000
    
    
    
    76,189,000Operating income
    
    
    65,726,000
    
    
    
    62,124,000
    
    
    
    50,303,000Non-operating income and expense:Interest expense, including amortization of
deferred financing costs
    
    
    (45,957,000
    )
    
    
    (39,529,000
    )
    
    
    (34,225,000
    )Interest income
    
    
    284,000
    
    
    
    788,000
    
    
    
    641,000Equity in income of unconsolidated joint venture
    
    
    956,000
    
    
    
    634,000
    
    
    
    70,000Gain on sale of interest in unconsolidated
joint venture
    
    
    
    
    
    
    
    
    
    
    141,000Total non-operating income and expense
    
    
    (44,717,000
    )
    
    
    (38,107,000
    )
    
    
    (33,373,000
    )Income before minority and limited partners interests
    
    
    21,009,000
    
    
    
    24,017,000
    
    
    
    16,930,000Minority interests in consolidated joint ventures
    
    
    (2,157,000
    )
    
    
    (1,415,000
    )
    
    
    (1,202,000
    )Limited partners interest in Operating Partnership
    
    
    (477,000
    )
    
    
    (633,000
    )
    
    
    (393,000
    )Net income
    
    
    18,375,000
    
    
    
    21,969,000
    
    
    
    15,335,000Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )Net income applicable to common shareholders
    
    $
    10,498,000
    
    
    $
    14,092,000
    
    
    $
    7,458,000Basic and diluted per common share
    
    $
    0.24
    
    
    $
    0.32
    
    
    $
    0.23Dividends to common shareholders
    
    $
    40,027,000
    
    
    $
    39,775,000
    
    
    $
    29,333,000Per common share
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.90Weighted average number of common shares outstanding
    
    
    44,475,000
    
    
    
    44,193,000
    
    
    
    32,926,000
  40




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statement of Shareholders Equity
Years ended December 31, 2008, 2007 and 2006
 Preferred stock
    
    
    Common stock
    
    
    
    
    
    
    
    
    
    
    Cumulative
    
    
    Accumulated
    
    
    Unamortized$25.00
    
    
    
    
    
    Treasury
    
    
    Additional
    
    
    distributions
    
    
    other
    
    
    deferred
    
    
    TotalLiquidation
    
    
    
    
    
    
    $0.06
    
    
    stock,
    
    
    paid-in
    
    
    in excess of
    
    
    comprehensive
    
    
    compensation
    
    
    shareholdersShares
    
    
    value
    
    
    Shares
    
    
    Par value
    
    
    at cost
    
    
    capital
    
    
    net income
    
    
    income (loss)
    
    
    plans
    
    
    equityBalance, December 31, 2005
    
    
    3,550,000
    
    
    $
    88,750,000
    
    
    
    29,618,000
    
    
    $
    1,777,000
    
    
    $
    (5,416,000
    )
    
    $
    357,000,000
    
    
    $
    (49,956,000
    )
    
    $
    138,000
    
    
    $
    (1,158,000
    )
    
    $
    391,135,000Adoption of SFAS No. 123R
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,158,000
    )
    
    
    
    
    
    
    
    
    
    
    1,158,000
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,335,000
    
    
    
    
    
    
    
    
    
    
    
    15,335,000Unrealized gain on change in fair value of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    8,000Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,343,000Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    6,000
    
    
    
    (962,000
    )
    
    
    1,536,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    580,000Net proceeds from sales of common stock
    
    
    
    
    
    
    
    
    
    
    14,045,000
    
    
    
    843,000
    
    
    
    
    
    
    
    207,085,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    207,928,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )Dividends to common shareholders (74.2% return of capital)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,333,000
    )
    
    
    
    
    
    
    
    
    
    
    (29,333,000
    )Reallocation adjustment of limited partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,000Balance, December 31, 2006
    
    
    3,550,000
    
    
    
    88,750,000
    
    
    
    43,773,000
    
    
    
    2,626,000
    
    
    
    (6,378,000
    )
    
    
    564,637,000
    
    
    
    (71,831,000
    )
    
    
    146,000
    
    
    
    
    
    
    
    577,950,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,969,000
    
    
    
    
    
    
    
    
    
    
    
    21,969,000Unrealized loss on change in fair value of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (82,000
    )
    
    
    
    
    
    
    (82,000
    )Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,887,000Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    186,000
    
    
    
    11,000
    
    
    
    (1,814,000
    )
    
    
    3,949,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,146,000Net proceeds from sale of common stock
    
    
    
    
    
    
    
    
    
    
    275,000
    
    
    
    17,000
    
    
    
    
    
    
    
    4,115,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,132,000Conversion of OP Units into common stock
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )Dividends to common shareholders (33.1% return of capital)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,775,000
    )
    
    
    
    
    
    
    
    
    
    
    (39,775,000
    )Reallocation adjustment of limited partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (354,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (354,000
    )Balance, December 31, 2007
    
    
    3,550,000
    
    
    
    88,750,000
    
    
    
    44,238,000
    
    
    
    2,654,000
    
    
    
    (8,192,000
    )
    
    
    572,392,000
    
    
    
    (97,514,000
    )
    
    
    64,000
    
    
    
    0
    
    
    
    558,154,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,375,000
    
    
    
    
    
    
    
    
    
    
    
    18,375,000Unrealized loss on change in fair value of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,320,000
    )
    
    
    
    
    
    
    (7,320,000
    )Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,055,000Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    225,000
    
    
    
    13,000
    
    
    
    (983,000
    )
    
    
    3,342,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,372,000Conversion of OP Units into common stock
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    1,000
    
    
    
    
    
    
    
    67,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )Dividends to common shareholders (45.2% return of capital)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (40,027,000
    )
    
    
    
    
    
    
    
    
    
    
    (40,027,000
    )Reallocation adjustment of limited partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    282,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    282,000Balance, December 31, 2008
    
    
    3,550,000
    
    
    $
    88,750,000
    
    
    
    44,468,000
    
    
    $
    2,668,000
    
    
    $
    (9,175,000
    )
    
    $
    576,083,000
    
    
    $
    (127,043,000
    )
    
    $
    (7,256,000
    )
    
    
    
    
    
    $
    524,027,000
  41




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Cash Flows
 Years ended December 31,2008
    
    
    2007
    
    
    2006Cash flow from operating activities:Net income
    
    $
    18,375,000
    
    
    $
    21,969,000
    
    
    $
    15,335,000Adjustments to reconcile net income to net cash provided by operating
activities:Non-cash provisions:Earnings in excess of distributions of consolidated joint venture
minority interests
    
    
    90,000
    
    
    
    352,000
    
    
    
    110,000Equity in income of unconsolidated joint venture
    
    
    (956,000
    )
    
    
    (634,000
    )
    
    
    (70,000
    )Distributions from unconsolidated joint venture
    
    
    834,000
    
    
    
    529,000
    
    
    
    44,000Gain on sale of interest in unconsolidated joint venture
    
    
    
    
    
    
    
    
    
    
    (141,000
    )Limited partners interest in Operating Partnership
    
    
    477,000
    
    
    
    633,000
    
    
    
    393,000Straight-line rents receivable
    
    
    (2,876,000
    )
    
    
    (3,451,000
    )
    
    
    (3,285,000
    )Depreciation and amortization
    
    
    49,802,000
    
    
    
    42,160,000
    
    
    
    34,883,000Amortization of intangible lease liabilities
    
    
    (14,409,000
    )
    
    
    (10,892,000
    )
    
    
    (10,298,000
    )Amortization relating to stock-based compensation
    
    
    1,099,000
    
    
    
    1,306,000
    
    
    
    729,000Amortization of deferred financing costs
    
    
    1,790,000
    
    
    
    1,233,000
    
    
    
    1,448,000Increases/decreases in operating assets and liabilities:Cash at consolidated joint ventures
    
    
    1,085,000
    
    
    
    (936,000
    )
    
    
    520,000Rents and other receivables, net
    
    
    1,822,000
    
    
    
    (2,548,000
    )
    
    
    (3,000
    )Other
    
    
    153,000
    
    
    
    (4,265,000
    )
    
    
    (2,654,000
    )Accounts payable and accrued expenses
    
    
    2,084,000
    
    
    
    6,048,000
    
    
    
    3,275,000Net cash provided by operating activities
    
    
    59,370,000
    
    
    
    51,504,000
    
    
    
    40,286,000Cash flow from investing activities:Expenditures for real estate and improvements
    
    
    (131,411,000
    )
    
    
    (187,497,000
    )
    
    
    (186,721,000
    )Purchase of consolidated joint venture minority interests
    
    
    (17,454,000
    )
    
    
    
    
    
    
    Investment in unconsolidated joint ventures
    
    
    (1,097,000
    )
    
    
    (8,000
    )
    
    
    (1,949,000
    )Proceeds from sale of interest in unconsolidated joint venture
    
    
    
    
    
    
    
    
    
    
    1,466,000Construction escrows and other
    
    
    (965,000
    )
    
    
    (4,927,000
    )
    
    
    (2,901,000
    )Net cash (used in) investing activities
    
    
    (150,927,000
    )
    
    
    (192,432,000
    )
    
    
    (190,105,000
    )Cash flow from financing activities:Net advances (repayments) from revolving credit facilities
    
    
    114,050,000
    
    
    
    121,970,000
    
    
    
    (79,010,000
    )Proceeds from mortgage financings
    
    
    106,738,000
    
    
    
    34,493,000
    
    
    
    118,869,000Mortgage repayments
    
    
    (93,317,000
    )
    
    
    (16,177,000
    )
    
    
    (47,558,000
    )Payments of deferred financing costs
    
    
    (5,062,000
    )
    
    
    (3,187,000
    )
    
    
    (2,215,000
    )Contributions from minority interest partners, net of joint venture cash
at dates of formation
    
    
    6,383,000
    
    
    
    51,781,000
    
    
    
    Distributions to consolidated joint venture minority interests
in excess of earnings
    
    
    (1,360,000
    )
    
    
    
    
    
    
    (176,000
    )Redemption of Operating Partnership Units
    
    
    (122,000
    )
    
    
    
    
    
    
    Distributions to limited partners
    
    
    (1,822,000
    )
    
    
    (1,788,000
    )
    
    
    (1,525,000
    )Proceeds from sales of common stock
    
    
    
    
    
    
    3,910,000
    
    
    
    207,928,000Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )Distributions to common shareholders
    
    
    (40,027,000
    )
    
    
    (39,775,000
    )
    
    
    (29,333,000
    )Net cash provided by financing activities
    
    
    77,584,000
    
    
    
    143,350,000
    
    
    
    159,103,000Net (decrease) increase in cash and cash equivalents
    
    
    (13,973,000
    )
    
    
    2,422,000
    
    
    
    9,284,000Cash and cash equivalents at beginning of period
    
    
    20,307,000
    
    
    
    17,885,000
    
    
    
    8,601,000Cash and cash equivalents at end of period
    
    $
    6,334,000
    
    
    $
    20,307,000
    
    
    $
    17,885,000
  42




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##### Table of Contents



Cedar Shopping Centers, Inc.
 
 Notes to Consolidated Financial Statements
 December 31, 2008
 Note 1. Organization and Basis of Preparation
      43




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
       Note 2. Summary of Significant Accounting Policies
  44




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Real Estate Investments and Discontinued Operations
  Buildings and improvements
    
    

    

    40 yearsTenant improvements
    
    
    
    Over the lives of the respective leases
     45




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
     Intangible Lease Asset/Liability
   46




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
     2009
    
    $
    12,285,0002010
    
    
    8,382,0002011
    
    
    6,627,0002012
    
    
    5,707,0002013
    
    
    5,199,000Thereafter
    
    
    23,184,000$
    61,384,000
 Cash and Cash Equivalents
  47




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Restricted Cash
  Rents and Other Receivables
   Concentration of Credit Risk
   48




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
   Other Assets
  December 31,2008
    
    2007Prepaid expenses
    
    $
    4,643,000
    
    
    $
    4,493,000Deposits
    
    
    2,795,000
    
    
    
    4,404,000Other
    
    
    1,965,000
    
    
    
    691,000$
    9,403,000
    
    
    $
    9,588,000
 Deferred Charges, Net
  December 31,2008
    
    2007Lease origination costs (i)
    
    $
    19,464,000
    
    
    $
    19,417,000Financing costs (ii)
    
    
    11,168,000
    
    
    
    7,941,000Other
    
    
    2,495,000
    
    
    
    2,121,000$
    33,127,000
    
    
    $
    29,479,000
 
 (i)
    
    Lease origination costs include the amortized balance of intangible lease assets
resulting from purchase accounting allocations of $13,091,000 and $14,116,000, respectively.(ii)
    
    Financing costs are incurred in connection with the Companys credit facilities and
other long-term debt.  49




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Leaseorigination
    
    Financingcosts
    
    costsNon-amortizing (i)
    
    $
    821,000
    
    
    $
    96,0002009
    
    
    3,084,000
    
    
    
    4,415,0002010
    
    
    2,518,000
    
    
    
    2,564,0002011
    
    
    2,188,000
    
    
    
    1,711,0002012
    
    
    1,861,000
    
    
    
    779,0002013
    
    
    1,573,000
    
    
    
    628,000Thereafter
    
    
    7,419,000
    
    
    
    975,000$
    19,464,000
    
    
    $
    11,168,000
 
 (i)
    
    Represents (a) lease origination costs applicable to leases with commencement dates
beginning after December 31, 2008, and (b) financing costs applicable to commitment
fees/deposits relating to mortgage loans concluded after December 31, 2008. Income Taxes
  Derivative Financial Instruments
  50




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Earnings Per Share
  Stock-Based Compensation
    51




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
  Years ended December 31,2008
    
    2007
    
    2006Restricted share grants
    
    
    247,000
    
    
    
    186,000
    
    
    
    110,000Average per-share grant price
    
    $
    9.39
    
    
    $
    14.44
    
    
    $
    15.07Recorded as deferred compensation, net
    
    $
    2,306,000
    
    
    $
    2,694,000
    
    
    $
    1,660,000Charged to operations:Amortization relating to stock-based
compensation
    
    $
    2,389,000
    
    
    $
    2,154,000
    
    
    $
    580,000Adjustments to reflect changes in market
price of Companys common stock
    
    
    (1,290,000
    )
    
    
    (848,000
    )
    
    
    149,000Total charged to operations
    
    $
    1,099,000
    
    
    $
    1,306,000
    
    
    $
    729,000Non-vested shares:Non-vested, beginning of period
    
    
    380,000
    
    
    
    203,000
    
    
    
    96,000Grants
    
    
    247,000
    
    
    
    186,000
    
    
    
    110,000Vested during period
    
    
    (97,000
    )
    
    
    (9,000
    )
    
    
    (3,000
    )Forfeitures
    
    
    (22,000
    )
    
    
    
    
    
    
    Non-vested, end of period
    
    
    508,000
    
    
    
    380,000
    
    
    
    203,000Average value of non-vested shares
(based on grant price)
    
    $
    12.27
    
    
    $
    14.59
    
    
    $
    14.68Value of shares vested during the
period (based on grant price)
    
    $
    1,365,000
    
    
    $
    120,000
    
    
    $
    40,000
 52




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
    401(k) Retirement Plan
  Supplemental consolidated statement of cash flows information
 53




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Years ended December 31,2008
    
    
    2007
    
    
    2006Supplemental disclosure of cash activities:Interest paid
    
    $
    49,006,000
    
    
    $
    41,023,000
    
    
    $
    35,336,000Supplemental disclosure of non-cash activities:Additions to deferred compensation plans
    
    
    2,306,000
    
    
    
    2,694,000
    
    
    
    1,660,000Issuance of non-interest-bearing purchase money mortgage (a)
    
    
    (13,851,000
    )
    
    
    
    
    
    
    Assumption of mortgage loans payable
    
    
    (34,631,000
    )
    
    
    (143,346,000
    )
    
    
    (63,807,000
    )Assumption of interest rate swap liabilities
    
    
    (2,288,000
    )
    
    
    
    
    
    
    Issuance of OP Units
    
    
    
    
    
    
    (570,000
    )
    
    
    (6,689,000
    )Conversion of OP Units into common stock
    
    
    68,000
    
    
    
    45,000
    
    
    
    Purchase accounting allocations:Intangible lease assets
    
    
    10,301,000
    
    
    
    34,781,000
    
    
    
    31,329,000Intangible lease liabilities
    
    
    (4,636,000
    )
    
    
    (28,889,000
    )
    
    
    (35,535,000
    )Net valuation decreases (increases) in assumed mortgage loans
payable (b)
    
    
    143,000
    
    
    
    191,000
    
    
    
    (484,000
    )Other non-cash investing and financing activities:Accrued interest rate swap liabilities
    
    
    (8,206,000
    )
    
    
    (286,000
    )
    
    
    27,000Accrued real estate improvement costs
    
    
    8,407,000
    
    
    
    1,806,000
    
    
    
    (2,359,000
    )Accrued construction escrows
    
    
    (479,000
    )
    
    
    1,024,000
    
    
    
    Accrued financing costs and other
    
    
    (26,000
    )
    
    
    
    
    
    
    Capitalization of deferred financing costs
    
    
    988,000
    
    
    
    393,000
    
    
    
    Deconsolidation of Red Lion joint venture:Real estate, net
    
    
    
    
    
    
    
    
    
    $
    18,365,000Mortgage loans payable
    
    
    
    
    
    
    
    
    
    
    (16,310,000
    )Other assets/liabilities, net
    
    
    
    
    
    
    
    
    
    
    1,721,000Minority interest
    
    
    
    
    
    
    
    
    
    
    (2,411,000
    )Investment in and advances to unconsolidated
joint venture, as of January 1, 2006
    
    
    
    
    
    
    
    
    
    $
    1,365,000
 
 (a)
    
    A $14,575,000 non-interest-bearing mortgage was issued in connection with a purchase of land,
and was valued at a net amount of $13,851,000. This reflected a valuation decrease of $724,000 to a
market rate of 9.25% per annum(b)
    
    The net valuation decreases (increases) in assumed mortgage loans payable result from adjusting
the contract rates of interest (ranging from 6.2% per annum in 2008, 4.9% to 6.2% per annum in 2007
and 5.4% to 7.3% per annum in 2006) to market rates of interest (ranging from 6.6% per annum in
2008, 5.5% to 6.5% per annum in 2007 and 5.4% to 6.0% per annum in 2006). Fair Value Measurements
  54




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
  
    
    Level 1  Inputs to the valuation methodology are quoted prices (unadjusted) for
identical assets or liabilities in active markets.
    
    Level 2  Inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable for the asset
or liability, either directly or indirectly, for substantially the full term of the
financial instrument.
    
    Level 3  Inputs to the valuation methodology are unobservable and significant to
the fair value measurement.
    55




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Recently-Issued Accounting Pronouncements
     56




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
     57




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Note 3. Common and Preferred Stock
      Note 4. Real Estate
  58




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Years ended December 31,2008
    
    
    2007 (a)CostBalance, beginning of year
    
    $
    1,595,897,000
    
    
    $
    1,240,332,000Properties acquired
    
    
    109,631,000
    
    
    
    321,915,000Improvements and betterments
    
    
    78,757,000
    
    
    
    33,650,000Write off of fully-depreciated assets
    
    
    (2,307,000
    )
    
    
    Balance, end of year
    
    $
    1,781,978,000
    
    
    $
    1,595,897,000Accumulated depreciationBalance, beginning of year
    
    $
    103,621,000
    
    
    $
    64,838,000Depreciation expense
    
    
    45,683,000
    
    
    
    38,783,000Write off of fully-depreciated assets
    
    
    (2,307,000
    )
    
    
    Balance, end of year
    
    $
    146,997,000
    
    
    $
    103,621,000Net book value
    
    $
    1,634,981,000
    
    
    $
    1,492,276,000
 
 (a)
    
    Restated to reflect the reclassification of a property acquired in 2006 to land and related
costs held for sale.    59




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Number of
    
    
    
    
    
    
    AcquisitionProperty
    
    properties
    
    
    GLA
    
    
    costOperating properties (i)
    
    
    4
    
    
    
    268,000
    
    
    $
    54,509,000Land for projects under development,
expansion and/or future development
    
    
    6
    
    
    181.7 acres
    
    
    55,122,000Total
    
    
    
    
    
    
    
    
    
    $
    109,631,000
  Number of
    
    
    
    
    
    
    AcquisitionProperty
    
    properties
    
    
    GLA
    
    
    costWP Realty properties
    
    
    6
    
    
    
    866,000
    
    
    $
    125,754,000Caldwell properties
    
    
    5
    
    
    
    354,000
    
    
    
    92,926,000Carlls Corner/Timpany Plaza
    
    
    2
    
    
    
    314,000
    
    
    
    37,953,000Price Chopper
    
    
    1
    
    
    
    102,000
    
    
    
    21,941,00014
    
    
    
    1,636,000
    
    
    
    278,574,000Other operating properties (i)
    
    
    6
    
    
    
    309,000
    
    
    
    40,066,000Total operating properties
    
    
    20
    
    
    
    1,945,000
    
    
    
    318,640,000Land for projects under
development,
expansion and/or
future development
    
    
    4
    
    
    17.87 acres
    
    
    3,275,000Total
    
    
    
    
    
    
    
    
    
    $
    321,915,000
 
 (i)
    
    The four and six operating properties acquired in 2008 and 2007, respectively, acquired
individually and not as part of a portfolio, had acquisition costs of less than $20.0
million each. Joint Venture Activities
 2008 Transactions
   60




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
      61




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
  2007 Transactions
   Pro Forma Financial Information (unaudited)
  62




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
  Years ended December 31,2008
    
    2007Revenues
    
    $
    176,920,000
    
    
    $
    179,219,000Net income applicable to common shareholders
    
    $
    10,438,000
    
    
    $
    13,915,000Per common share
    
    $
    0.23
    
    
    $
    0.31Weighted average number of common shares outstanding
    
    
    44,475,000
    
    
    
    44,193,000
  Net bookDescription
    
    valueCollateral for mortgage loans payable
    
    $
    1,064,154,000Collateral for revolving credit facilities
    
    
    461,966,000Unencumbered properties
    
    
    108,861,000Total portfolio
    
    $
    1,634,981,000
 Note 5. Rentals Under Operating Leases
  2009
    
    $
    120,079,0002010
    
    
    108,239,0002011
    
    
    98,315,0002012
    
    
    87,791,0002013
    
    
    79,872,000Thereafter
    
    
    476,889,000$
    971,185,000
  63




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
 Note 6. Mortgage Loans Payable and Secured Revolving Credit Facilities
  At December 31, 2008
    
    At December 31, 2007Interest rates
    
    
    
    
    
    
    Interest ratesBalance
    
    
    Weighted
    
    
    
    
    
    Balance
    
    
    WeightedDescription
    
    outstanding
    
    
    average
    
    Range
    
    outstanding
    
    
    average
    
    RangeFixed-rate mortgages
    
    $
    655,681,000
    
    
    
    
    5.8
    %
    
    
    4.8% - 8.5
    %
    
    $
    656,320,000
    
    
    
    
    5.7
    %
    
    
    4.8% - 7.6
    %Variable-rate mortgages
    
    
    53,302,000
    
    
    
    
    4.4
    %
    
    
    2.5% - 5.9
    %
    
    
    4,754,000
    
    
    
    
    7.7
    %
    
    
    7.7
    %Total property-specific mortgages
    
    
    708,983,000
    
    
    
    
    5.7
    %
    
    
    
    
    
    
    661,074,000
    
    
    
    
    5.7
    %Stabilized property credit facility
    
    
    250,190,000
    
    
    
    
    2.7
    %
    
    
    
    
    
    
    190,440,000
    
    
    
    
    6.2
    %Development
property credit facility
    
    
    54,300,000
    
    
    
    
    3.4
    %
    
    
    
    
    
    
    
    
    
    
    
    $
    1,013,473,000
    
    
    
    
    4.8
    %
    
    
    
    
    
    $
    851,514,000
    
    
    
    
    5.8
    %
 Mortgage loans payable
  2008
    
    
    2007Balance, beginning of year
    
    $
    661,074,000
    
    
    $
    499,603,000New mortgage borrowings
    
    
    106,738,000
    
    
    
    34,493,000Acquisition debt assumed (i)
    
    
    34,488,000
    
    
    
    143,155,000Repayments
    
    
    (93,317,000
    )
    
    
    (16,177,000
    )Balance, end of year
    
    $
    708,983,000
    
    
    $
    661,074,000
 
 (i)
    
    Includes a net of $(143,000) and $(191,000), respectively, of purchase accounting allocations.   64




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
    2009
    
    $
    17,517,0002010
    
    
    18,758,0002011
    
    
    115,353,0002012
    
    
    40,053,0002013
    
    
    64,634,000Thereafter
    
    
    452,668,000$
    708,983,000
 Stabilized Property Credit Facility
   65




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
  Development Property Credit Facility
  Note 7. Commitments and Contingencies
    66




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
   Note 8. Selected Quarterly Financial Data (unaudited)
 Quarter endedYear
    
    March 31
    
    June 30
    
    September 30
    
    December 312008Revenues
    
    $
    43,635,000
    
    
    $
    42,915,000
    
    
    $
    43,322,000
    
    
    $
    44,608,000Net income applicable to common shareholders
    
    
    3,112,000
    
    
    
    1,224,000
    
    
    
    3,277,000
    
    
    
    2,885,000Per common share (i)
    
    $
    0.07
    
    
    $
    0.03
    
    
    $
    0.07
    
    
    $
    0.062007Revenues
    
    $
    36,191,000
    
    
    $
    36,950,000
    
    
    $
    37,845,000
    
    
    $
    43,462,000Net income applicable to common shareholders
    
    
    3,655,000
    
    
    
    2,921,000
    
    
    
    3,925,000
    
    
    
    3,591,000Per common share
    
    $
    0.08
    
    
    $
    0.07
    
    
    $
    0.09
    
    
    $
    0.08
 
 (i)
    
    Differences between the sum of the four quarterly per share amounts and the annual per share
amount are attributable to the effect of the weighted average outstanding share calculations for
the respective periods. Note 9. Subsequent Events
   67




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2008
   68




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2008
 Gross amount at which carried atYear built/
    
    Gross
    
    
    Initial cost to the Company
    
    
    Subsequent
    
    
    December 31, 2008Year
    
    Percent
    
    
    Year last
    
    leasable
    
    
    
    
    
    
    Buildings and
    
    
    cost
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Amount OfProperty
    
    State
    
    acquired
    
    owned
    
    
    renovated
    
    area
    
    
    Land
    
    
    improvements
    
    
    capitalized
    
    
    Land
    
    
    improvements
    
    
    Total
    
    
    depreciation (4)
    
    
    encumbranceWholly-Owned Stabilized Properties (1):Academy Plaza
    
    PA
    
    2001
    
    
    100
    %
    
    1965/1998
    
    
    151,977
    
    
    $
    2,406,000
    
    
    $
    9,623,000
    
    
    $
    1,462,000
    
    
    $
    2,406,000
    
    
    $
    11,085,000
    
    
    $
    13,491,000
    
    
    $
    1,982,000
    
    
    $
    9,576,000Annie Land Plaza
    
    VA
    
    2006
    
    
    100
    %
    
    1999
    
    
    42,500
    
    
    
    809,000
    
    
    
    3,857,000
    
    
    
    12,000
    
    
    
    809,000
    
    
    
    3,869,000
    
    
    
    4,678,000
    
    
    
    352,000
    
    
    
    (2
    )Camp Hill
    
    PA
    
    2002
    
    
    100
    %
    
    1958/2005
    
    
    472,458
    
    
    
    4,460,000
    
    
    
    17,857,000
    
    
    
    42,305,000
    
    
    
    4,424,000
    
    
    
    60,198,000
    
    
    
    64,622,000
    
    
    
    6,255,000
    
    
    
    65,000,000Carbondale Plaza
    
    PA
    
    2004
    
    
    100
    %
    
    1972/2005
    
    
    124,565
    
    
    
    1,586,000
    
    
    
    7,289,000
    
    
    
    3,730,000
    
    
    
    1,586,000
    
    
    
    11,019,000
    
    
    
    12,605,000
    
    
    
    1,506,000
    
    
    
    (3
    )Carlls Corner
    
    NJ
    
    2007
    
    
    100
    %
    
    1960s-1999/2004
    
    
    129,582
    
    
    
    3,034,000
    
    
    
    15,293,000
    
    
    
    58,000
    
    
    
    3,002,000
    
    
    
    15,383,000
    
    
    
    18,385,000
    
    
    
    640,000
    
    
    
    6,023,000Carmans Plaza
    
    NY
    
    2007
    
    
    100
    %
    
    1954/2007
    
    
    194,481
    
    
    
    8,539,000
    
    
    
    35,040,000
    
    
    
    (728,000
    )
    
    
    8,473,000
    
    
    
    34,378,000
    
    
    
    42,851,000
    
    
    
    1,529,000
    
    
    
    33,322,000Carrollton Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2000
    
    
    40,480
    
    
    
    713,000
    
    
    
    3,316,000
    
    
    
    23,000
    
    
    
    713,000
    
    
    
    3,339,000
    
    
    
    4,052,000
    
    
    
    456,000
    
    
    
    2,378,000Centerville Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2000
    
    
    49,287
    
    
    
    780,000
    
    
    
    3,607,000
    
    
    
    2,277,000
    
    
    
    1,219,000
    
    
    
    5,445,000
    
    
    
    6,664,000
    
    
    
    656,000
    
    
    
    2,844,000Circle Plaza
    
    PA
    
    2007
    
    
    100
    %
    
    1979/1991
    
    
    92,171
    
    
    
    561,000
    
    
    
    2,884,000
    
    
    
    
    
    
    
    561,000
    
    
    
    2,884,000
    
    
    
    3,445,000
    
    
    
    114,000
    
    
    
    (2
    )Clyde Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2002
    
    
    34,592
    
    
    
    451,000
    
    
    
    2,326,000
    
    
    
    1,126,000
    
    
    
    673,000
    
    
    
    3,230,000
    
    
    
    3,903,000
    
    
    
    393,000
    
    
    
    1,973,000Coliseum Marketplace
    
    VA
    
    2005
    
    
    100
    %
    
    1987/2005
    
    
    98,515
    
    
    
    2,924,000
    
    
    
    14,416,000
    
    
    
    3,406,000
    
    
    
    3,586,000
    
    
    
    17,160,000
    
    
    
    20,746,000
    
    
    
    2,191,000
    
    
    
    12,478,000Columbus Crossing
    
    PA
    
    2003
    
    
    100
    %
    
    2001
    
    
    142,166
    
    
    
    4,579,000
    
    
    
    19,135,000
    
    
    
    114,000
    
    
    
    4,579,000
    
    
    
    19,249,000
    
    
    
    23,828,000
    
    
    
    2,863,000
    
    
    
    (2
    )CVS at Bradford
    
    PA
    
    2005
    
    
    100
    %
    
    1996
    
    
    10,722
    
    
    
    291,000
    
    
    
    1,466,000
    
    
    
    16,000
    
    
    
    291,000
    
    
    
    1,482,000
    
    
    
    1,773,000
    
    
    
    201,000
    
    
    
    862,000CVS at Celina
    
    OH
    
    2005
    
    
    100
    %
    
    1998
    
    
    10,195
    
    
    
    418,000
    
    
    
    1,967,000
    
    
    
    
    
    
    
    418,000
    
    
    
    1,967,000
    
    
    
    2,385,000
    
    
    
    226,000
    
    
    
    1,528,000CVS at Erie
    
    PA
    
    2005
    
    
    100
    %
    
    1997
    
    
    10,125
    
    
    
    399,000
    
    
    
    1,783,000
    
    
    
    
    
    
    
    399,000
    
    
    
    1,783,000
    
    
    
    2,182,000
    
    
    
    195,000
    
    
    
    1,211,000CVS at Kinderhook
    
    NY
    
    2006
    
    
    100
    %
    
    2007
    
    
    13,225
    
    
    
    1,678,000
    
    
    
    
    
    
    
    1,929,000
    
    
    
    2,501,000
    
    
    
    1,106,000
    
    
    
    3,607,000
    
    
    
    42,000
    
    
    
    (2
    )CVS at Naugatuck
    
    CT
    
    2008
    
    
    100
    %
    
    2008
    
    
    13,225
    
    
    
    
    
    
    
    
    
    
    
    2,695,000
    
    
    
    
    
    
    
    2,695,000
    
    
    
    2,695,000
    
    
    
    6,000CVS at Portage Trail
    
    OH
    
    2005
    
    
    100
    %
    
    1996
    
    
    10,722
    
    
    
    341,000
    
    
    
    1,603,000
    
    
    
    
    
    
    
    341,000
    
    
    
    1,603,000
    
    
    
    1,944,000
    
    
    
    192,000
    
    
    
    932,000CVS at Westfield
    
    NY
    
    2005
    
    
    100
    %
    
    2000
    
    
    10,125
    
    
    
    339,000
    
    
    
    1,558,000
    
    
    
    
    
    
    
    339,000
    
    
    
    1,558,000
    
    
    
    1,897,000
    
    
    
    165,000
    
    
    
    (2
    )Dover Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2002
    
    
    38,409
    
    
    
    563,000
    
    
    
    2,790,000
    
    
    
    13,000
    
    
    
    563,000
    
    
    
    2,803,000
    
    
    
    3,366,000
    
    
    
    561,000
    
    
    
    2,158,000East Chestnut
    
    PA
    
    2005
    
    
    100
    %
    
    1996
    
    
    21,180
    
    
    
    800,000
    
    
    
    3,699,000
    
    
    
    1,000
    
    
    
    800,000
    
    
    
    3,700,000
    
    
    
    4,500,000
    
    
    
    611,000
    
    
    
    2,089,000Elmhurst Square
    
    VA
    
    2006
    
    
    100
    %
    
    1961-1983
    
    
    66,250
    
    
    
    1,371,000
    
    
    
    5,994,000
    
    
    
    235,000
    
    
    
    1,371,000
    
    
    
    6,229,000
    
    
    
    7,600,000
    
    
    
    560,000
    
    
    
    4,115,000Enon Discount Drug Mart Plaza
    
    OH
    
    2007
    
    
    100
    %
    
    2005-2006
    
    
    42,876
    
    
    
    904,000
    
    
    
    3,426,000
    
    
    
    570,000
    
    
    
    1,017,000
    
    
    
    3,883,000
    
    
    
    4,900,000
    
    
    
    186,000Fairfield Plaza
    
    CT
    
    2005
    
    
    100
    %
    
    2001/2005
    
    
    72,279
    
    
    
    1,816,000
    
    
    
    7,891,000
    
    
    
    1,888,000
    
    
    
    2,202,000
    
    
    
    9,393,000
    
    
    
    11,595,000
    
    
    
    1,057,000
    
    
    
    5,197,000Fairview Plaza
    
    PA
    
    2003/2008
    
    
    100
    %
    
    1976/2003
    
    
    69,579
    
    
    
    2,128,000
    
    
    
    8,483,000
    
    
    
    234,000
    
    
    
    2,129,000
    
    
    
    8,716,000
    
    
    
    10,845,000
    
    
    
    1,214,000
    
    
    
    5,583,000Family Dollar at Zanesville
    
    OH
    
    2005
    
    
    100
    %
    
    2000
    
    
    6,900
    
    
    
    82,000
    
    
    
    569,000
    
    
    
    
    
    
    
    81,000
    
    
    
    570,000
    
    
    
    651,000
    
    
    
    221,000
    
    
    
    (2
    )FirstMerit Bank at Akron
    
    OH
    
    2005
    
    
    100
    %
    
    1996
    
    
    3,200
    
    
    
    169,000
    
    
    
    734,000
    
    
    
    1,000
    
    
    
    168,000
    
    
    
    736,000
    
    
    
    904,000
    
    
    
    95,000
    
    
    
    (2
    )FirstMerit Bank at Cuyahoga Falls
    
    OH
    
    2006
    
    
    100
    %
    
    1973/2003
    
    
    18,300
    
    
    
    264,000
    
    
    
    1,304,000
    
    
    
    8,000
    
    
    
    264,000
    
    
    
    1,312,000
    
    
    
    1,576,000
    
    
    
    118,000
    
    
    
    (2
    )Franklin Village Plaza
    
    MA
    
    2004
    
    
    100
    %
    
    1987/2005
    
    
    301,741
    
    
    
    13,817,000
    
    
    
    58,204,000
    
    
    
    1,546,000
    
    
    
    13,817,000
    
    
    
    59,750,000
    
    
    
    73,567,000
    
    
    
    8,687,000
    
    
    
    43,500,000Gabriel Brothers Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    1970s/2004
    
    
    83,740
    
    
    
    947,000
    
    
    
    3,691,000
    
    
    
    273,000
    
    
    
    947,000
    
    
    
    3,964,000
    
    
    
    4,911,000
    
    
    
    543,000
    
    
    
    3,119,000Gahanna Discount Drug Mart Plaza
    
    OH
    
    2006
    
    
    100
    %
    
    2003
    
    
    48,080
    
    
    
    1,379,000
    
    
    
    5,385,000
    
    
    
    1,739,000
    
    
    
    1,738,000
    
    
    
    6,765,000
    
    
    
    8,503,000
    
    
    
    618,000
    
    
    
    5,068,000General Booth Plaza
    
    VA
    
    2005
    
    
    100
    %
    
    1985
    
    
    73,320
    
    
    
    1,935,000
    
    
    
    9,493,000
    
    
    
    47,000
    
    
    
    1,935,000
    
    
    
    9,540,000
    
    
    
    11,475,000
    
    
    
    1,439,000
    
    
    
    5,539,000Gold Star Plaza
    
    PA
    
    2006
    
    
    100
    %
    
    1988
    
    
    71,729
    
    
    
    1,644,000
    
    
    
    6,519,000
    
    
    
    20,000
    
    
    
    1,644,000
    
    
    
    6,539,000
    
    
    
    8,183,000
    
    
    
    700,000
    
    
    
    2,605,000Golden Triangle
    
    PA
    
    2003
    
    
    100
    %
    
    1960/2005
    
    
    202,943
    
    
    
    2,320,000
    
    
    
    9,713,000
    
    
    
    9,610,000
    
    
    
    2,320,000
    
    
    
    19,323,000
    
    
    
    21,643,000
    
    
    
    2,848,000
    
    
    
    21,279,000Groton Shopping Center
    
    CT
    
    2007
    
    
    100
    %
    
    1969
    
    
    117,986
    
    
    
    3,070,000
    
    
    
    12,320,000
    
    
    
    27,000
    
    
    
    3,073,000
    
    
    
    12,344,000
    
    
    
    15,417,000
    
    
    
    813,000
    
    
    
    11,711,000Grove City Discount Drug Mart Plaza
    
    OH
    
    2007
    
    
    100
    %
    
    1994
    
    
    40,848
    
    
    
    874,000
    
    
    
    3,394,000
    
    
    
    1,453,000
    
    
    
    1,157,000
    
    
    
    4,564,000
    
    
    
    5,721,000
    
    
    
    226,000Halifax Plaza
    
    PA
    
    2003/2008
    
    
    100
    %
    
    2005
    
    
    54,150
    
    
    
    1,412,000
    
    
    
    5,799,000
    
    
    
    141,000
    
    
    
    1,416,000
    
    
    
    5,936,000
    
    
    
    7,352,000
    
    
    
    760,000
    
    
    
    3,740,000Hamburg Commons
    
    PA
    
    2004
    
    
    100
    %
    
    1988-1993
    
    
    99,580
    
    
    
    1,153,000
    
    
    
    4,678,000
    
    
    
    5,114,000
    
    
    
    1,153,000
    
    
    
    9,792,000
    
    
    
    10,945,000
    
    
    
    1,041,000
    
    
    
    5,254,000
 69




---



##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2008
(continued)
 Gross amount at which carried atYear built/
    
    Gross
    
    
    Initial cost to the Company
    
    
    Subsequent
    
    
    December 31, 2008Year
    
    Percent
    
    
    Year last
    
    leasable
    
    
    
    
    
    
    Buildings and
    
    
    cost
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Amount OfProperty
    
    State
    
    acquired
    
    owned
    
    
    renovated
    
    area
    
    
    Land
    
    
    improvements
    
    
    capitalized
    
    
    Land
    
    
    improvements
    
    
    Total
    
    
    depreciation(4)
    
    
    encumbranceHannaford Plaza
    
    MA
    
    2006
    
    
    100
    %
    
    1965/2006
    
    
    102,459
    
    
    
    1,874,000
    
    
    
    8,453,000
    
    
    
    192,000
    
    
    
    1,874,000
    
    
    
    8,645,000
    
    
    
    10,519,000
    
    
    
    752,000
    
    
    
    (2
    )Hilliard Discount Drug Mart Plaza
    
    OH
    
    2007
    
    
    100
    %
    
    2003
    
    
    40,988
    
    
    
    1,200,000
    
    
    
    3,977,000
    
    
    
    1,110,000
    
    
    
    1,307,000
    
    
    
    4,980,000
    
    
    
    6,287,000
    
    
    
    232,000Hills & Dales Discount Drug Mart Plaza
    
    OH
    
    2007
    
    
    100
    %
    
    1992-2007
    
    
    33,553
    
    
    
    786,000
    
    
    
    2,967,000
    
    
    
    
    
    
    
    786,000
    
    
    
    2,967,000
    
    
    
    3,753,000
    
    
    
    132,000Hudson Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2000
    
    
    32,259
    
    
    
    770,000
    
    
    
    3,535,000
    
    
    
    58,000
    
    
    
    770,000
    
    
    
    3,593,000
    
    
    
    4,363,000
    
    
    
    429,000
    
    
    
    2,511,000Jordan Lane
    
    CT
    
    2005
    
    
    100
    %
    
    1969/1991
    
    
    181,735
    
    
    
    4,291,000
    
    
    
    20,866,000
    
    
    
    537,000
    
    
    
    4,291,000
    
    
    
    21,403,000
    
    
    
    25,694,000
    
    
    
    2,373,000
    
    
    
    13,288,000Kempsville Crossing
    
    VA
    
    2005
    
    
    100
    %
    
    1985
    
    
    94,477
    
    
    
    2,207,000
    
    
    
    11,000,000
    
    
    
    128,000
    
    
    
    2,207,000
    
    
    
    11,128,000
    
    
    
    13,335,000
    
    
    
    1,697,000
    
    
    
    6,276,000Kenley Village
    
    MD
    
    2005
    
    
    100
    %
    
    1988
    
    
    51,894
    
    
    
    726,000
    
    
    
    3,512,000
    
    
    
    41,000
    
    
    
    726,000
    
    
    
    3,553,000
    
    
    
    4,279,000
    
    
    
    866,000
    
    
    
    (2
    )Kings Plaza
    
    MA
    
    2007
    
    
    100
    %
    
    1970/1994
    
    
    168,243
    
    
    
    2,413,000
    
    
    
    11,795,000
    
    
    
    (9,000
    )
    
    
    2,411,000
    
    
    
    11,788,000
    
    
    
    14,199,000
    
    
    
    663,000
    
    
    
    7,935,000Kingston Plaza
    
    NY
    
    2006
    
    
    100
    %
    
    2006
    
    
    18,337
    
    
    
    2,891,000
    
    
    
    
    
    
    
    2,344,000
    
    
    
    2,891,000
    
    
    
    2,344,000
    
    
    
    5,235,000
    
    
    
    127,000
    
    
    
    (2
    )LA Fitness Facility
    
    PA
    
    2002
    
    
    100
    %
    
    2003
    
    
    41,000
    
    
    
    2,462,000
    
    
    
    
    
    
    
    5,176,000
    
    
    
    2,462,000
    
    
    
    5,176,000
    
    
    
    7,638,000
    
    
    
    677,000
    
    
    
    5,907,000Liberty Marketplace
    
    PA
    
    2005
    
    
    100
    %
    
    2003
    
    
    68,200
    
    
    
    2,665,000
    
    
    
    12,639,000
    
    
    
    235,000
    
    
    
    2,695,000
    
    
    
    12,844,000
    
    
    
    15,539,000
    
    
    
    1,383,000
    
    
    
    9,624,000Lodi Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2003
    
    
    38,576
    
    
    
    704,000
    
    
    
    3,393,000
    
    
    
    67,000
    
    
    
    704,000
    
    
    
    3,460,000
    
    
    
    4,164,000
    
    
    
    524,000
    
    
    
    2,404,000Long Reach Village
    
    MD
    
    2006
    
    
    100
    %
    
    1973/1998
    
    
    104,922
    
    
    
    1,721,000
    
    
    
    8,554,000
    
    
    
    125,000
    
    
    
    1,721,000
    
    
    
    8,679,000
    
    
    
    10,400,000
    
    
    
    887,000
    
    
    
    4,772,000Loyal Plaza
    
    PA
    
    2002/2008
    
    
    100
    %
    
    1969/2000
    
    
    293,825
    
    
    
    4,510,000
    
    
    
    20,631,000
    
    
    
    1,630,000
    
    
    
    4,511,000
    
    
    
    22,260,000
    
    
    
    26,771,000
    
    
    
    3,576,000
    
    
    
    12,827,000Mason Discount Drug Mart Plaza
    
    OH
    
    2008
    
    
    100
    %
    
    2005/2007
    
    
    52,896
    
    
    
    1,298,000
    
    
    
    5,022,000
    
    
    
    1,317,000
    
    
    
    1,560,000
    
    
    
    6,077,000
    
    
    
    7,637,000
    
    
    
    272,000McCormick Place
    
    OH
    
    2005
    
    
    100
    %
    
    1995
    
    
    46,000
    
    
    
    847,000
    
    
    
    4,022,000
    
    
    
    44,000
    
    
    
    849,000
    
    
    
    4,064,000
    
    
    
    4,913,000
    
    
    
    679,000
    
    
    
    2,653,000McDonalds/Waffle House at Medina
    
    OH
    
    2005
    
    
    100
    %
    
    2003
    
    
    6,000
    
    
    
    737,000
    
    
    
    132,000
    
    
    
    
    
    
    
    737,000
    
    
    
    132,000
    
    
    
    869,000
    
    
    
    28,000
    
    
    
    (2
    )Mechanicsburg Giant
    
    PA
    
    2005
    
    
    100
    %
    
    2003
    
    
    51,500
    
    
    
    2,709,000
    
    
    
    12,159,000
    
    
    
    
    
    
    
    2,709,000
    
    
    
    12,159,000
    
    
    
    14,868,000
    
    
    
    1,138,000
    
    
    
    9,943,000Metro Square
    
    MD
    
    2008
    
    
    100
    %
    
    1999
    
    
    71,896
    
    
    
    3,121,000
    
    
    
    12,341,000
    
    
    
    
    
    
    
    3,121,000
    
    
    
    12,341,000
    
    
    
    15,462,000
    
    
    
    104,000
    
    
    
    9,346,000Newport Plaza
    
    PA
    
    2003/2008
    
    
    100
    %
    
    1996
    
    
    66,789
    
    
    
    1,721,000
    
    
    
    7,758,000
    
    
    
    321,000
    
    
    
    1,722,000
    
    
    
    8,078,000
    
    
    
    9,800,000
    
    
    
    903,000
    
    
    
    4,800,000Oak Ridge
    
    VA
    
    2006
    
    
    100
    %
    
    2000
    
    
    38,700
    
    
    
    960,000
    
    
    
    4,254,000
    
    
    
    18,000
    
    
    
    960,000
    
    
    
    4,272,000
    
    
    
    5,232,000
    
    
    
    300,000
    
    
    
    3,508,000Oakhurst Plaza
    
    PA
    
    2006
    
    
    100
    %
    
    1980/2001
    
    
    111,869
    
    
    
    4,539,000
    
    
    
    18,177,000
    
    
    
    12,000
    
    
    
    4,539,000
    
    
    
    18,189,000
    
    
    
    22,728,000
    
    
    
    1,576,000
    
    
    
    (2
    )Oakland Commons
    
    CT
    
    2007
    
    
    100
    %
    
    1962/1995
    
    
    89,850
    
    
    
    2,504,000
    
    
    
    15,662,000
    
    
    
    15,000
    
    
    
    2,504,000
    
    
    
    15,677,000
    
    
    
    18,181,000
    
    
    
    903,000
    
    
    
    (2
    )Oakland Mills
    
    MD
    
    2005
    
    
    100
    %
    
    1960s/2004
    
    
    58,224
    
    
    
    1,611,000
    
    
    
    6,292,000
    
    
    
    21,000
    
    
    
    1,611,000
    
    
    
    6,313,000
    
    
    
    7,924,000
    
    
    
    981,000
    
    
    
    4,996,000Ontario Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2002
    
    
    38,623
    
    
    
    809,000
    
    
    
    3,643,000
    
    
    
    21,000
    
    
    
    809,000
    
    
    
    3,664,000
    
    
    
    4,473,000
    
    
    
    472,000
    
    
    
    2,219,000Palmyra Shopping Center
    
    PA
    
    2005
    
    
    100
    %
    
    1960/1995
    
    
    112,108
    
    
    
    1,488,000
    
    
    
    6,566,000
    
    
    
    61,000
    
    
    
    1,488,000
    
    
    
    6,627,000
    
    
    
    8,115,000
    
    
    
    948,000
    
    
    
    (2
    )Pickerington Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2002
    
    
    47,810
    
    
    
    1,186,000
    
    
    
    5,396,000
    
    
    
    692,000
    
    
    
    1,305,000
    
    
    
    5,969,000
    
    
    
    7,274,000
    
    
    
    763,000
    
    
    
    4,224,000Pine Grove Plaza
    
    NJ
    
    2003
    
    
    100
    %
    
    2001/2002
    
    
    79,306
    
    
    
    1,622,000
    
    
    
    6,489,000
    
    
    
    18,000
    
    
    
    1,622,000
    
    
    
    6,507,000
    
    
    
    8,129,000
    
    
    
    941,000
    
    
    
    5,900,000Polaris Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2001
    
    
    50,283
    
    
    
    1,242,000
    
    
    
    5,816,000
    
    
    
    30,000
    
    
    
    1,242,000
    
    
    
    5,846,000
    
    
    
    7,088,000
    
    
    
    951,000
    
    
    
    4,529,000Pondside Plaza
    
    NY
    
    2005
    
    
    100
    %
    
    2003
    
    
    19,340
    
    
    
    365,000
    
    
    
    1,612,000
    
    
    
    15,000
    
    
    
    365,000
    
    
    
    1,627,000
    
    
    
    1,992,000
    
    
    
    248,000
    
    
    
    1,176,000Port Richmond Village
    
    PA
    
    2001
    
    
    100
    %
    
    1988
    
    
    154,908
    
    
    
    2,942,000
    
    
    
    11,769,000
    
    
    
    628,000
    
    
    
    2,942,000
    
    
    
    12,397,000
    
    
    
    15,339,000
    
    
    
    2,266,000
    
    
    
    14,922,000Powell Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2001
    
    
    49,772
    
    
    
    1,384,000
    
    
    
    6,121,000
    
    
    
    48,000
    
    
    
    1,384,000
    
    
    
    6,169,000
    
    
    
    7,553,000
    
    
    
    851,000
    
    
    
    4,339,000Price Chopper Plaza
    
    MA
    
    2007
    
    
    100
    %
    
    1960s-2004
    
    
    101,824
    
    
    
    3,551,000
    
    
    
    18,412,000
    
    
    
    689,000
    
    
    
    4,144,000
    
    
    
    18,508,000
    
    
    
    22,652,000
    
    
    
    681,000
    
    
    
    (2
    )Rite Aid at Massillon
    
    OH
    
    2005
    
    
    100
    %
    
    1999
    
    
    10,125
    
    
    
    442,000
    
    
    
    2,014,000
    
    
    
    
    
    
    
    442,000
    
    
    
    2,014,000
    
    
    
    2,456,000
    
    
    
    219,000
    
    
    
    1,533,000River View Plaza I, II and III
    
    PA
    
    2003
    
    
    100
    %
    
    1991/1998
    
    
    244,225
    
    
    
    9,718,000
    
    
    
    40,356,000
    
    
    
    3,676,000
    
    
    
    9,718,000
    
    
    
    44,032,000
    
    
    
    53,750,000
    
    
    
    6,452,000
    
    
    
    (2
    )Shaws Plaza
    
    MA
    
    2006
    
    
    100
    %
    
    1968/1998
    
    
    176,609
    
    
    
    5,780,000
    
    
    
    24,898,000
    
    
    
    227,000
    
    
    
    5,780,000
    
    
    
    25,125,000
    
    
    
    30,905,000
    
    
    
    2,045,000
    
    
    
    13,980,000Shoppes at Salem Run
    
    VA
    
    2005
    
    
    100
    %
    
    2005
    
    
    15,100
    
    
    
    1,076,000
    
    
    
    4,253,000
    
    
    
    11,000
    
    
    
    1,076,000
    
    
    
    4,264,000
    
    
    
    5,340,000
    
    
    
    374,000
    
    
    
    (2
    )Shore Mall
    
    NJ
    
    2006
    
    
    100
    %
    
    1960/1980
    
    
    602,263
    
    
    
    7,179,000
    
    
    
    37,868,000
    
    
    
    1,459,000
    
    
    
    7,179,000
    
    
    
    39,327,000
    
    
    
    46,506,000
    
    
    
    3,714,000
    
    
    
    22,543,000Smithfield Plaza
    
    VA
    
    2005-2008
    
    
    100
    %
    
    1987/1996
    
    
    134,664
    
    
    
    2,947,000
    
    
    
    12,737,000
    
    
    
    4,000
    
    
    
    2,919,000
    
    
    
    12,769,000
    
    
    
    15,688,000
    
    
    
    797,000
    
    
    
    10,504,000
 70




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2008
(continued)
 Gross amount at which carried atYear built/
    
    Gross
    
    
    Initial cost to the Company
    
    
    Subsequent
    
    
    December 31, 2008Year
    
    Percent
    
    
    Year last
    
    leasable
    
    
    
    
    
    
    Buildings and
    
    
    cost
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Amount OfProperty
    
    State
    
    acquired
    
    owned
    
    
    renovated
    
    area
    
    
    Land
    
    
    improvements
    
    
    capitalized
    
    
    Land
    
    
    improvements
    
    
    Total
    
    
    depreciation(4)
    
    
    encumbranceSouth Philadelphia
    
    PA
    
    2003
    
    
    100
    %
    
    1950/2003
    
    
    283,415
    
    
    
    8,222,000
    
    
    
    35,907,000
    
    
    
    2,527,000
    
    
    
    8,222,000
    
    
    
    38,434,000
    
    
    
    46,656,000
    
    
    
    6,502,000
    
    
    
    (2
    )St. James Square
    
    MD
    
    2005
    
    
    100
    %
    
    2000
    
    
    39,903
    
    
    
    688,000
    
    
    
    3,838,000
    
    
    
    523,000
    
    
    
    688,000
    
    
    
    4,361,000
    
    
    
    5,049,000
    
    
    
    648,000
    
    
    
    (2
    )Stadium Plaza
    
    MI
    
    2005
    
    
    100
    %
    
    1960s/2003
    
    
    77,688
    
    
    
    2,341,000
    
    
    
    9,175,000
    
    
    
    706,000
    
    
    
    2,443,000
    
    
    
    9,779,000
    
    
    
    12,222,000
    
    
    
    982,000
    
    
    
    (2
    )Staples at Oswego
    
    NY
    
    2005
    
    
    100
    %
    
    2000
    
    
    23,884
    
    
    
    635,000
    
    
    
    2,991,000
    
    
    
    9,000
    
    
    
    635,000
    
    
    
    3,000,000
    
    
    
    3,635,000
    
    
    
    402,000
    
    
    
    2,283,000Stop & Shop Plaza
    
    CT
    
    2008
    
    
    100
    %
    
    2006
    
    
    54,510
    
    
    
    
    
    
    
    11,295,000
    
    
    
    2,000
    
    
    
    
    
    
    
    11,297,000
    
    
    
    11,297,000
    
    
    
    454,000
    
    
    
    7,000,000Suffolk Plaza
    
    VA
    
    2005
    
    
    100
    %
    
    1984
    
    
    67,216
    
    
    
    1,402,000
    
    
    
    7,236,000
    
    
    
    
    
    
    
    1,402,000
    
    
    
    7,236,000
    
    
    
    8,638,000
    
    
    
    1,037,000
    
    
    
    4,742,000Sunset Crossing
    
    PA
    
    2003
    
    
    100
    %
    
    2002
    
    
    74,142
    
    
    
    2,150,000
    
    
    
    8,980,000
    
    
    
    142,000
    
    
    
    2,150,000
    
    
    
    9,122,000
    
    
    
    11,272,000
    
    
    
    1,302,000
    
    
    
    (2
    )Swede Square
    
    PA
    
    2003
    
    
    100
    %
    
    1980/2004
    
    
    98,792
    
    
    
    2,268,000
    
    
    
    6,232,000
    
    
    
    4,133,000
    
    
    
    2,272,000
    
    
    
    10,361,000
    
    
    
    12,633,000
    
    
    
    1,934,000
    
    
    
    (2
    )The Brickyard
    
    CT
    
    2004
    
    
    100
    %
    
    1990
    
    
    274,553
    
    
    
    6,465,000
    
    
    
    28,281,000
    
    
    
    433,000
    
    
    
    6,465,000
    
    
    
    28,714,000
    
    
    
    35,179,000
    
    
    
    4,597,000
    
    
    
    (2
    )The Commons
    
    PA
    
    2004
    
    
    100
    %
    
    2003
    
    
    175,121
    
    
    
    3,098,000
    
    
    
    14,047,000
    
    
    
    33,000
    
    
    
    3,098,000
    
    
    
    14,080,000
    
    
    
    17,178,000
    
    
    
    2,562,000
    
    
    
    (2
    )The Point
    
    PA
    
    2000
    
    
    100
    %
    
    1972/2001
    
    
    250,697
    
    
    
    2,700,000
    
    
    
    10,800,000
    
    
    
    11,514,000
    
    
    
    2,996,000
    
    
    
    22,018,000
    
    
    
    25,014,000
    
    
    
    4,717,000
    
    
    
    17,753,000The Point at Carlisle Plaza
    
    PA
    
    2005
    
    
    100
    %
    
    1965/1984
    
    
    182,859
    
    
    
    2,233,000
    
    
    
    11,105,000
    
    
    
    208,000
    
    
    
    2,233,000
    
    
    
    11,313,000
    
    
    
    13,546,000
    
    
    
    1,725,000
    
    
    
    (2
    )The Shops at Suffolk Downs
    
    MA
    
    2005
    
    
    100
    %
    
    2005
    
    
    85,829
    
    
    
    3,564,000
    
    
    
    11,089,000
    
    
    
    339,000
    
    
    
    3,564,000
    
    
    
    11,428,000
    
    
    
    14,992,000
    
    
    
    1,137,000
    
    
    
    (2
    )Timpany Plaza
    
    MA
    
    2007
    
    
    100
    %
    
    1970s-1989
    
    
    183,775
    
    
    
    3,412,000
    
    
    
    16,148,000
    
    
    
    222,000
    
    
    
    3,397,000
    
    
    
    16,385,000
    
    
    
    19,782,000
    
    
    
    812,000
    
    
    
    8,555,000Trexler Mall
    
    PA
    
    2005
    
    
    100
    %
    
    1973/2004
    
    
    339,363
    
    
    
    6,932,000
    
    
    
    31,661,000
    
    
    
    698,000
    
    
    
    6,932,000
    
    
    
    32,359,000
    
    
    
    39,291,000
    
    
    
    3,267,000
    
    
    
    21,939,000Ukrops at Fredericksburg
    
    VA
    
    2005
    
    
    100
    %
    
    1997
    
    
    63,000
    
    
    
    3,213,000
    
    
    
    12,758,000
    
    
    
    
    
    
    
    3,213,000
    
    
    
    12,758,000
    
    
    
    15,971,000
    
    
    
    1,149,000
    
    
    
    (2
    )Ukrops at Glen Allen
    
    VA
    
    2005
    
    
    100
    %
    
    2000
    
    
    43,000
    
    
    
    6,769,000
    
    
    
    213,000
    
    
    
    
    
    
    
    6,769,000
    
    
    
    213,000
    
    
    
    6,982,000
    
    
    
    155,000
    
    
    
    (2
    )Valley Plaza
    
    MD
    
    2003
    
    
    100
    %
    
    1975/1994
    
    
    190,939
    
    
    
    1,950,000
    
    
    
    7,766,000
    
    
    
    484,000
    
    
    
    1,950,000
    
    
    
    8,250,000
    
    
    
    10,200,000
    
    
    
    1,128,000
    
    
    
    (2
    )Virginia Center Commons
    
    VA
    
    2005
    
    
    100
    %
    
    2002
    
    
    9,763
    
    
    
    992,000
    
    
    
    3,860,000
    
    
    
    3,000
    
    
    
    992,000
    
    
    
    3,863,000
    
    
    
    4,855,000
    
    
    
    441,000
    
    
    
    (2
    )Virginia Little Creek
    
    VA
    
    2005
    
    
    100
    %
    
    1996/2001
    
    
    69,620
    
    
    
    1,650,000
    
    
    
    8,350,000
    
    
    
    (11,000
    )
    
    
    1,639,000
    
    
    
    8,350,000
    
    
    
    9,989,000
    
    
    
    1,101,000
    
    
    
    5,496,000Wal-Mart Center
    
    CT
    
    2003
    
    
    100
    %
    
    1972/2000
    
    
    155,739
    
    
    
    
    
    
    
    11,834,000
    
    
    
    22,000
    
    
    
    
    
    
    
    11,856,000
    
    
    
    11,856,000
    
    
    
    1,585,000
    
    
    
    5,896,000Washington Center Shoppes
    
    NJ
    
    2001
    
    
    100
    %
    
    1979/1995
    
    
    157,290
    
    
    
    2,061,000
    
    
    
    7,314,000
    
    
    
    2,830,000
    
    
    
    1,999,000
    
    
    
    10,206,000
    
    
    
    12,205,000
    
    
    
    1,956,000
    
    
    
    8,691,000West Bridgewater Plaza
    
    MA
    
    2007
    
    
    100
    %
    
    1970/2007
    
    
    133,039
    
    
    
    2,823,000
    
    
    
    14,901,000
    
    
    
    (437,000
    )
    
    
    2,751,000
    
    
    
    14,536,000
    
    
    
    17,287,000
    
    
    
    653,000
    
    
    
    10,901,000Westlake Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2005
    
    
    55,775
    
    
    
    1,004,000
    
    
    
    3,905,000
    
    
    
    
    
    
    
    1,004,000
    
    
    
    3,905,000
    
    
    
    4,909,000
    
    
    
    341,000
    
    
    
    3,261,000Yorktowne Plaza
    
    MD
    
    2007
    
    
    100
    %
    
    1970/2000
    
    
    158,982
    
    
    
    5,940,000
    
    
    
    25,354,000
    
    
    
    (122,000
    )
    
    
    5,919,000
    
    
    
    25,253,000
    
    
    
    31,172,000
    
    
    
    1,423,000
    
    
    
    20,740,000Total Wholly-Owned Stabilized
Properties
    
    
    
    
    
    
    
    
    
    
    
    
    10,034,249
    
    
    
    234,466,000
    
    
    
    987,237,000
    
    
    
    126,564,000
    
    
    
    238,931,000
    
    
    
    1,109,336,000
    
    
    
    1,348,267,000
    
    
    
    127,196,000
    
    
    
    563,000,000Properties Owned in Joint Venture:Homburg Joint Venture:Aston Center
    
    PA
    
    2007
    
    
    20
    %
    
    2005
    
    
    55,000
    
    
    
    4,319,000
    
    
    
    17,070,000
    
    
    
    
    
    
    
    4,319,000
    
    
    
    17,070,000
    
    
    
    21,389,000
    
    
    
    829,000
    
    
    
    13,033,000Ayr Town Center
    
    PA
    
    2007
    
    
    20
    %
    
    2005
    
    
    55,600
    
    
    
    2,442,000
    
    
    
    9,748,000
    
    
    
    
    
    
    
    2,442,000
    
    
    
    9,748,000
    
    
    
    12,190,000
    
    
    
    535,000
    
    
    
    7,350,000Fieldstone Marketplace
    
    MA
    
    2005
    
    
    20
    %
    
    1988/2003
    
    
    193,970
    
    
    
    5,229,000
    
    
    
    21,440,000
    
    
    
    169,000
    
    
    
    5,229,000
    
    
    
    21,609,000
    
    
    
    26,838,000
    
    
    
    2,382,000
    
    
    
    18,998,000Meadows Marketplace
    
    PA
    
    2004
    
    
    20
    %
    
    2005
    
    
    89,138
    
    
    
    1,914,000
    
    
    
    
    
    
    
    11,336,000
    
    
    
    1,914,000
    
    
    
    11,336,000
    
    
    
    13,250,000
    
    
    
    844,000
    
    
    
    10,485,000Parkway Plaza
    
    PA
    
    2007
    
    
    20
    %
    
    1998-2002
    
    
    106,628
    
    
    
    4,647,000
    
    
    
    19,420,000
    
    
    
    1,000
    
    
    
    4,647,000
    
    
    
    19,421,000
    
    
    
    24,068,000
    
    
    
    1,198,000
    
    
    
    14,300,000Pennsboro Commons
    
    PA
    
    2005
    
    
    20
    %
    
    1999
    
    
    109,784
    
    
    
    3,608,000
    
    
    
    14,254,000
    
    
    
    42,000
    
    
    
    3,608,000
    
    
    
    14,296,000
    
    
    
    17,904,000
    
    
    
    1,680,000
    
    
    
    11,120,000Scott Town Center
    
    PA
    
    2007
    
    
    20
    %
    
    2004
    
    
    67,933
    
    
    
    2,959,000
    
    
    
    11,800,000
    
    
    
    
    
    
    
    2,959,000
    
    
    
    11,800,000
    
    
    
    14,759,000
    
    
    
    701,000
    
    
    
    8,791,000Spring Meadow Shopping Center
    
    PA
    
    2007
    
    
    20
    %
    
    2004
    
    
    67,850
    
    
    
    4,111,000
    
    
    
    16,410,000
    
    
    
    20,000
    
    
    
    4,112,000
    
    
    
    16,429,000
    
    
    
    20,541,000
    
    
    
    838,000
    
    
    
    12,944,000Stonehedge Square
    
    PA
    
    2006
    
    
    20
    %
    
    1990/2006
    
    
    88,677
    
    
    
    2,732,000
    
    
    
    11,614,000
    
    
    
    57,000
    
    
    
    2,698,000
    
    
    
    11,705,000
    
    
    
    14,403,000
    
    
    
    1,049,000
    
    
    
    8,700,000834,580
    
    
    
    31,961,000
    
    
    
    121,756,000
    
    
    
    11,625,000
    
    
    
    31,928,000
    
    
    
    133,414,000
    
    
    
    165,342,000
    
    
    
    10,056,000
    
    
    
    105,721,000Total Stabilized Properties
    
    
    
    
    
    
    
    
    
    
    
    
    10,868,829
    
    
    
    266,427,000
    
    
    
    1,108,993,000
    
    
    
    138,189,000
    
    
    
    270,859,000
    
    
    
    1,242,750,000
    
    
    
    1,513,609,000
    
    
    
    137,252,000
    
    
    
    668,721,000
 71




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2008
(continued)
 Gross amount at which carried atYear built/
    
    Gross
    
    
    Initial cost to the Company
    
    
    Subsequent
    
    
    December 31, 2008Year
    
    Percent
    
    
    Year last
    
    leasable
    
    
    
    
    
    
    Buildings and
    
    
    cost
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Amount OfProperty
    
    State
    
    acquired
    
    owned
    
    
    renovated
    
    area
    
    
    Land
    
    
    improvements
    
    
    capitalized
    
    
    Land
    
    
    improvements
    
    
    Total
    
    
    depreciation(4)
    
    
    encumbranceDevelopment/Redevelopment and
Other Non-Stabilized Properties (1):Columbia Mall
    
    PA
    
    2005
    
    
    75
    %
    
    1988
    
    
    343,055
    
    
    
    2,855,000
    
    
    
    15,600,000
    
    
    
    1,333,000
    
    
    
    2,855,000
    
    
    
    16,933,000
    
    
    
    19,788,000
    
    
    
    1,847,000Dunmore Shopping Center
    
    PA
    
    2005
    
    
    100
    %
    
    1962/1997
    
    
    101,000
    
    
    
    565,000
    
    
    
    2,203,000
    
    
    
    42,000
    
    
    
    565,000
    
    
    
    2,245,000
    
    
    
    2,810,000
    
    
    
    335,000Fairview Commons
    
    PA
    
    2007
    
    
    100
    %
    
    1992
    
    
    59,578
    
    
    
    858,000
    
    
    
    3,568,000
    
    
    
    
    
    
    
    858,000
    
    
    
    3,472,000
    
    
    
    4,330,000
    
    
    
    363,000
    
    
    
    (2
    )Huntingdon Plaza
    
    PA
    
    2004
    
    
    100
    %
    
    1972 - 2003
    
    
    147,197
    
    
    
    933,000
    
    
    
    4,129,000
    
    
    
    
    
    
    
    933,000
    
    
    
    5,442,000
    
    
    
    6,375,000
    
    
    
    588,000Lake Raystown Plaza
    
    PA
    
    2004
    
    
    100
    %
    
    1995
    
    
    145,727
    
    
    
    2,231,000
    
    
    
    6,735,000
    
    
    
    8,233,000
    
    
    
    2,231,000
    
    
    
    14,968,000
    
    
    
    17,199,000
    
    
    
    1,669,000
    
    
    
    (3
    )Shelby Discount Drug Mart Plaza
    
    OH
    
    2005
    
    
    100
    %
    
    2002
    
    
    36,596
    
    
    
    671,000
    
    
    
    3,264,000
    
    
    
    12,000
    
    
    
    671,000
    
    
    
    3,276,000
    
    
    
    3,947,000
    
    
    
    503,000
    
    
    
    2,219,000Townfair Center
    
    PA
    
    2004
    
    
    100
    %
    
    2002
    
    
    203,531
    
    
    
    3,022,000
    
    
    
    13,786,000
    
    
    
    903,000
    
    
    
    3,022,000
    
    
    
    14,689,000
    
    
    
    17,711,000
    
    
    
    2,475,000Trexlertown Plaza
    
    PA
    
    2006
    
    
    100
    %
    
    1990/2005
    
    
    241,381
    
    
    
    5,262,000
    
    
    
    23,867,000
    
    
    
    1,767,000
    
    
    
    5,262,000
    
    
    
    25,634,000
    
    
    
    30,896,000
    
    
    
    1,965,000
    
    
    
    (3
    )Total Non-Stabilized Properties
    
    
    
    
    
    
    
    
    
    
    
    
    1,278,065
    
    
    
    16,397,000
    
    
    
    73,152,000
    
    
    
    12,290,000
    
    
    
    16,397,000
    
    
    
    86,659,000
    
    
    
    103,056,000
    
    
    
    9,745,000
    
    
    
    2,219,000Total Operating Portfolio
    
    
    
    
    
    
    
    
    
    
    
    
    12,146,894
    
    
    
    282,824,000
    
    
    
    1,182,145,000
    
    
    
    150,479,000
    
    
    
    287,256,000
    
    
    
    1,329,409,000
    
    
    
    1,616,665,000
    
    
    
    146,997,000
    
    
    
    670,940,000Projects Under Development and Land Held
For Future Expansion and Development:Blue Mountain Commons
    
    PA
    
    2006
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    13,742,000
    
    
    
    
    
    
    
    18,745,000
    
    
    
    14,065,000
    
    
    
    18,422,000
    
    
    
    32,487,000
    
    
    
    
    
    
    
    (3
    )Columbia Mall
    
    PA
    
    2006
    
    
    75
    %
    
    N/A
    
    
    N/A
    
    
    
    1,466,000
    
    
    
    
    
    
    
    379,000
    
    
    
    1,465,000
    
    
    
    380,000
    
    
    
    1,845,000
    
    
    
    Crossroads II
    
    PA
    
    2008
    
    
    60
    %
    
    N/A
    
    
    N/A
    
    
    
    15,383,000
    
    
    
    
    
    
    
    6,366,000
    
    
    
    17,671,000
    
    
    
    4,078,000
    
    
    
    21,749,000
    
    
    
    
    
    
    
    8,862,000Halifax Commons
    
    PA
    
    2008
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    858,000
    
    
    
    
    
    
    
    170,000
    
    
    
    872,000
    
    
    
    156,000
    
    
    
    1,028,000
    
    
    
    Halifax Plaza
    
    PA
    
    2004
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    1,107,000
    
    
    
    
    
    
    
    1,553,000
    
    
    
    1,503,000
    
    
    
    1,157,000
    
    
    
    2,660,000
    
    
    
    Heritage Crossing
    
    PA
    
    2008
    
    
    60
    %
    
    N/A
    
    
    N/A
    
    
    
    5,080,000
    
    
    
    
    
    
    
    5,432,000
    
    
    
    5,066,000
    
    
    
    5,446,000
    
    
    
    10,512,000
    
    
    
    Liberty Marketplace
    
    PA
    
    2007
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    1,564,000
    
    
    
    
    
    
    
    15,000
    
    
    
    1,564,000
    
    
    
    15,000
    
    
    
    1,579,000
    
    
    
    Northside Commons
    
    PA
    
    2008
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    3,332,000
    
    
    
    
    
    
    
    3,028,000
    
    
    
    3,379,000
    
    
    
    2,981,000
    
    
    
    6,360,000
    
    
    
    Oregon Pike
    
    PA
    
    2008
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    2,283,000
    
    
    
    
    
    
    
    30,000
    
    
    
    2,283,000
    
    
    
    30,000
    
    
    
    2,313,000
    
    
    
    Pine Grove Plaza
    
    NJ
    
    2003
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    388,000
    
    
    
    
    
    
    
    39,000
    
    
    
    388,000
    
    
    
    39,000
    
    
    
    427,000
    
    
    
    Shore Mall
    
    NJ
    
    2006
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    2,018,000
    
    
    
    
    
    
    
    55,000
    
    
    
    2,018,000
    
    
    
    55,000
    
    
    
    2,073,000
    
    
    
    
    
    
    
    (6
    )The Brickyard
    
    CT
    
    2007
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    1,167,000
    
    
    
    
    
    
    
    118,000
    
    
    
    1,183,000
    
    
    
    102,000
    
    
    
    1,285,000
    
    
    
    The Shops at Suffolk Downs
    
    MA
    
    2005
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    4,016,000
    
    
    
    
    
    
    
    3,200,000
    
    
    
    4,016,000
    
    
    
    3,200,000
    
    
    
    7,216,000
    
    
    
    Trexlertown Plaza
    
    PA
    
    2006
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    8,087,000
    
    
    
    
    
    
    
    2,119,000
    
    
    
    8,089,000
    
    
    
    2,117,000
    
    
    
    10,206,000
    
    
    
    
    
    
    
    (3
    )Trindle Spring
    
    PA
    
    2006
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    1,028,000
    
    
    
    
    
    
    
    361,000
    
    
    
    1,148,000
    
    
    
    241,000
    
    
    
    1,389,000
    
    
    
    Upland Square
    
    PA
    
    2007
    
    
    60
    %
    
    N/A
    
    
    N/A
    
    
    
    28,187,000
    
    
    
    
    
    
    
    33,128,000
    
    
    
    27,454,000
    
    
    
    33,861,000
    
    
    
    61,315,000
    
    
    
    
    
    
    
    29,181,000Wyoming
    
    MI
    
    2005
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    360,000
    
    
    
    
    
    
    
    
    
    
    
    360,000
    
    
    
    
    
    
    
    360,000
    
    
    
    Various projects in progress
    
    N/A
    
    2008
    
    
    100
    %
    
    N/A
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    509,000
    
    
    
    
    
    
    
    509,000
    
    
    
    509,000
    
    
    
    Total Land Held For Development
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    90,066,000
    
    
    
    
    
    
    
    75,247,000
    
    
    
    92,524,000
    
    
    
    72,789,000
    
    
    
    165,313,000
    
    
    
    
    
    
    
    38,043,000Total Carrying Value
    
    
    
    
    
    
    
    
    
    
    
    
    12,146,894
    
    
    $
    372,890,000
    
    
    $
    1,182,145,000
    
    
    $
    225,726,000
    
    
    $
    379,780,000
    
    
    $
    1,402,198,000
    
    
    $
    1,781,978,000
    
    
    $
    146,997,000
    
    
    $
    708,983,000Land and related costs held for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,266,000Unconsolidated Joint Venture (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,976,000
 72




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2008
(continued)
  2008
    
    
    2007
    
    
    2006CostBalance, beginning of year
    
    $
    1,595,897,000
    
    
    $
    1,240,332,000
    
    
    $
    980,956,000Properties acquired
    
    
    109,631,000
    
    
    
    321,915,000
    
    
    
    239,047,000Improvements and betterments
    
    
    78,757,000
    
    
    
    33,650,000
    
    
    
    40,218,000Write off of fully-depreciated assets
    
    
    (2,307,000
    )
    
    
    
    
    
    
    Deconsolidation of Red Lion joint venture
    
    
    
    
    
    
    
    
    
    
    (19,889,000
    )Balance, end of year
    
    $
    1,781,978,000
    
    
    $
    1,595,897,000
    
    
    $
    1,240,332,000Accumulated depreciationBalance, beginning of year
    
    $
    103,621,000
    
    
    $
    64,838,000
    
    
    $
    34,499,000Depreciation expense
    
    
    45,683,000
    
    
    
    38,783,000
    
    
    
    31,863,000Write off of fully-depreciated assets
    
    
    (2,307,000
    )
    
    
    
    
    
    
    Deconsolidation of Red Lion joint venture
    
    
    
    
    
    
    
    
    
    
    (1,524,000
    )Balance, end of year
    
    $
    146,997,000
    
    
    $
    103,621,000
    
    
    $
    64,838,000Net book value
    
    $
    1,634,981,000
    
    
    $
    1,492,276,000
    
    
    $
    1,175,494,000
 
 (1)
    
    Stabilized properties are those properties which are as least 80% leased and not designated as development/redevelopment properties as of December 31, 2008.Three of the Companys properties are being re-tenanted, are non-stabilized, and are not designated as development/redevelopment properties as of December 31, 2008.(2)
    
    Properties pledged as collateral under the Companys stabilized property credit facility. The total net book value of all such properties was $363,713,000
at December 31, 2008; the total amount outstanding under the secured revolving credit facility at that date was $250,190,000.(3)
    
    Properties pledged as collateral under the Companys development property credit facility. The total net book value of all such properties was $98,253,000
at December 31, 2008; the total amount outstanding under the secured development revolving credit facility at that date was $54,300,000.(4)
    
    Depreciation is provided over the estimated useful lives of buildings and improvements, which range from 3 to 40 years.(5)
    
    The Company has a 76.3% interest in an unconsolidated joint venture, which owns a single-tenant office property located in Philadelphia, PA.(6)
    
    The Shore Mall land parcel also collateralizes the mortgage loan payable relating to the Shore Mall shopping center.(7)
    
    Restated to reflect the reclassification of a property acquired in 2006 to land and related costs held for sale. 73




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Management Report on Internal Control Over Financial Reporting
     74




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders
Cedar Shopping Centers, Inc.
       /s/ ERNST & YOUNG LLP
 
 75




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##### Table of Contents



tem 9B. Other Information
  
 Part III.
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions and Director Independence
  
 Item 14. Principal Accounting Fees and Services
  76




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##### Table of Contents



Part IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    1.
    
    Financial Statements
 The response to this portion of Item 15 is included in Item 8 of this report.2.
    
    Financial Statement SchedulesThe response to this portion of Item 15 is included in Item 8 of this report.3.
    
    Exhibits
 Item
    
    Title or Description3.1
    
    Articles of Incorporation of the Company, including all
amendments and articles supplementary previously filed,
incorporated by reference to Exhibits 3.1.a and 3.1.b of Form
10-Q for the quarterly period ended September 30, 2007.3.2
    
    By-laws of the Company, including all amendments previously
filed, incorporated by reference to Exhibit 3.2 of Form 8-K
filed on November 28, 2007.3.3.a
    
    Agreement of Limited Partnership of Cedar Shopping Centers
Partnership, L.P., incorporated by reference to Exhibit 3.4
of the Registration Statement on Form S-11 filed on August
20, 2003, as amended.3.3.b
    
    Amendment No. 1 to Agreement of Limited Partnership of Cedar
Shopping Centers Partnership, L.P., incorporated by reference
to Exhibit 3.5 of the Registration Statement on Form S-11
filed on August 20, 2003, as amended.3.3.c
    
    Amendment No. 2 to Agreement of Limited Partnership of Cedar
Shopping Centers Partnership, L.P., incorporated by reference
to Exhibit 3.3.c of Form 10-K for the year ended December 31,
2004.3.3.d
    
    Amendment No. 3 to Agreement of Limited Partnership of Cedar
Shopping Centers Partnership, L.P. , incorporated by
reference to Exhibit 3.3.d of Form 10-K for the year ended
December 31, 2006.10.1.a*
    
    Cedar Shopping Centers, Inc. Senior Executive Deferred
Compensation Plan, effective as of October 29, 2003,
incorporated by reference to Exhibit 10.6.a of Form 10-K for
the year ended December 31, 2004.10.1.b*
    
    Amendment No. 1 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of October
29, 2003, incorporated by reference to Exhibit 10.6.b of Form
10-K for the year ended December 31, 2004.10.1.c*
    
    Amendment No. 2 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of August
9, 2004, incorporated by reference to Exhibit 10.6.c of Form
10-K for the year ended December 31, 2004.10.1.d*
    
    Amendment No. 3 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of
December 19, 2005, incorporated by reference to Exhibit 10.2
of Form 8-K filed on December 22, 2005.10.1.e*
    
    Amendment No. 4 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of
December 21, 2006, incorporated by reference to Exhibit
10.1.e of Form 10-K for the year ended December 31, 2006.
 77




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##### Table of Contents



Item
    
    Title or Description10.1.f*
    
    Amendment No. 5 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of
December 11, 2007, incorporated by reference to Exhibit
10.1.f of Form 10-K for the year ended December 31, 2007..10.2.a*
    
    2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan,
incorporated by reference to Exhibit 10.1 of Form 8-K filed
on December 22, 2005.10.2.b*
    
    Amendment No. 1 to the 2005 Cedar Shopping Centers, Inc.
Deferred Compensation Plan, effective as of December 21,
2006, incorporated by reference to Exhibit 10.2.b of Form
10-K for the year ended December 31, 2006.10.2.c*
    
    Amendment No. 2 to the 2005 Cedar Shopping Centers, Inc.
Deferred Compensation Plan, effective as of December 11,
2007, incorporated by reference to Exhibit 10.2.c of Form
10-K for the year ended December 31, 2007.10.2.d*
    
    Amendment No. 3 to the 2005 Cedar Shopping Centers, Inc.
Deferred Compensation Plan, effective as of December 16,
2008..10.3.a.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Leo S. Ullman, dated as of November 1, 2003, incorporated by
reference to Exhibit 10.39 of the Registration Statement on
Form S-11 filed on August 20, 2003, as amended.10.3.a.ii*
    
    First Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Leo S. Ullman, dated as of March
23, 2004, incorporated by reference to Exhibit 10.5.a.ii of
Form 10-K for the year ended December 31, 2004.10.3.a.iii*
    
    Second Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Leo S. Ullman, dated as of
October 19, 2005, incorporated by reference to Exhibit 10.1
of Form 8-K filed on October 20, 2005.10.3.a.iv*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Leo S. Ullman, dated as of May 1, 2007,
incorporated by reference to Exhibit 10.1 of Form 8-K filed
on May 3, 2007.10.3.b.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Brenda J. Walker, dated as of November 1, 2003, incorporated
by reference to Exhibit 10.40 of the Registration Statement
on Form S-11 filed on August 20, 2003, as amended.10.3.b.ii*
    
    First Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Brenda J. Walker, dated as of
March 23, 2004, incorporated by reference to Exhibit
10.5.b.ii of Form 10-K for the year ended December 31, 2004.10.3.b.iii*
    
    Second Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Brenda J. Walker, dated as of
October 19, 2005, incorporated by reference to Exhibit 10.2
of Form 8-K filed on October 20, 2005.10.3.b.iv*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Brenda J. Walker, dated as of December 29,
2006, incorporated by reference to Exhibit 10.3.b.iv of Form
10-K for the year ended December 31, 2006.10.3.b.v*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Brenda J. Walker, dated as of September
18, 2008.10.3.c.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Thomas B. Richey, dated as of November 1, 2003, incorporated
by reference to Exhibit 10.42 of the Registration Statement
on Form S-11 field on August 20, 2003, as amended.10.3.c.ii*
    
    First Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Thomas B. Richey, dated as of
March 23, 2004, incorporated by reference to Exhibit
10.5.d.ii of Form 10-K for the year ended December 31, 2004.10.3.c.iii*
    
    Second Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Thomas B. Richey, dated as of
October 19, 2005, incorporated by reference to Exhibit 10.4
of Form 8-K filed on October 20, 2005.
 78




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##### Table of Contents



Item
    
    Title or Description10.3.c.iv*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Thomas B. Richey, dated as of December 29,
2006, incorporated by reference to Exhibit 10.3.d.iv of Form
10-K for the year ended December 31, 2006.10.3.c.v*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Thomas B. Richey, dated as of September
18, 2008.10.3.d.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Nancy Mozzachio, dated as of August 1, 2003, incorporated by
reference to Exhibit 10.3.e.i of Form 10-K for the year ended
December 31, 2006.10.3.d.ii*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Nancy Mozzachio, dated as of October 19,
2005, incorporated by reference to Exhibit 10.2 of Form 8-K
filed on April 6, 2007.10.3.d.iii*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Nancy Mozzachio, dated as of December 29,
2006, incorporated by reference to Exhibit 10.3.e.ii of Form
10-K for the year ended December 31, 2006.10.3.d.iv*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Nancy Mozzachio, dated as of September 18,
2008.10.3.e*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Lawrence E. Kreider, Jr., dated as of June 20, 2007,
incorporated by reference to Exhibit 10.1 of Form 8-K filed
on June 20, 2007.10.3.f*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Frank C. Ullman, dated as of September 18, 2008.10.3.g*
    
    Consulting Agreement between Cedar Shopping Centers, Inc. and
Thomas J. OKeeffe, dated as of June 20, 2007, incorporated
by reference to Exhibit 10.2 of Form 8-K filed on June 20,
2007.10.4.a
    
    Loan Agreement (the Loan Agreement) by and among Cedar
Shopping Centers Partnership, L.P., Fleet National Bank (now
Bank of America), Commerzbank AG New York Branch, PB Capital
Corporation, Manufacturers and Traders Trust Company,
Sovereign Bank, Raymond James Bank, FSB, Citizens Bank and
the other lending institutions which are or may become
parties to the Loan Agreement (the Lenders) and Fleet
National Bank (as Administrative Agent), dated January 30,
2004, incorporated by reference to Exhibit 10.1 of Form 8-K
filed on March 22, 2004.10.4.b
    
    First Amendment to Loan Agreement, dated as of June 16, 2004,
incorporated by reference to Exhibit 10.10.b of Form 10-K for
the year ended December 31, 2004.10.4.c
    
    Second Amendment to Loan Agreement, dated as of November 2,
2004, incorporated by reference to Exhibit 10.1 of Form 8-K
filed on November 8, 2004.10.4.d
    
    Third Amendment to Loan Agreement, dated as of January 28,
2005, incorporated by reference to Exhibit 10.10.d of Form
10-K for the year ended December 31, 2004.10.4.e
    
    Fourth Amendment to Loan Agreement, dated as of December 16,
2005, incorporated by reference to Exhibit 10.1 of Form 8-K
filed on December 21, 2005.10.4.f
    
    Fifth Amendment to Loan Agreement, dated as of June 29, 2006,
incorporated by reference to Exhibit 10.1 of Form 10-Q for
the quarterly period ended June 30, 2006.10.4.g
    
    Sixth Amendment to Loan Agreement, dated as of October 20,
2006, incorporated by reference to Exhibit 10.1 of Form 8-K
filed on October 24, 2006.10.4.h
    
    Seventh Amendment to Loan Agreement, dated as of October 17,
2007, incorporated by reference to Exhibit 10.5.h of Form
10-K for the year ended December 31, 2007.10.5.a
    
    Loan Agreement between Cedar-Franklin Village LLC as Borrower
and Eurohypo AG, New York Branch as Lender, dated as of
November 1, 2004, incorporated by reference to Exhibit 10.13
of Form 8-K filed on November 5, 2004.
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##### Table of Contents



Item
    
    Title or Description10.5.b
    
    Promissory Note for Cedar-Franklin Village LLC to Eurohypo
AG, New York Branch, dated November 1, 2004, incorporated by
reference to Exhibit 10.14 of Form 8-K filed on November 5,
2004.10.5.c
    
    Mortgage and Security Agreement for Cedar-Franklin Village
LLC as Borrower to Eurohypo AG, New York Branch as Lender,
dated as of November 1, 2004, incorporated by reference to
Exhibit 10.15 of Form 8-K filed on November 5, 2004.10.5.d
    
    Guaranty for Cedar Shopping Centers Partnership, L.P. as
Guarantor for the benefit of Eurohypo AG, New York Branch as
Lender, executed as of November 1, 2004, incorporated by
reference to Exhibit 10.18 of Form 8-K filed on November 5,
2004.10.6
    
    Agreement Regarding Purchase of Partnership Interests By and
Between Cedar Shopping Centers Partnership, L.P. and Homburg
Holdings (U.S.) Inc. dated as of March 26, 2007, incorporated
by reference to Exhibit 10.1 of Form 8-K filed on April 6,
2007.10.6.a
    
    First Amendment to Agreement Regarding Purchase of
Partnership Interests dated as of June 29, 2007, incorporated
by reference to Exhibit 10.1 of Form 8-K filed on December
12, 2007.10.6.b
    
    Second Amendment to Agreement Regarding Purchase of
Partnership Interests dated as of October 31, 2007,
incorporated by reference to Exhibit 10.2 of Form 8-K filed
on December 12, 2007.10.7
    
    Voting Agreement dated February 13, 2008 among Cedar Shopping
Centers, Inc., Inland American Real Estate Trust, Inc.,
Inland Investment Advisors, Inc. Inland Real Estate
Investment Corporation and The Inland Group, Inc.,
incorporated by reference to Exhibit 10.11 of Form 10-K for
the year ended December 31, 2007.10.8
    
    Amended and Restated Loan Agreement (the Loan Agreement) by
and among Cedar Shopping Centers Partnership, L.P., KeyBank,
National Association, Manufacturers and Traders Trust
Company, Citizens Bank of Pennsylvania, Raymond James Bank,
FSB, Regions Bank, TD Bank, N.A., TriState Capital Bank and
the other lending institutions which are or may become
parties to the Loan Agreement (the Lenders) and KeyBank,
National Association (as Administrative Agent), dated as of
October 17, 2008.21.1
    
    List of Subsidiaries of the Registrant23.1
    
    Consent of Ernst & Young LLP31.1
    
    Section 302 Chief Executive Officer Certification31.2
    
    Section 302 Chief Financial Officer Certification32.1
    
    Section 906 Chief Executive Officer Certification32.2
    
    Section 906 Chief Financial Officer Certification
 
 *
    
    Management contracts or compensatory plans required to be filed pursuant to Rule 601 of
Regulation S-K. (b)
    
    ExhibitsThe response to this portion of Item 15 is included in Item 15(a) (3) above.(c)
    
    The following documents are filed as part of the report:None.
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##### Table of Contents



SIGNATURES
  CEDAR SHOPPING CENTERS, INC./s/ LEO S. ULLMAN

Leo S. Ullman
    
    /s/ LAWRENCE E. KREIDER, JR.

Lawrence E. Kreider, Jr.President and Chairman
    
    Chief Financial Officer(principal executive officer)
    
    (principal financial officer)/s/ GASPARE J. SAITTA, II
    
    /s/ JEFFREY L. GOLDBERGGaspare J. Saitta, II
    
    Jeffrey L. GoldbergChief Accounting Officer
    
    Corporate Controller(principal accounting officer)
   /s/ JAMES J. BURNS

James J. Burns
    
    /s/ RICHARD HOMBURG

Richard HomburgDirector
    
    Director/s/ PAMELA N. HOOTKIN
    
    /s/ PAUL G. KIRK, JR.Pamela N. Hootkin
    
    Paul G. Kirk, Jr.Director
    
    Director/s/ EVERETT B. MILLER, III
    
    /s/ LEO S. ULLMANEverett B. Miller, III
    
    Leo S. UllmanDirector
    
    Director/s/ROGER M. WIDMANNRoger M. WidmannDirector
  81