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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, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-49782*
 T REIT Liquidating Trust
  Virginia
    
    26-0536128(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1551 N. Tustin Avenue, Suite 200, Santa Ana, California
    
    92705(Address of principal executive offices)
    
    (Zip Code)
 (714) 667-8252
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  None
 Yes o No þ
 o o
 o o
 Yes o No o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 *
    
    T REIT Liquidating Trust is the transferee of the assets and liabilities of T REIT, Inc.,
and files reports under the Commission file number for T REIT, Inc. T REIT, Inc. filed a Form
15 on July 20, 2007, indicating its notice of termination of registration and filing
requirements.




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##### 



T REIT LIQUIDATING TRUST
 TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    20Item 2. Properties
    
    
    21Item 3. Legal Proceedings
    
    
    22Item 4. (Removed and Reserved)
    
    
    22PART IIItem 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities
    
    
    22Item 6. Selected Financial Data
    
    
    23Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 8. Financial Statements and Supplementary Data
    
    
    31Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    31Item 9A(T). Controls and Procedures
    
    
    31Item 9B. Other Information
    
    
    32PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    32Item 11. Executive Compensation
    
    
    33Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
    
    
    34Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    35Item 14. Principal Accounting Fees and Services
    
    
    36PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    37SIGNATURE
    
    
    49Exhibit 21.1Exhibit 31.1Exhibit 32.1
   2




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PART I
 
 Item 1. Business.
 The use of the words we, us, or our refers to T REIT Liquidating Trust and its
subsidiaries, except where the context otherwise requires.
 Overview
   Liquidation of T REIT, Inc.
   3




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Our Advisor
  Liquidation Update
    4




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Current Investment Objectives and Policies
   
    
    managing costs and seeking to minimize operating expenses through centralized
management, leasing, marketing, financing, accounting, renovation and data processing
activities;
 
    
    improving rental income and cash flow by aggressively marketing rentable space and
raising rents when feasible and extending and renewing existing leases; and
 
    
    emphasizing regular maintenance and periodic renovation to meet the needs of tenants
and to maximize long-term returns.
 Tax Treatment
  Reports to Beneficiaries
  Meetings of Beneficiaries; Removal of Trustee
  Distributions
    5




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Competition
    Government Regulations
  Costs of Compliance with the Americans with Disabilities Act.
 Costs of Government Environmental Regulation and Private Litigation.
 Use of Hazardous Substances by Some of Our Tenants.
  6




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Other Federal, State and Local Regulations.
 Property Sales
  Significant Tenants
  Percentage of
    
    
    
    
    
    
    Lease2009 Annual
    
    
    2009 Annual
    
    
    Square Footage
    
    
    ExpirationTenant
    
    Base Rent*
    
    
    Base Rent
    
    
    (Approximate)
    
    
    Date**Department of Homeland Security
    
    $
    3,538,000
    
    
    
    28.6
    %
    
    
    76,000
    
    
    April 2012North American Co. Life and Health Insurance
    
    $
    2,472,000
    
    
    
    20.0
    %
    
    
    101,000
    
    
    Feb. 2012Akzo Nobel, Inc.
    
    $
    2,131,000
    
    
    
    17.2
    %
    
    
    91,000
    
    
    Dec. 2013United States Treasury Department
    
    $
    1,677,000
    
    
    
    13.6
    %
    
    
    37,000
    
    
    Feb. 2013National Railroad Passenger Corporation
    
    $
    1,249,000
    
    
    
    10.1
    %
    
    
    50,000
    
    
    Dec. 2011
 
 *
    
    Annualized rental income is based on contractual base rent from leases in effect as of
December 31, 2009.**
    
    In January 2010, we completed a lease extension on the Akzo Nobel, Inc. lease to December 2019. Employees
  Financial Information About Industry Segments
   7




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Item 1A. Risk Factors.
 Risks Associated With Our Liquidation
 If we are unable to find a buyer for our one remaining unconsolidated property at our expected
sales price, our liquidating distributions to our beneficiaries may be delayed or reduced.
  We may be unable to sell our jointly held unconsolidated property or our unconsolidated property
interest at our expected value.
  Our co-ownership arrangements with affiliated entities may not reflect solely our
beneficiaries best interest and may subject our investment in Congress Center to increased risks.
  
    
    the risk that the co-owner(s) in the investment might become bankrupt;
 
    
    the risk that the co-owner(s) may at any time have economic or business interests or
goals which are inconsistent with our business interests or goals;
  8




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
    
    the risk that the co-owner(s) may not be able to make required payments on loans under
which we are jointly and severally liable;
 
    
    the risk that all the co-owners may not approve refinancings, leases and lease
amendments requiring unanimous consent of co-owners that would have adverse consequences
for beneficiaries; or
 
    
    the risk that the co-owner(s) may be in a position to take action contrary to our
instructions or requests or contrary to our policies or objectives, such as disapproving
the sale of the property.
  The downturn in the credit markets may increase the cost of borrowing, and may make it difficult
for prospective buyers of the Congress Center property to obtain financing, which would have a
material adverse effect on our liquidation.
   Our ability to dispose of our interest in the Congress Center property and our ability to pay
distributions to our beneficiaries are subject to general economic and regulatory factors we
cannot control or predict.
  
    
    poor economic times may result in defaults by tenants at the Congress Center property.
We may also be required to provide rent concessions or reduced rental rates to maintain or
increase occupancy levels;
 
    
    job transfers and layoffs may cause vacancies to increase and a lack of future
population and job growth may make it difficult to maintain or increase occupancy levels;
 
    
    increases in supply of competing properties or decreases in demand for the Congress
Center property may impact our ability to maintain or increase occupancy levels;
 
    
    changes in interest rates and availability of debt financing could render the sale of
the Congress Center property difficult or unattractive;
 
    
    periods of high interest rates may reduce cash flow from leveraged property;
  9




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
    
    increased insurance premiums, real estate taxes or energy or other expenses may reduce
funds available for distribution or, to the extent such increases are passed through to
tenants, may lead to tenant defaults. Also, any such increased expenses may make it
difficult to increase rents to tenants on turnover, which may limit our ability to increase
our returns; and
 
    
    inability to increase or maintain the current occupancy rate and/or further
deterioration of property values may prevent prospective buyers from obtaining financing
for the acquisition of the Congress Center property due to stricter loan to value ratios,
which would increase the amount of cash needed to purchase the property.
 We may delay or reduce our estimated liquidating distributions.
  If any of the parties to a future sale agreement default thereunder, or if a sale does not
otherwise close, our liquidating distributions to our beneficiaries may be delayed or reduced.
  Decreases in property values may reduce the amount that we receive upon the sale of our interest
in the Congress Center property.
  
    
    adverse changes in economic conditions;
 
    
    the financial performance of our tenants, and the ability of our tenants to satisfy
their obligations under their leases;
 
    
    terminations and renewals of leases by our tenants;
 
    
    competition; and
 
    
    changes in real estate tax rates and other operating expenses.
   10




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If we are unable to maintain the occupancy rates of currently leased space and lease currently
available space, if tenants default under their leases or other obligations to us during the
liquidation process or if our cash flow during the liquidation is otherwise less than we expect,
our liquidating distributions to our beneficiaries may be delayed and/or reduced.
  If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating
distributions to our beneficiaries may be delayed and/or reduced.
  If we are not able to sell the Congress Center property in a timely manner, we may experience
severe liquidity problems, may not be able to meet our obligations to our creditors and ultimately
may become subject to bankruptcy proceedings.
  We may be unable to secure funds for future capital improvements, which could adversely impact our
ability to attract or retain tenants, and subsequently pay liquidating distributions to our
beneficiaries.
   11




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The Congress Center property is subject to property taxes that may increase in the future, which
could adversely affect our ability to sell our interest in the Congress Center property and to
subsequently pay liquidating distributions to our beneficiaries.
  There can be no assurance that the plan of liquidation will result in greater returns to our
beneficiaries on their investment within a reasonable period of time, than our beneficiaries would
receive through other alternatives reasonably available to us.
  We have terminated our regular monthly distributions and future liquidating distributions will be
determined at the sole discretion of our Trustee.
  Our Trustee may amend the plan of liquidation without further beneficiary approval.
  We have the authority to sell our remaining asset under terms less favorable than those assumed
for the purpose of estimating our net liquidation value range.
  The plan of liquidation may lead to litigation which could result in substantial costs and
distract our Trustee.
   12




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Our Advisor has conflicts of interest that differ from our beneficiaries interests as a result of
the liquidation.
  
    
    Our Advisor or its affiliates receive compensation under the Advisory Agreement, including
fees for disposing of our remaining asset. Our advisor has engaged Triple Net Properties
Realty, Inc., or Realty, an affiliate of our Advisor, to provide various services to us in
connection with our remaining asset, including disposing of our remaining asset. In
accordance with the plan of liquidation, our Advisor or Realty will be paid to liquidate our
remaining asset pursuant to the Advisory Agreement. If we sell the unconsolidated property,
such fee will be the lesser of: (i) 3.0% of the contracted sales price of the Congress
Center property; or (ii) 50.0% of the competitive, market-based real estate commission.
Additionally, the property disposition fee paid to our Advisor and Realty shall not exceed,
when added to the sums we pay to any unaffiliated parties in connection with the disposition
of the property: (i) up to 6.0% of the contracted sales price, or (ii) the competitive,
market based real estate commission. Based on our estimated sales price as of December 31,
2009, we estimate that pursuant to the Advisory Agreement we will pay a fee to our Advisor
or Realty of approximately $151,000 for disposing of our unconsolidated property during
liquidation. Our Advisor or Realty also have agreements with certain affiliated co-owners of
our property, pursuant to which our Advisor will also receive fees for the disposition of
the affiliated co-owners interests in the Congress Center property. Based on our estimated
sales price as of December 31, 2009, we estimate that the total fees that will be received
by our advisor or Realty from the affiliated co-owners will be approximately $1,325,000,
which includes the fees to be received by our advisor or Realty under the Advisory
Agreement. Moreover, if we sell our unconsolidated property to one of our affiliates or an
affiliate of our Advisor, our advisor or Realty may receive additional fees from the
purchaser of the property.
 
    
    Our Trustee owns 552 units, and, therefore, in accordance with the plan of liquidation,
based on the net assets in liquidation as of December 31, 2009, plus liquidating
distributions through December 31, 2009, will be entitled to receive approximately $6,000 in
distributions. These estimates per unit include projections of costs and expenses expected
to be incurred during the period required to complete the plan of liquidation. These
projections could change favorably or unfavorably based on the timing of any sale, the
performance of the asset and as a result changes in the underlying assumptions of the
projected cash flows.
 
    
    Pursuant to the plan of liquidation, our Trustee has discretion to pay up to an aggregate
of $300,000 in retention and incentive based bonuses to some of the
employees of our Advisor
from time to time. Prior to T REITs transfer of assets and liabilities to us on July 20,
2007, $245,000 in retention and incentive bonuses were paid by T REIT. We have not paid any
retention or incentive bonuses since July 20, 2007.
 
    
    The plan of liquidation provides that we may sell our remaining asset to one of our
co-owners or an affiliate of our Advisor, but only if the transaction is approved by our
Trustee. If we enter such a transaction, we expect that our Trustee will require that an
independent third party opine to us as to the fairness of the consideration to be received
by us in such transaction, from a financial point of view, or conduct an appraisal of the
applicable property as a condition to their approval. In no event will our Trustee approve a
transaction if: (i) an independent third party concludes after a review of the information
then available, including any pending offers, letters of intent, contracts for sale,
appraisals or other data, that the consideration to be received by us is not fair to us from
a financial point of view; (ii) an independent third party, concludes that the consideration
to be received is less than the appraised value of the applicable property; or (iii) we have
received a higher offer for the applicable property from a credible party with whom we
reasonably believe is ready, able and willing to close the transaction on the contract
terms.
  13




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We do not have an executed advisory agreement, and we could lose the services of our Advisor,
which may increase operating expenses, and delay or reduce our liquidating distributions.
  If our Advisor is unable to retain key executives and employees sufficient to complete the plan of
liquidation in a reasonably expeditious manner, our liquidating distributions might be delayed or
reduced.
  Our beneficiaries may not receive any profits resulting from the sale of our remaining asset, or
receive such profits in a timely manner, because we may provide financing to the purchaser of our
remaining asset.
  Beneficiaries could be liable to the extent of liquidating distributions received from us if
contingent reserves are insufficient to satisfy our liabilities.
    14




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We may have underestimated the amount of prepayment fees or defeasance charges on our mortgages.
  We may incur increasingly significant costs in connection with Sarbanes-Oxley compliance and we
may become subject to liability for any failure to comply.
   Other Risks of Our Business
 Due to the risks involved in the ownership of real estate, there is no guarantee of any return on
our beneficiaries investments and our beneficiaries may lose some or all of their investments.
  
    
    changes in the general economic climate;
 
    
    changes in local conditions such as an oversupply of space or reduction in demand for
real estate;
 
    
    changes in interest rates and the availability of financing; and
 
    
    changes in laws and governmental regulations, including those governing real estate
usage, zoning and taxes.
  If our unconsolidated property is unable to generate sufficient funds to pay its expenses,
liabilities or distributions, our liquidating distributions to our beneficiaries may be reduced
and/or delayed.
   15




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Our unconsolidated property faces significant competition.
  We depend upon our tenants to pay rent, and their inability to pay rent may substantially reduce
our revenues and cash available for distribution to our beneficiaries.
  
    
    downturns in national, regional or local economic conditions where our property is
located, which generally will negatively impact the demand for office space and rental
rates;
 
    
    changes in local market conditions such as an oversupply of office properties,
including space available by sublease, or a reduction in demand for the lease of office
properties, making it more difficult for us to lease space at attractive rental rates or at
all;
 
    
    competition from other available office properties owned by others, which could cause
us to lose current or prospective tenants or cause us to reduce rental rates to competitive
levels;
 
    
    our ability to pay for adequate maintenance, insurance, utility, security and other
operating costs, including real estate taxes and debt service payments, that are not
necessarily reduced when circumstances such as market factors and competition cause a
reduction in income from a property; and
 
    
    changes in federal, state or local regulations and controls affecting rents, prices of
goods, interest rates, fuel and energy consumption.
  Our use of borrowings on the Congress Center property could result in its foreclosure and
unexpected debt service expenses upon refinancing, both of which could have an adverse impact on
our operations and cash flow. Additionally, restrictive covenants in our loan documents may
restrict our operating activities.
   16




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Due to our ownership of only an unconsolidated property interest in the Congress Center property,
we are dependent upon those tenants that generate significant rental
income for the Congress Center
property, which may have a negative impact on our financial condition if these tenants are unable
to meet their rental obligations to us.
    17




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Lack of
diversification and illiquidity of real estate may make it difficult
for us to sell our remaining asset or recover our investment in that
asset.
  Lack of geographic diversity may expose us to regional economic downturns that could adversely
impact our operations or our ability to recover our investment in the Congress Center property.
  Losses for which we either could not or did not obtain insurance will adversely affect our
earnings and we may be unable to comply with insurance requirements contained in mortgage or other
agreements due to high insurance costs.
    18




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We are currently involved in litigation, which could reduce the amount of our liquidation
distributions.
  The failure of any bank in which we deposit our funds could reduce the amount of cash we have
available to pay liquidating distributions.
  There is currently no public market for our units of beneficial interest and the units of
beneficial interest may not be transferred except by operation of law or upon the death of a
beneficiary.
  The Congress Center property was purchased at a time when the commercial real estate market was
experiencing substantial influxes of capital investment and competition for properties; therefore
the Congress Center property may not maintain its current value or may further decrease in value.
   19




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The conflicts of interest of our Advisors executives and employees with us mean we will not be
managed by our Advisor solely in the best interests of our beneficiaries.
   
    
    limit the time and services that our Advisor devotes to us, because it will be
providing similar services to G REIT Liquidating Trust, NNN 2002 Value Fund, LLC and NNN
2003 Value Fund, LLC and other real estate programs and properties;
 
    
    impair our ability to compete for tenants in geographic areas where other properties
are advised by our Advisor and its affiliates; and
 
    
    impair our ability to compete for the disposition of properties with other real estate
entities that are also advised by our Advisor and its affiliates and seeking to dispose of
properties at or about the same time as us.
  Increases in our insurance rates could adversely affect our cash flow and our ability to make
liquidating distributions to our beneficiaries.
  
 Item 1B. Unresolved Staff Comments.
   20




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Item 2. Properties.
 Real Estate Investments
    AnnualRentProperty
    
    
    GLA
    
    
    %
    
    
    Date
    
    
    Annual
    
    
    % Physical
    
    
    Per SqUnconsolidated Property Name
    
    Location
    
    
    (Sq Ft)
    
    
    Owned
    
    
    Acquired
    
    
    Rent(1)
    
    
    Occupancy(2)
    
    
    Ft(3)Congress Center
    
    Chicago, IL
    
    
    520,000
    
    
    
    10.3
    
    
    
    01/09/03
    
    
    $
    12,374,000
    
    
    
    78.9
    %
    
    $
    30.15
 (1)
    
    Annualized rental income is based on contractual base rent from leases in effect as of December 31, 2009.(2)
    
    Physical occupancy as of December 31, 2009.(3)
    
    Average effective annual rent per occupied square foot as of December 31, 2009.
 Ownership of Congress Center
  
 Indebtedness
   21




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Item 3. Legal Proceedings.
 Clearview Litigation
   
 Item 4. (Removed and Reserved)
 
 PART II
 
 Item 5. Market for Registrants Common Equity and Related Shareholder Matters and Issuer Purchases
of Equity              Securities.
 Market Information
  Beneficiaries
  Distributions
   22




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Equity Compensation Plan Information
  
 Item 6. Selected Financial Data.
  December 31,
    
    
    December 31,
    
    
    December 31,Selected Financial Data(1)
    
    2009
    
    
    2008
    
    
    2007STATEMENT OF NET ASSETS:Total assets
    
    $
    1,714,000
    
    
    $
    3,777,000
    
    
    $
    6,007,000Net assets in liquidation(1)
    
    $
    1,714,000
    
    
    $
    3,777,000
    
    
    $
    6,007,000Net asset value per unit(1)
    
    $
    0.37
    
    
    $
    0.82
    
    
    $
    1.30
 Period fromJuly 20,2007Year Ended
    
    
    Year Ended
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007STATEMENT OF CHANGES IN NET ASSETS:Net assets in liquidation, beginning of period
    
    $
    3,777,000
    
    
    $
    6,007,000
    
    
    $
    Net assets contributed to T REIT Liquidating
Trust on July 20, 2007
    
    
    
    
    
    
    
    
    
    
    6,861,000Change in estimated receipts in excess of
estimated costs during liquidation
    
    
    365,000
    
    
    
    46,000
    
    
    
    (134,000
    )Net decrease in fair value
    
    
    (2,428,000
    )
    
    
    (2,276,000
    )
    
    
    (720,000
    )Change in net assets in liquidation
    
    
    (2,063,000
    )
    
    
    (2,230,000
    )
    
    
    (854,000
    )Net assets in liquidation, end of period
    
    $
    1,714,000
    
    
    $
    3,777,000
    
    
    $
    6,007,000
 
 (1)
    
    The net assets in liquidation as of December 31, 2009 of $1,714,000
plus the cumulative liquidating distributions through December 31,
2009 of approximately $50,600,000 (which were paid to T REIT
shareholders prior to the transfer of T REITs assets and liabilities
to us) would result in liquidating distributions per unit of
approximately $0.37 as of December 31, 2009. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The use of the words we, us or our refers to T REIT Liquidating Trust and its
subsidiaries, except where the context otherwise requires.
   23




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Forward-Looking Statements
   Overview and Background
     24




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Critical Accounting Policies
 Use of Estimates
  Liquidation Basis of Accounting
   Asset for Estimated Receipts in Excess of Estimated Costs during Liquidation
    25




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December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2008
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2009Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    933,000
    
    
    $
    (81,000
    )
    
    $
    379,000
    
    
    $
    1,231,000Liabilities:Liquidation costs
    
    
    (195,000
    )
    
    
    153,000
    
    
    
    (80,000
    )
    
    
    (122,000
    )Total asset for
estimated receipts in
excess of estimated
costs during
liquidation
    
    $
    738,000
    
    
    $
    72,000
    
    
    $
    299,000
    
    
    $
    1,109,000
  December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2007
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2008Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    1,001,000
    
    
    $
    (164,000
    )
    
    $
    96,000
    
    
    $
    933,000Liabilities:Liquidation costs
    
    
    (304,000
    )
    
    
    333,000
    
    
    
    (224,000
    )
    
    
    (195,000
    )Total asset for
estimated receipts in
excess of estimated
costs during
liquidation
    
    $
    697,000
    
    
    $
    169,000
    
    
    $
    (128,000
    )
    
    $
    738,000
 Net Assets in Liquidation
  Revenue Recognition
  Factors Which May Influence Future Changes in Net Assets in Liquidation
 Investment in Unconsolidated Real Estate
  Rental Income
   26




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Scheduled Lease Expirations
  Changes in Net Assets in Liquidation
 For the year ended December 31, 2009
   For the year ended December 31, 2008
  For the period from July 20, 2007 through December 31, 2007
  Liquidity and Capital Resources
  Current Sources of Capital and Liquidity
   27




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Other Liquidity Needs
       28




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Capital Resources
 General
     Financing
    29




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Unconsolidated Debt
    Commitments and Contingencies
 Insurance Coverage
 Property Damage, Business Interruption, Earthquake and Terrorism
  Debt Service Requirements
  Contractual Obligations
  Off-Balance Sheet Arrangements
   30




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Inflation
  Recently Issued Accounting Pronouncements
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a
Replacement of FASB Statement No. 162
 
 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8.
Financial Statements and Supplementary Data.
  
 Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A(T).
Controls and Procedures.
 Evaluation of disclosure controls and procedures.
   31




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Managements Report on Internal Control over Financial Reporting.
   Changes in internal control over financial reporting.
  
 Item 9B.
Other Information.
  
 PART III
 
 Item 10.
Directors, Executive Officers and Corporate Governance.
   W. Brand Inlow,
  32




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Audit Committee
  Fiduciary Relationship of our Advisor to Us
    Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  
 Item 11.
Executive Compensation.
 Trustee
   33




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
 Principal Beneficiaries
    Number ofUnits ofBeneficialInterest
    
    
    Percent ofName of Beneficial Owner
    
    Owned
    
    
    ClassW. Brand Inlow, Trustee
    
    
    552
    
    
    
    *
 
 *
    
    Represents less than 1.0% of our outstanding units of beneficial interest.  34




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##### Table of Contents



Item 13.
Certain Relationships and Related Transactions, and Director Independence.
  Advisory Agreement
   Property Management Fees
  Real Estate Acquisition and Disposition Fees
  Incentive Distributions
   35




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Incentive Bonuses and Milestone Payments
  Review, Approval or Ratification of Transactions with Related Persons
  
 Item 14.
Principal Accounting Fees and Services.
   36




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PART IV
 
 Item 15.
Exhibits and Financial Statement Schedules.
 Financial Statements:
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PagesUnaudited Consolidated Statements of Net Assets as of December 31, 2009 and 2008 (Liquidation Basis)
    
    
    38Unaudited Consolidated Statements of Changes in Net Assets (Liquidation Basis) For the Years Ended
December 31, 2009 and 2008 and for the Period from July 20, 2007 through December 31, 2007
    
    
    39Notes to Unaudited Consolidated Financial Statements
    
    
    40
 Financial Statement Schedules:
  Exhibits:
  Exhibits
  Financial Statement Schedules
   37




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T REIT LIQUIDATING TRUST
 
 CONSOLIDATED STATEMENTS OF NET ASSETS
 (Liquidation Basis)
As of December 31, 2009 and 2008
(Unaudited)
 December 31,2009
    
    
    2008ASSETSInvestment in unconsolidated real estate
    
    $
    275,000
    
    
    $
    2,631,000Cash and cash equivalents
    
    
    330,000
    
    
    
    405,000Accounts receivable, net
    
    
    
    
    
    
    3,000Asset for estimated receipts in excess of estimated costs during liquidation
    
    
    1,109,000
    
    
    
    738,000Total assets
    
    
    1,714,000
    
    
    
    3,777,000LIABILITIESCommitments and contingencies (Note 7)Net assets in liquidation
    
    $
    1,714,000
    
    
    $
    3,777,000
   38




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T REIT LIQUIDATING TRUST
 
 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
 (Liquidation Basis)
For the Years Ended December 31, 2009 and 2008 and
For the Period from July 20, 2007 through December 31, 2007
(Unaudited)
 Period fromJuly 20,2007Year Ended
    
    
    Year Ended
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007Net assets in liquidation, beginning of period
    
    $
    3,777,000
    
    
    $
    6,007,000
    
    
    $
    Changes in net assets in liquidation:Net assets contributed to T REIT Liquidating Trust on July 20, 2007
    
    
    
    
    
    
    
    
    
    
    6,861,000Changes to asset for estimated receipts in excess of estimated
costs during liquidation:Operating income
    
    
    (3,000
    )
    
    
    (25,000
    )
    
    
    (6,000
    )Distributions received from unconsolidated property
    
    
    (78,000
    )
    
    
    (143,000
    )
    
    
    (119,000
    )Payments of liquidation costs and other amounts
    
    
    147,000
    
    
    
    337,000
    
    
    
    318,000Change in estimated receipts in excess of estimated costs
during liquidation
    
    
    299,000
    
    
    
    (123,000
    )
    
    
    (327,000
    )Changes to asset for estimated receipts in excess of estimated
costs during liquidation
    
    
    365,000
    
    
    
    46,000
    
    
    
    (134,000
    )Change in fair value of assets and liabilities:Change in fair value of real estate investments
    
    
    (2,356,000
    )
    
    
    (2,107,000
    )
    
    
    (527,000
    )Change in assets and liabilities due to activity in asset or
estimated receipts in excess of estimated costs during
liquidation
    
    
    (72,000
    )
    
    
    (169,000
    )
    
    
    (193,000
    )Net decrease in fair value
    
    
    (2,428,000
    )
    
    
    (2,276,000
    )
    
    
    (720,000
    )Change in net assets in liquidation
    
    
    (2,063,000
    )
    
    
    (2,230,000
    )
    
    
    (854,000
    )Net assets in liquidation, end of period
    
    $
    1,714,000
    
    
    $
    3,777,000
    
    
    $
    6,007,000
   39




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T REIT LIQUIDATING TRUST
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 For the Years Ended December 31, 2009 and 2008 and
the Period from July 20, 2007 to December 31, 2007
 1. Purpose of T REIT Liquidating Trust
 The use of the words we, us, or our refers to T REIT Liquidating Trust and its
subsidiaries, except where the context otherwise requires.
      40




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T REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
   2. Summary of Significant Accounting Policies
  Use of Estimates
  Principles of Consolidation
 Consolidation
 Liquidation Basis of Accounting
   41




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T REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 Cash and Cash Equivalents
  Concentration of Credit Risk
    Percentage of
    
    
    Square
    
    
    Lease2009 Annual
    
    
    2009 Annual
    
    
    Footage
    
    
    ExpirationTenant
    
    Base Rent*
    
    
    Base Rent
    
    
    (Approximate)
    
    
    Date**Department of Homeland Security
    
    $
    3,538,000
    
    
    
    28.6
    %
    
    
    76,000
    
    
    April 2012North American Co. Life and Health Ins
    
    $
    2,472,000
    
    
    
    20.0
    %
    
    
    101,000
    
    
    Feb. 2012Akzo Nobel, Inc.
    
    $
    2,131,000
    
    
    
    17.2
    %
    
    
    91,000
    
    
    Dec. 2013United States Treasury Department
    
    $
    1,677,000
    
    
    
    13.6
    %
    
    
    37,000
    
    
    Feb. 2013National Railroad Passenger Corporation
    
    $
    1,249,000
    
    
    
    10.1
    %
    
    
    50,000
    
    
    Dec. 2011
 
 *
    
    Annualized rental income is based on contractual base rent from leases in effect as of December 31, 2009.**
    
    In January 2010, we completed a lease extension on the Akzo Nobel, Inc. lease to December 2019.   42




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T REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
  Percentage of
    
    
    Square
    
    
    Lease2008 Annual
    
    
    2008 Annual
    
    
    Footage
    
    
    ExpirationTenant
    
    Base Rent*
    
    
    Base Rent
    
    
    (Approximate)
    
    
    Date**Department of Homeland Security
    
    $
    3,473,000
    
    
    
    28.8
    %
    
    
    76,000
    
    
    April 2012North American Co. Life and Health Ins
    
    $
    2,421,000
    
    
    
    20.0
    %
    
    
    101,000
    
    
    Feb. 2012Akzo Nobel, Inc.
    
    $
    2,073,000
    
    
    
    17.2
    %
    
    
    91,000
    
    
    Dec. 2013United States Treasury Department
    
    $
    1,645,000
    
    
    
    13.6
    %
    
    
    37,000
    
    
    Feb. 2013
 
 *
    
    Annualized rental income is based on contractual base rent from leases in effect as of December 31, 2008.**
    
    In January 2010, we completed a lease extension on the Akzo Nobel, Inc. lease to December 2019. Revenue Recognition
  Income Taxes
  Segments
 Segment Reporting
 Recently Issued Accounting Pronouncements
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a
Replacement of FASB Statement No. 162
  43




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T REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 3. Asset for Estimated Receipts in Excess of Estimated Costs during Liquidation
   December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2008
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2009Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    933,000
    
    
    $
    (81,000
    )
    
    $
    379,000
    
    
    $
    1,231,000Liabilities:Liquidation costs
    
    
    (195,000
    )
    
    
    153,000
    
    
    
    (80,000
    )
    
    
    (122,000
    )Total asset for
estimated receipts
in excess of
estimated costs
during liquidation
    
    $
    738,000
    
    
    $
    72,000
    
    
    $
    299,000
    
    
    $
    1,109,000
  December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2007
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2008Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    1,001,000
    
    
    $
    (164,000
    )
    
    $
    96,000
    
    
    $
    933,000Liabilities:Liquidation costs
    
    
    (304,000
    )
    
    
    333,000
    
    
    
    (224,000
    )
    
    
    (195,000
    )Total asset for
estimated receipts
in excess of
estimated costs
during liquidation
    
    $
    697,000
    
    
    $
    169,000
    
    
    $
    (128,000
    )
    
    $
    738,000
 4. Net Assets in Liquidation
     44




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T REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 5. Real Estate Investments
  6. Related Party Transactions
 Advisory Agreement
 Advisory Fees
   Property Management Fees
  Real Estate Acquisition and Disposition Fees
  Incentive Distributions
   45




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T REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 Incentive Bonuses and Milestone Payments
  Review, Approval or Ratification of Transactions with Related Persons
  7. Commitments and Contingencies
 Unconsolidated Debt
    46




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T REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
  Litigation
    47




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T REIT LIQUIDATING TRUST
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  (Continued)
 Environmental Matters
  Other
   48




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SIGNATURE
  T REIT LIQUIDATING TRUST
(Registrant)By:
    
    /s/ W. Brand inlow
    
    TrusteeW. Brand InlowDate: March 22, 2010
  By:
    
    /s/ W. Brand inlow

W. Brand Inlow
    
    TrusteeDate: March 22, 2010
  49




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EXHIBIT INDEX
   ItemNo.
    
    Description2.1
    
    
    T REIT, Inc. Plan of Liquidation and Dissolution, as approved by shareholders on
July 27, 2005 and as currently in effect (included as Exhibit A to T REITs
Definitive Proxy Statement for the Annual Meeting of Shareholders filed on June
15, 2005 and incorporated herein by reference)10.1
    
    
    Advisory Agreement between T REIT, Inc. and our advisor (included as Exhibit 10.5
to Amendment No. 2 to T REITs Registration Statement on Form S-11 filed on
October 13, 1999 (File No. 333-77229) and incorporated herein by reference)10.2
    
    
    Liquidating Trust Agreement, dated as of July 16, 2007, by and between T REIT,
Inc. and W. Brand Inlow, Trustee (included as Exhibit 10.1 to our Current Report
on Form 8-K filed July 20, 2007 and incorporated herein by reference)21.1
    *
    
    Subsidiaries of T REIT Liquidating Trust31.1
    **
    
    Certification of Trustee, pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    **
    
    Certification of Trustee, pursuant to 18 U.S.C. Section 1350, as created by
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.**
    
    Furnished herewith.  50